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2012-115 License Agrmt - ESRI Inc
., �' SMALL MUNICIPAL AND COUNTY esrl .ENTERPRISE LICENSE AGREEMENT Esn,380 New York St.,Redlands,CA 92373-8100 USA-TEL 909-793-2853-FAX 909-793-5953 This Small Municipal and County Enterprise License Agreement("ELA")is by and between the organization identified in the ELA Quotation ("Licensee") and Environmental Systems Research Institute, Inc. ("Esrt"), with offices at 380 New York Street, Redlands, California 92373-8100. Unless otherwise agreed to by the parties, the Effective Date of this ELA is the date of the signature below or, if no date is provided with the signature, the date of Esri's receipt of Licensee's Order citing this ELA. This ELA grants Licensee certain rights to use specific Esri Software, Data, Web Services, and Documentation for a limited, fixed period beginning from the Effective Date and provides tailored maintenance subject to payment of fees and the terms of this ELA. This ELA incorporates the ELA Quotation by reference and comprises (1)this signature page, (ii)the ELA Terms and Conditions, (iii)Exhibit 1—Scope of Use(E300),(iv)Exhibit 2—Training Addendum(E207SET),and(v)the ELA Quotation,which together constitute the sole and entire agreement of the parties as to the subject matter set forth herein. Should there be any conflict between the terms and conditions of the documents that comprise this ELA, the order of precedence for the documents shall be as follows: (i)this signature page, (ii)the ELA Terms and Conditions, (iii)Exhibit 1—Scope of Use (E300), (iv)Exhibit 2—Training Addendum (E207SET), and (v)the ELA Quotation. In the event Licensee orders training courses,the terms and conditions of the Training Addendum will take precedence over the provision of this ELA with respect to the training courses. Licensee agrees that additional terms and conditions in any Licensee Order or addendum will not apply,and the terms of this ELA will govern. ENTERPRISE SOFTWARE SCHEDULE Unlimited Quantities ArcIMS Desktop Software and Extensions ArcGIS Server Extensions:3D,Schematics,Geostatistical, Arclnfo ArcGIS Workflow Manager,Network,Image,and Spatial ArcEditor ArcView Developer ArcGIS Desktop Extensions:3D Analyst,Spatial Analyst,ArcGIS ArcGIS Engine Runtime Network Analyst,Geostatistical Analyst,ArcGIS ArcScan,ArcG,IS Data ArcGIS Engine Runtime Extensions:30,Spatial,Geodatabase Reviewer,ArcGIS Publisher,Maplex for ArcGIS,ArcGIS Schematics, Update,Network,Schematics,and Maplex and ArcGIS Workflow Manager Limited Quantities Server Software and Extensions One(1)Annual Subscription to Esri Developer Network(EDN) ArcGIS Server Workgroup and Enterprise(Advanced,Standard,and One(1)Esri CityEngine Advanced Single Use License Basic) OTHER BENEFITS Number of Esn International User Conference Registrations provided annually2 Number of Tier 1 Help Desk Individuals authorized to call Esn 2 Maximum number of sets of backup media,if requested* 2 Virtual Campus Annual User License allowance 5,000 Five percent(5%)discount on all individual commercially available instructor-led training Gasses at Esn facilities purchased outside of this Agreement Discount does not apply to Small Enterprise Training Package.) 'Additional sets of backup media may be purchased. This ELA supersedes any previous agreements,proposals, presentations,understandings,and arrangements between the parties relating to such subject matter, which is the licensing of the Enterprise Software. Except as provided in Section 9.1 Future Versions/Updates, any modifications or amendments to this ELA must be in writing and signed by an authorized representative of each party. Licensee may accept this ELA by signing and returning it to Attn.: Esn Customer Service, 380 New York Street, Redlands,CA 92373-8100; e-mailing it to service(c),esn.com or faxing it to 909-307-3083.ADDITIONAL OR CONFLICTING TERMS IN LICENSEE'S ORDER WILL NOT APPLY,AND THE TERMS OF THIS ELA WILL GOVERN. ACCEPTED AND AGREED: Licensee Contact Information 1 r e Contact Name: �°3O1^ W (Licensee) `^\ n Address:_ ttts'�" n:a. �'t• BV: Si V atl n r,r Q OC t – ff Signature City,State,ZIP:�^AS��awA (Sid R7 S20 Printed Name: �kC� e: A Vt If � LS.It Telephone: ty l SS2 2 If f 7 Title: PwkC wcr" Nyfc_� ,E. Fax: 5` 5�..2 - S'i� - z/ - (.GCv Date: L S / Z E-mail: L11 G4 tiW I c a�La .Or.U S Esri EIN Number:95.2775732 ELA Quotation Number: Z�oy033 2'( Esn Contract Number: APPF V5D FORM H214-1 Signature Page I of6 02/2912012 S-��J-f 2 Date ELA TERMS AND CONDITIONS ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP ARTICLE 1—DEFINITIONS The Enterprise Software is licensed and not sold. Esri and its Definitions.The terms used are defined as follows: licensors own the Enterprise Software and all copies, which are protected by United States and applicable international laws, • "Data" means any Esd or third-party digital dataset(s) treaties, and conventions regarding intellectual property and including, but not limited to, geographic vector data proprietary rights including trade secrets. Licensee agrees to use coordinates, raster, reports, or associated tabular reasonable means to protect the Enterprise Software from attributes licensed underthis ELA. unauthorized use, reproduction, distribution, or publication. Esri • "Deploy," "Deployed," or "Deployment" means to and its third-party licensors reserve all rights not specifically redistribute and install or the redistribution and installation granted in this ELA including the right to change and improve of the Enterprise. Software (and related Web Services. registration/authorization numbers or access codes)or its having been redistributed and installed by Licensee on ARTICLE 3—GRANT OF LICENSE Licensee's hardware. • "Documentation" means all printed and digital materials 3.1 Grant of License.Subject to the terms and conditions of this including help files and user reference documentation that ELA, Esri grants to Licensee a personal, nonexclusive, are delivered with the Software or, if delivered via nontransferable Term License solely to download, that are delivered from the Software setup or installation program. a. Use, copy, and Deploy quantities of Enterprise Software • "ELA Fee"means the fee set forth in the ELA Quotation. as defined in the Enterprise Software Schedule of this • "ELA Maintenance" means Tier 2 Support, updates, and ELA for Licensee's own internal use for a term concurrent patches provided by Esri to Licensee for the Enterprise with this ELA. Software. b. Access and use any secure Esri website resources made • "ELA Quotation" means the Esri quote form provided to available to Licensee for Licensee's internal use, provided Licensee for the Small Municipal and County ELA that Licensee follows Earl's terms of use policy specified containing the ELA Fee and annual payment schedule. therein. All password or controlled access information • "Enterprise Software" means the items identified in the provided by Esri shall be treated as Esri confidential Enterprise Software Schedule on page 1 of this ELA. information. • "Incident" means a failure of the Software to operate c. Use Enterprise Software in accordance with Exhibit t— according to the Documentation where such failure Scope of Use, provided that all licenses are Term substantially impacts operational or functional Licenses. performance. • "License Agreement"and"ELA"are used interchangeably 3.2 Consultant Access. Subject to Section 3.1, Licensee may and mean the ELA Terms and Conditions, including provide access to and use of the Enterprise Software to any Exhibit 1—Scope of Use (E300), that apply to Enterprise consultant or contractor of Licensee, provided consultants' and Software provided to Licensee by Esri under this ELA. contractors' access to and use of the Enjerprise Software is for • "Samples"means sample code,sample applications,add- the sole benefit of Licensee while(i)working on-site at Licensee's ons, or sample extensions of Software, Data, facilities,(ii)remotely accessing or using Enterprise Software from Documentation,or Web Services. Licensee's on-site computers or machines, or (iii)remotely • "Software"means the actual copy of all or any portion of accessing or using Enterprise Software from a third partys Esn's proprietary software technology accessed or computers or machines under contract to Licensee. Licensee downloaded from an authorized Esri website or delivered shall be responsible for compliance by consultants or contractors on any media, in any format, including backups, updates, with the terms and conditions of this ELA. Licensee shall require service packs, patches, hot fixes, or permitted merged consultants and contractors to discontinue access to and use of copies as identified in Exhibit 1. Enterprise Software upon completion of work for Licensee. • 'Technical Support' means a process to attempt to resolve reported Incidents through error correction; ARTICLE 4—SCOPE OF USE patches; hot fixes; workarounds; replacement deliveries; or any other type of Software, Data, or Documentation 4.1 Permitted Uses corrections or modifications. • "Tenn License(s)" means license(s) provided for use a. Licensee may install and store the Software, Data, and during a fixed or limited time period concurrent with the Documentation on electronic storage device(s). tens of this ELA. b. Licensee may make one(1) copy of the Software, Data, • "Tier 1 Help Desk" means Licensee point of contact from and Documentation for archival purposes. Licensee may which all Tier 1 Support will be given to Licensee. make routine computer backups. • "Tier 1 Support"means the Technical Support provided by c. Licensee may customize the Software using any(i)macro the Tier 1 Help Desk as the primary contact to Licensee in or scripting language, (ii)published application attempted resolution of reported Incidents. programming interface (API), or(iii)source or object code • "Tier 2 Support"means the Technical Support provided by libraries, but only to the extent that such customization is Esri to the Tier 1 Help Desk when the Incident cannot be described in the Documentation. resolved through Tier 1 Support. d. Licensee may use, copy, or prepare derivative works of • "Web Services"means software services or Esri or third- the Documentation supplied in digital format and party data provided by Esn that perform geographic thereafter reproduce and redistribute the information system(GIS)functions,tasks,or data services customized documentation only for Licensee's own and are accessed over the Internet, excluding Virtual internal use. Portion(s) of Documentation supplied in Campus,as identified in Exhibit 1. digital format merged with other software and printed or digital documentation are subject to this ELA. Licensee shall include the following copyright attribution notice E214-1 Page 2 of 6 021292012 acknowledging the proprietary rights of Esri and its Documentation and any whole or partial copies, modifications, licensor(s): "Portions of this document include intellectual media, or merged portions in any form and execute and deliver property of Esri and its licensor(s) and are used herein evidence of such actions to Esri. ELA Maintenance, Virtual under license. Copyright © [Insert.the actual copyright Campus access, and User Conference Registrations shall also date(s)from the source materials)Esri and its licensor(s). terminate. All rights reserved." ARTICLE 6—LIMITED WARRANTIES AND DISCLAIMERS 4.2 Uses Not Permitted 6.1 Limited Warranties. Except as otherwise provided in this a. Except as provided herein,Licensee shall not sell,rent,lease, Article 6, Esri warrants that (i)the unmodified Software will sublicense, lend, assign, or time-share the Enterprise substantially conform to the published Documentation and(ii)the Software. Licensee shall not act as a service bureau or media upon which the Software is provided, if any, will be free commercial application service provider (ASP) that allows from defects in materials and workmanship under normal use and third-party access to the Enterprise Software. Licensee shall service for a period of ninety(90)days from the date of receipt, not use Enterprise Software for a site or service and operate the site or the service for a profit or generate revenue through 6.2 Data and Web Services Disclaimer. The Data and Web direct or indirect methods (e.g., advertising or charging for Services may contain some nonconformities, defects, errors, or access to the site or service). omissions. THE DATA AND WEB SERVICES ARE PROVIDED b. Except as provided herein, Licensee shall not redistribute the "AS IS"WITHOUT WARRANTY OF ANY KIND. Without limiting Software to third parties,in whole or in part,including,but not the generality of the preceding sentence, Esri and its licensor(s) limited to,extensions,components,or DLLs. do not warrant that the Data and Web Services will meet c. Licensee shall not reverse engineer, decompile, or Licensee's needs or expectations, that the use of the Data and disassemble the Enterprise Software,except to the extent that Web Services will be uninterrupted, or that all noncenformities such activity is expressly permitted by applicable law can or will be corrected. Esn and its licensor(s) are not inviting notwithstanding this restriction. reliance on this Data or Web Services, and Licensee should d. Except to the extent that applicable law prohibits this always verify actual Data or Web Services. restriction,Licensee shall not make any attempt to circumvent the technological measure(s)that controls access to, or use 6.3 Special Disclaimer. SAMPLES, PATCHES, AND HOT of,the Enterprise Software. FIXES ARE PROVIDED"AS IS"WITHOUT WARRANTY OF ANY e. Except as provided herein, Licensee shall not redistribute the KIND. LICENSEE ASSUMES ALL RISK AS TO THE QUALITY Software activation number(s), registration number/license AND PERFORMANCE OF THE SAMPLES, PATCHES, AND authorization file(s),developer license file(s),or Web Services HOT FIXES. access codes to third parties. f. Licensee shall not use the Software or Web Services to 6.4 Internet Disclaimer. THE PARTIES EXPRESSLY transfer or exchange any material where such transfer or ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A exchange is prohibited by intellectual property laws or any NETWORK OF PRIVATE AND PUBLIC NETWORKS,AND THAT other applicable laws. (I)THE INTERNET IS NOT A SECURE INFRASTRUCTURE, g. Licensee shall not remove or obscure any Esri or its (ii)THE PARTIES HAVE NO CONTROL OVER THE INTERNET, licensor(s) patent, copyright, trademark, or proprietary rights AND (iii)NONE OF THE PARTIES SHALL BE LIABLE FOR notices contained in or affixed to the Enterprise Software. DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE h. Licensee shall not unbundle individual or component parts of DISCONTINUANCE OF OPERATION OF ANY PORTION OF the Software or Data for independent use. THE INTERNET OR POSSIBLE REGULATION OF THE I. Hard-copy Documentation may not be copied. INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE j. Licensee shall not use, transfer, redistribute, or Deploy OPERATION OF THE WEB SERVICE. Enterprise Software outside the United States. 6.5 General Disclaimer. EXCEPT FOR THE'ABOVE EXPRESS ARTICLE 5—TERM AND TERMINATION AND EXPIRATION LIMITED WARRANTIES, ESRI DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER 5.1 Term.The term of this ELA shall be three(3)years from the EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, Effective Date, unless this ELA is terminated earlier as provided WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND herein.The tens of all licenses and the authorized period of use FITNESS FOR A PARTICULAR PURPOSE, for all Enterprise Software Deployed shall be concurrent with the NONINTERFERENCE, SYSTEM INTEGRATION, AND term of this ELA. No indefinite term or perpetual license grants NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. are provided with this ELA. ESRI DOES NOT WARRANT AND DISCLAIMS THAT THE ENTERPRISE SOFTWARE WILL MEET LICENSEE'S NEEDS; 5.2 Termination for Lack of Funds. Either party may terminate THAT LICENSEE'S OPERATION OF THE SAME WILL BE this ELA for Lack of Funds. Lack of Funds is the inability of UNINTERRUPTED, ERROR FREE, FAULT TOLERANT, OR Licensee to secure appropriation of funds through the legislative FAIL-SAFE;OR THAT ALL NONCONFORMITIES CAN OR WILL or governing body's approval process for annual payments due. BE CORRECTED. SOFTWARE, DATA, WEB SERVICES, AND DOCUMENTATION ARE NOT DESIGNED, MANUFACTURED, 5.3 Termination for a Material Breach. Either parry may OR INTENDED FOR USE IN ENVIRONMENTS OR terminate this ELA for a material breach by the other party. The APPLICATIONS THAT MAY LEAD TO DEATH, PERSONAL breaching party shall be given a period of ten(10)days from date INJURY, OR PHYSICAL PROPERTY/ENVIRONMENTAL of written notice to cure any material breach. DAMAGE. ANY SUCH USE SHALL BE AT LICENSEE'S OWN RISK AND COST. 5.4 No Use upon Expiration or Termination.Upon expiration or termination of this ELA, all Enterprise Software Deployed shall 6.6 Exclusive Remedy. Licensee's exclusive remedy and Esn's terminate. Licensee shall cease access and use of Web Services entire liability for breach of the limited warranties set forth in this and clear Web Services client-side data cache and cease use, Article 6 shall be limited, at Esri's sole discretion, to uninstall, remove, and destroy all Deployed Software, Data, and (i)replacement of any defective media; (ii)repair, correction, or a 13214-1 Page 3 of 6 02/29/2012 workaround for the Software subject to the Esri Maintenance Section 8.1 and to refund a portion of the fees paid by Licensee in Program found at www.esri.comlleaal/mamtenance.html; or the current fee payment period.The refund will be calculated for (iii)return of the license fees paid by Licensee for the Software or the time remaining for the fee payment period, starting from the Documentation that does not meet Esri's limited warranty, notice date of infringement to the end of the fee payment period. provided that Licensee uninstalls, .removes, and destroys all copies of the Software or Documentation and executes and 8.3 Esd shall have no obligation to defend Licensee or to pay any delivers evidence of such actions to Esri. resulting costs, damages, or attorneys' fees for any claims or demands alleging direct or contributory infringement of the ARTICLE 7—LIMITATION OF LIABILITY Software by (i)the combination of or integration with a product, process,or system not supplied by Esri;(ii)material alteration by 7.1 Disclaimer of Certain Types of Liability. ESRI AND ITS anyone other than Esri or contractors acting on behalf of Esri; LICENSOR(S) SHALL NOT BE LIABLE TO LICENSEE FOR (iii)use after Licensee has been notified of possible infringement; COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR or(iv)use after modifications are provided or a return is ordered SERVICES; LOST PROFITS; LOST SALES OR BUSINESS by Esri under Section 8.2. EXPENDITURES; INVESTMENTS;BUSINESS COMMITMENTS; OR LOSS OF ANY GOODWILL OR FOR ANY INDIRECT, 8.4 In no event shall the indemnification set forth in this Article 8 SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES apply to any Samples provided hereunder. ARISING OUT OF OR RELATED TO THIS ELA OR USE OF THE ENTERPRISE SOFTWARE, HOWEVER CAUSED ON ANY THE FOREGOING STATES THE ENTIRE OBLIGATION OF THEORY OF LIABILITY, WHETHER OR NOT ESRI OR ITS ESRI WITH RESPECT TO INFRINGEMENT OR ALLEGATION LICENSOR(S) HAS BEEN ADVISED OF THE POSSIBILITY OF OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY OF ANY THIRD PARTY. NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ARTICLE 9—GENERAL PROVISIONS 7.2 General Limitation of Liability. EXCEPT AS PROVIDED IN 9.1 Future Versions/Updates. Esri reserves the right to update ARTICLE 8—INFRINGEMENT INDEMNITY, ESRI'S TOTAL the Small Municipal and County Enterprise Software program CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES suite. Licensee may continue to use all Enterprise Software that OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED has been Deployed, but support and upgrades for deleted items TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT may not be available.As new Enterprise Software is incorporated LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, into the standard program,it will be offered to Licensee via written OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID notice for incorporation into the Enterprise Software Schedule at BY LICENSEE FOR ENTERPRISE SOFTWARE PURSUANT TO no additional charge. New or updated Enterprise Software may THIS ELA. require additional or revised terms and conditions.The terms and conditions subject to revision are limited to Article 1—Definitions, 7.3 Applicability of Disclaimers and Limitations. The parties Article 4—Scope of Use, and Exhibit 1—Scope,of Use(E300)or agree that Esri has set its fees and entered into this ELA in any term as required by law. Esri may provide notice of the reliance upon the disclaimers and limitations set forth herein,that additional terms or revisions to Licensee in writing or by posting the same reflect an allocation of risk between the parties,and that them on Esri's website at www.esri.condleaal. The additional the same form an essential basis of the bargain between the terms or revisions shall be incorporated into this ELA upon use of parties. THESE LIMITATIONS SHALL APPLY the updated or new Enterprise Software. Should Licensee reject NOTWITHSTANDING ANY FAILURE OF ESSENTIAL the additional terms or revisions,then Licensee shall not install or PURPOSE OF ANY LIMITED REMEDY. use the revised,updated,or new Enterprise Software. ARTICLE 8—INFRINGEMENT INDEMNITY 9.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, 8.1 Esri shall defend,indemnify,and hold harmless Licensee from reexport,transfer,or release the Enterprise Software,in whole or and against any loss, liability, cost, or expense, including in part, to (I)any US embargoed country (or to a national or reasonable attorneys' fees, which may be incurred by Licensee resident of any US embargoed country);(ii)any person on the US against any claims, actions,or demands by a third party alleging Treasury Department's list of Specially Designated Nationals; that the Software infringes a US patent, copyright, or trademark (iii)any person or entity on the US Commerce Department's provided Denied Persons List, Entity List, or Unverified List; or (iv)any person or entity to which such export or reexport violates any US a. Licensee promptly notifies Esri in wrifing of the claim; export control laws or regulations including,but not limited to,the b. Licensee provides documents clearly describing the terms of any export license or license exemption and any allegations of infringement; amendments and supplemental additions to US export laws as c. Esri has sole control of the defense of any actions and they may occur from time to time. negotiations related to the defense or settlement of any claim;and 9.3 Taxes and Fees. Sales or use taxes for the fees quoted are d. Licensee cooperates fully in the defense of the claim. as required by law. The tax amount may change depending on the time elapsed between this quote and date of the invoice. Esri 8.2 If the Software is found to infringe a US patent, copyright, or will include applicable sales or use taxes on your invoice unless trademark,Esri,at its own expense,may either(i)obtain rights for you provide proof with your order that your organization or use of Licensee to continue using the Software or (ii)modify the the product is tax exempt. allegedly infringing elements of the Software while maintaining substantially similar software functionality or data(nformabonal 9.4 No Implied Waivers.The failure of either party to enforce any content. If neither alternative is commercially reasonable, the provision of this ELA shall not be deemed a waiver of the infringing items shall be returned to Esri, the license shall provisions or of the right of such party thereafter to enforce that or terminate,and Licensee shall uninstall the infringing items. Esn's any other provision. entire liability shall then be to indemnify Licensee pursuant to E214-1 - Page 4 of 02/29/2012 9.5 Severability. The parties agree that if any provision of this b. Tier 2 Support Provided by Esri ELA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent (1) Esn shall log the calls received from Tier 1 Help Desk of the language enforceable. individuals. (2) Esri shall review all information collected by and 9.6 Successor and Assigns. Licensee shall not assign, received from Tier 1 Help Desk individuals including sublicense,or transfer Licensee's rights or delegate its obligations preliminary documented troubleshooting provided by under this ELA without Esr's prior written consent, and any Tier 1 Help Desk when Tier 2 Support is required. attempt to do so without consent shall be void.This ELA shall be (3) Esri may request that Tier 1 Help Desk individuals binding upon the respective successors and assigns of the parties provide verification of information, additional to this ELA. information, or answers to additional questions to supplement any preliminary information gathering or 9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, troubleshooting performed by Tier 1 Help Desk. and 9 of this ELA shall survive the expiration or termination of this (4) Esn shall attempt to resolve the Incidents submitted by ELA. Tier 1 Help Desk by assisting the Tier 1 Help Desk individuals. 9.8 Equitable Relief. The parties agree that any breach of this (5) When the Incident is resolved,Esri shall communicate ELA may cause irreparable damage and that,in the event of such the information to the Tier 1 Help Desk individuals, breach,in addition to any and all remedies at law, Esri shall have and the Tier 1 Help Desk shall disseminate the the right to seek an injunction, specific performance, or other resolution to the user. equitable relief in any court of competent jurisdiction. Esri may, at Esri's sole discretion, make patches, hot 9.9 Governing Law. This ELA shall be governed by and fixes, or updates available for downloading from Esr's construed in accordance with the laws of the state in which website. Licensee is located without reference to conflict of laws principles, except that US federal law shall govern in matters of intellectual c. No Software other than the defined Enterprise Software property. will receive maintenance under this ELA. Licensee may acquire maintenance for other Software (non-Enterprise ARTICLE 10--ELA MAINTENANCE Software)outside this ELA. ELA Maintenance for Enterprise Software provided under this ARTICLE 11—ORDERING, ADMINISTRATIVE PROCEDURES, ELA is included with the ELA Fee. ELA Maintenance includes DELIVERY,AND DEPLOYMENT standard maintenance benefits specified in the most current applicable Esri US Software Maintenance Program document 11.1 Orders,Delivery,and Deployment (found at www.esri.com/legal)as modified by this Article 10—ELA Maintenance. ELA Maintenance does not include Technical a. Licensee shall issue an Order upon execution of this ELA and Support for Web Services. annually thereafter in accordance with the ELA Quotation. Payment shall be due and payable within thirty(30)days of a. Tier 1 Support Provided by Licensee the anniversary date of the Effective Date, with the initial (1) Licensee shall provide Tier 1 Support through the payment due within thirty(30)days of execution of this ELA. Tier 1 Help Desk to all Licensee's authorized users. Esr's Federal ID Number is 95-2775-732. (2) The Tier 1 Help Desk will use analysts fully trained in b. Upon receipt of the initial Order from Licensee, Esri shall the Software they are supporting. authorize download of the Enterprise Software to Licensee for (3) At a minimum, Tier 1 Support will include those its Deployment activities. If requested,.Esri will ship backup activities that assist the user in resolving how-to and media to the ship-to address identified on the Order, FOB operational questions as well as questions on Destination,with shipping charges prepaid. For those entities installation and troubleshooting procedures. that avoid sales tax by downloading deliverables, request for instal ca Support analysts will he e initial points of delivery or receipt of tangible media may use license fees (4) Tier l I for all questions and Incidents.Tier 1 Support to be subject to taxes. Licensee acknowledges that should contact analysts shall obtain a full description of each reported such taxes become due, Esri has right to invoice and Incident and the system configuration from the user. Licensee agrees to pay any such sales s or use tax associated This may include obtaining any customizations, code with its receipt of tangible media. samples,or data involved in the Incident.The analyst c. Esri shall provide registration numbers or keycodes, as may also use any other information and databases applicable, to activate the nondestructive copy protection that may be developed to safisfactorily resolve program that enables the Enterprise Software to operate. Incidents. d. Licensee shall Deploy, install, configure, and track the (5) If the Tier 1 Help Desk cannot resolve the Incident,an Deployment status of the Enterprise Software. authorized Tier 1 Help Desk individual may contact 11.2 Order Requirements Esri Tier 2 Support. The Tier 1 Help Desk shall provide support in such a way as to minimize repeat a. All orders pertaining to this ELA shall be processed through calls and make solutions to problems available to Licensee's centralized point of contact. Licensee. b. The following information shall be included in each Order(or (6) Tier 1 Help Desk individuals identified by Licensee are ordering document): the only individuals(callers)authorized to contact Esri directly for Tier Support. Licensee may revise (1) Licensee name; Esri customer number, if known;and bill- named individuals by written notice. to and ship-to addresses (2) Order number (3) Applicable annual payment due E214-1 Page 5 of 02/29/2012 (4) On the face page of its Order (or ordering document), Licensee shall insert a reference to this ELA and the following statement: 'THIS ORDER IS GOVERNED BY THE TERMS AND CONDITIONS OF THE ESRI SMALL MUNICIPAL AND COUNTY ELA, AND ADDITIONAL TERMS AND CONDITIONS IN THE ORDER WILL NOT APPLY." ARTICLE 12—ENDORSEMENT AND PUBLICITY This ELA shall not be construed or interpreted as an exclusive dealings agreement or an endorsement of Esn by Licensee. Licensee agrees that upon execution of this ELA, Esd may publicize the existence of this ELA. ARTICLE 13—ADMINISTRATIVE REQUIREMENTS 13.1 OEM Licenses. Certain Esri partners are authorized to either embed limited portions of Esri technology or bundle Esd products or services with their application or service under Earl's OEM or Solution OEM programs. Partner pricing and product bundling are independent of this ELA, and each partner markets under its own business model and pricing. Licensee shall not be entitled to or seek any discount from the OEM partner or Esri, directly or indirectly, as a result of or based on the availability of such Software, Data, or Web Services as Enterprise Software under this ELA. Licensee shall not be entitled to or seek to decouple Esn's technology or products/services from the partner's bundle or solution. In addition, such Software, Data, Web Services,or any component thereof included in the OEM software program or product will be licensed through the license agreement provided by the OEM partner and not through this ELA. 13.2 Product Obsolescence. During the term of this ELA,some Enterprise Software items may become obsolete, may no longer be commercially offered, or may no longer be available for unlimited quantity Deployment. Licensee may continue to use such Enterprise Software that has been Deployed for the _ tens of this ELA, but updates for such obsolete Enterprise Software may not be available. Esri's Product Life Cycle Support Policy, available at helo.arcois.conVen/shared/Product-life -cycle/Producti-ifeCvcle.odf, defines the support phases and overall support plans. ELA Maintenance shall be subject to the individual Product Life Cycle Support Status,which can be found at ht[o://resources.arogis.com/mntent/i)roduct-life-cycles. 13.3 Renewal. Upon expiration of this ELA, the parties will evaluate Licensee's requirements. Any follow-on ELA will be offered in accordance with license terms and condition and pricing then in effect and based on Licensee's then current population count. 13.4 Annual Report of Deployments.At each anniversary date and ninety(90)days prior to the expiration date of this ELA, Licensee shall provide a written report to Esn detailing all Deployments made. The report will be subject to audit by an authorized representative of Earl. ARTICLE 14—OPTIONAL ITEMS If training courses identified in the ELA Quotation are acquired, they will be subject to the terms found in Exhibit 2—Training Addendum. In the event Licensee orders training courses, the terms and conditions of the Training Addendum will take precedence over the provision of this ELA with respect to the ' training courses. E214-1 Page 6 of 6 02/292012 EXHIBIT I Gesn- SCOPE OF USE (E300 02/27/2012) Esri,380 New York St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953 The scope of use for the Software,Data,and Web Services identified below is described in the applicable footnotes identified in parentheses. Software • Esri Business Analyst Server • ArcExplorer-Java and Windows Editions(20 and 25) -Workgroup(either 3,4,or 5 and 8,9,21,25,28,29,31,33, • ArcGIS API for iOS,Windows Phone,or Android(I,16,25,and 39,40,45,and 48) 33) -Enterprise(either 3,4,or 5 and 8,9,21,25,27,31,33,39,40, • ArcGIS Desktop 45,and 48) -Archdo(either I or 2 and 25,26,33,44,and 45) • Esri Business Analyst Server(Canadian Edition)(either 3,4,or 5 - ArcEditor(either 1 or 2 and 25,26,33,44,and 45) and 8,9,21,25,27,31,33,36,39,40,and 45) - ArcView,(either I or 2 and 25,33,44,and 45) - • Esri Business Analyst Server Developer(3,6,25,33,35,and 51) • ArcGIS Desktop Extensions(7) • Esri Business Analyst Server Developer(Canadian Edition)(3,6, • ArcGIS Engine Developer Kit and Extensions(1, 14, 15,22,25, 25,33,35,36,and 51) 26,and 43) • Esri CityEngine(either 1 or 2 and 44) • ArcGIS Engine Runtime and Extensions(either 1 or 2 and 15,22, • Esri Defense Mapping(either 1 or 2) 25,26,and 33) • Esri Developer Network(EDN)Software,Web Services,and • ArcGIS Explorer(20,25,and 33) Data(6,7,24,25,26,33,34,and 35) • ArcGIS for AutoCAD(1,20,and 25) • Esri File Geodambase API(47) • ArcGIS for iOS(1,25,and 33) • Esri Maps for IBM Cognos(5 and either 49 or 53) • ArcGIS Mobile Deployments(l, 15, 16,25,33,and 54) • Esri Nautical Solution(either I or 2) • AreGIS Runtime(I, 15,18,33,35,and 59) • Esri Production Mapping(either I or 2) • ArcGIS Runtime SDK(1, 15, I8,33,35,and 60) • Geoportal Clients for ArcGIS(7,20,and 52) • ArcGIS Server • MapObjects-Java Edition(1,5,8, 15, 18,and 19) - Workgroup(either 3 or 5 and 8,9,25,28,29,30,32,33,38, • MapObjects LT(1, 14,and 16) 39,40,and 45;if licensed as a Tenn License,6 will also apply) • MapObjects Windows Edition(I, 14,15, 16,and 18) - Enterprise(either 3,4,or 5 and 8,9,25,27,31,33,38,39,40, • MOLE(1) and 45;if licensed as a Term License,6 will also apply) • NetEngine Internet(5) > Cloud Bundle(6 and 33) • Portal for ArcGIS(5,6,31,33,61,62,and 63) • ArcGIS Server Extensions • Tracking Server(either 4 or 5 and 31) - ArcGIS for INSPIRE(7,8,33,and 35) Web Services - AreGIS Server Geoportal Extension(either 3,4,or 5 and 7 and • ArcGIS Online Services(6,25,33,34,and 35) 52) • Esri Business Analyst Online(6,25,33,48,56,57,and 58) - AreGIS Server Image Extension(7,8,and 42) • Esri Business Analyst Online Mobile(1,6,25,33,48,56,57,and - ArcGIS Server Image Extension Service Editor(1) 58) -Other Extensions(7) • Esri Community Analyst(6,25,33,48,56,57,and 58) • ArcGIS Web Mapping(including SharePoint,JavaScript,Adobe • Esri MapStudio(6,25,33,34,35,and 56) Flex,Microsoft Silverlight[WPF,SOAP,and REST)(6,33,and • Esri Redistricting Online(6,25,33,34,and 35) 35) • ArcIMS Data ArcIS and Extensions(either 3,4,or 5 and 8, 10,31,and ' Data with ArcGIS Data Appliance(6,23,25,and 41) 45) • Esri Address Coder(either 1,2,or 5 and 21,22,25,and 48) • Arc Logistics • Esri Business Analyst(Canadian Edition)Data(either I or 2 and - Desktop(1 and 25) 6,21,25,33,36,and 45) - Using ArcGIS Online(6,20,25,34,35,and 46) ' Esri Business Analyst Data(either I or 2 and 21,25,33,45,and 48) - Using ArcGIS Server(6,20,25,34,35,and 46) • Esri Business Analyst Server(Canadian Edition)Data(either 3, - Navigator(1 and 46) 4,or 5 and 21,25,33,36,and 45) • Are Pad(1, 12, 13,25,and 33) • Esri Business Analyst Server Data(either 3,4,or 5 and 21,25, • ArcReader(20,25,33,and 45) 33,45,and 48) • ArcView 3.x and Extensions(1,7,and 17) • Esri Data&Maps(either 1,2,3,4,or 5 and 23 and 37) • Esri Aeronautical Solution(either 1 or 2) • Esri Data(either 1,2,or 5 and 25 and 48) • Esri Business Analyst(Canadian Edition)(either I or 2 and 6,25, -Demographic,Consumer Spending,Market Potential,Retail 33,36,and 45) Marketplace,Business,Traffic,Shopping Center,Cable • Esri Business Analyst(either I or 2 and 25,33,45,and 48) Boundaries,Banking,and Crime • Esri Business Analyst Online API for Adobe Flex,Microsoft • Sourcebook•America(I and 21) Silverlight,SOAP,and REST(6, 16,25,33,35,55,and 56) • SlreetMap Premium(either 1,2,4,or 5 and 6 and 25) • Tapestry Segmentation(either I,2,or 5 and 21 and 48) E300 Page I of 5 02/27/2012 I. "Single Use License."Licensee may permit a single authorized end user to install and use the Software,Data,and Documentation on a single computer for use by that end user on the computer on which the Software is installed.Remote access is not permitted.Licensee may permit the single authorized end user to make a second copy for end user's exclusive use on a portable computer as long as only one(1)copy of the Software,Data,and Documentation is in use at any one(1)time.No other end user may use the Software,Data,or Documentation under the same license at the same time for any other purpose. 2. "Concurrent Use License." Licensee may install and use the Software,Data,and Documentation on computer(s)on a network, but the number of simultaneous users may not exceed the number of licenses acquired.No other end user may use the Software,Data,or Documentation under the same license at the same time for any other purpose. 3. "Development Server License."Licensee may install and use the Software on a single computer to design and build applications that interface with or utilize server Software as described in the Documentation. 4. "Staging Server License." In addition to the Development Server License rights, Licensee may use and install the Software for the following purposes:user acceptance testing,performance testing, load testing of other third-party software,staging new commercial data updates,and training activities. 5. "Deployment Server License." In addition to the Staging Server License rights,Licensee may install and use the Software or Data to provide services to multiple users on the same or other computer(s). 6. "Terre License."License is provided for use for a limited time period or on a subscription or transaction basis. 7. Extensions to Software programs follow the same scope of use as that granted for the corresponding Software programs. 8. The administration tools for the Software may be copied and redistributed throughout Licensee's organization. 9. User-developed ArcGIS Server administration tools may be copied throughout Licensee's organization,but the ArcCatalog application(found in ArcGIS Desktop)may not be copied. " 10. The AMMS license includes the right to deploy MapObjects—Windows Edition applications on the Internet or intranet. Licensee shall not develop client/server solutions with the ArcIMS—Java Archive(JAR)files without a license for the MapObjects—Java Edition developer kit. , 11. Reserved 12. Software is only licensed for navigational use when used in conjunction with ArcLogistics. 13. "Dual Use License"means the Software may be installed on a desktop computer and used simultaneously with either a personal digital assistant(PDA)or handheld mobile computer as long as the Software is only used by a single individual at any one(1)time. 14. Developers must include the following attribution with any deployed MapObjects application:"Portions of this computer program are owned by LizardTech, Inc.,and are Copyright© 1995-2002 LizardTech,Inc.,and/or the University of California. All rights reserved.US Patent No. 5,710,835." 1 1 15. Deployment licenses for desktop or Internet application(s)may be subject to payment of additional license fees. 16. Licensee may deliver applications to its sublicensee(s)provided Licensee uses a written sublicense agreement that protects Esri's rights in its Software, Data,Web Services,and Documentation to the same extent as the Esri License Agreement including,but not limited to,the following terms: a. Sublicensee may not reverse engineer,decompile,or disassemble the Esri Software,Data,Web Services,or Documentation,except to the extent permitted by applicable law;copy for commercial use;transfer;or assign its rights under the license grant; b. Sublicensee may not use any Esri Software,Data,Web Services,or Documentation,in whole or in part,separate from Licensee's executable application;and c. Third-party dependent or required components are redistributable subject to permission from the owner or author. d. Applications may be subject to deployment fees owed to Esri.Licensee shall contact its distributor for details. 17. Licensee may use Business Objects Crystal Reports software only with the ArcView 3.x Software with which it was acquired' and subject to the Crystal Reports License Agreement available on the media. Licensee may not use a software program or system to cache or queue report requests. 18. The deployment license is per application per computer. 19. lvapObjects—Java Edition contains Java Archive files,which indicate they are authentic Esri-certificated files when used over the Internet.Licensee shall not use Esri certification or reference Esri as a source of trusted content in any modified MapObjects—Java Archive files. Licensee may deploy the unmodified Java class Esri-certified libraries as an integral part of the Licensee's application(s). . 20. Licensee may reproduce and deploy the Software provided all the following occur:(a)the Softvare is reproduced and deployed, in its entirety;(b)a license agreement accompanies each copy of the Software that protects the Software to the same extent as the Esri License Agreement,and the recipient agrees to be bound by the terms and conditions of the license agreement:(c)all copyright and trademark attributions/notices are reproduced;and(d)there is no charge or fee attributable to the use of the Software. 21. Licensee shall not withhold any substantial right(e.g.,extension of credit)from any individual based solely on the individual's place of residence,as profiled in the Tapestry Segmentation system. E300 Page 2 of 5 02/27/2012 22. (a)ArcGIS Engine Runtime licenses shall not be used for Internet and server development and deployment;(b)an end user must license either ArcGIS Engine Runtime Software or other ArcGIS Desktop Software(AreView,ArcEditor,or Arclnfo)to obtain the right to run an ArcGIS Engine application on one(1)computer;and(c)the ArcGIS Engine Runtime extensions shall not be used in combination with ArcGIS Desktop Software to run ArcGIS Engine applications.A single user can have multiple applications installed on one(1)computer for use only by that end user. 23. Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at htto:/hvtriv.esri.com/lepal/, in the Help system,or in supporting metadata files,subject to the specific attribution descriptions and requirements for the dataset accessed. 24. EDN Software,Web Services,and Data may only be used by one(1)named developer per subscription solely for the purposes of research,development,testing,and demonstration of a prototype application.EDN server Software and Data may be installed on multiple computers for use by any named EDN developer. 25. Use of included third-party owned Data shall be subject to the Use of Data Restrictions found at htto:Hw"w.esri.com/Icgal/for the specific Data accessed.The Use of Data Restrictions may be modified by Esri from time to time.If a modification is unacceptable to Licensee,Licensee may cancel a subscription upon written notice to Esri,or discontinue use of the Data or Web Services,as applicable.If Licensee continues to use the Data or Web Services,Licensee will be deemed to have accepted the modification. 26. An ArcSDE Personal Edition geodatabase is restricted to ten(10)gigabytes of Licensee data. 27. ArcGIS Server Web ADF Runtime Software may not be deployed independent of Licensee's ArcGIS Server Enterprise configuration. 28. Use is limited to ten(10)concurrent end users of applications other than ArcGIS Server applications.This restriction includes use of ArcGIS Desktop Software,ArcGIS Engine Software,and third-party applications that connect directly to any ArcGIS Server geodatabase.There are no limitations on the number of connections from web applications. 29. Software can only be used with SQL Server 200512008 Express. ' 30. Use is restricted to a maximum of ten(10)gigabytes of Licensee data. 31. Redundant Software installation(s)for failover operations is allowed but can only be operational during the period the primary site is nonoperational.The redundant Software installations)shall remain dormant,except for system maintenance and updating of databases,while the primary site or any other redundant site is operational. 32. No redundant Software installation is permitted. 33. Licensee's access to and use of Cloud Bundle,ArcGIS Web Mapping,ArcGIS Online Services,Business Analyst Online, Business Analyst Online API,or Microsoft Bing Maps is conditioned upon Licensee's acceptance of the Esri Web Services and API Terms of Use the Business Analyst Online Web Subscription Terms and Conditions,the Terms of Use for Bine Maos Services,and any other terms and conditions applicable thereto or to any third-party data being accessed through them,found at htto:/hvww.esri.com/Ieeal. 34. Licensee's organization is limited to the number of specified credits,transactions,geography,or number of users as described in the online product description. 35. Licensed end users shall not share the client-side data cache derived from ArcGIS Online Services with other licensed end users or third parties. 36. Licensee's use of Esri Business Analyst(Canadian Edition)Data is subject to the Use of Data Restrictions specific to Esri Business Analyst(Canadian Edition)Data. 37. Data provided with StreetMap USA may be used for mapping,geocoding,and routing purposes but is not licensed for dynamic routing purposes. For instance,StreetMap USA may not be used to alert a user about upcoming maneuvers(such as warning of an upcoming turn)or to calculate an alternate route if a turn is missed. 38. The ArcGIS Server 3D extension included with ArcGIS Server Standard(Workgroup or Enterprise)may only be used for generating globe data cache(s)or publishing a globe document as an ArcGIS Globe Service.No other use of the ArcGIS Server 3D extension Software is permitted with ArcGIS Server Standard. 39. Any editing functionality included with ArcGIS Server is not permitted for use with ArcGIS Server Basic(Workgroup or Enterprise). 40. Geospatial Enterprise JavaBeans(EJB)provided with ArcGIS Server(Workgroup or Enterprise)is permitted for use only with ArcGIS Server Advanced. 41. Licensee may only use Data from a single state with the Single State version of ArcGIS Data Appliance.This restriction applies to a large-scale(i.e.,scale levels below 1:100,000)street map,transportation layer,boundaries and places layer,and one(I)-meter or better resolution imagery included in the USA Collection.This restriction does not apply to the small-scale (i.e.,scale levels above 1:100,000)maps provided in the World Collection,which are intended for display at global and regional scales. 42. Licensee has the right to one(1)desktop deployment of the ArcGIS Server Image extension Service Definition Editor for every four(4)cores of ArcGIS Server Image extension that are licensed. 43. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users with or without the ArcGIS Engine Runtime Software. E300 Page 3 of 02/27/2012 44. For any operating system environment in which Licensee runs instances of the Concurrent Use License management software, Licensee may run up to the same number of passive failover instances of the Concurrent Use License management software in a separate operating system environment for temporary failover support. 45. Data licensed with Esri Business Analyst and Esri Business Analyst Server is restricted for use only in conjunction with the respective Business Analyst extension. If Licensee orders a license for Esri Business Analyst or Business Analyst (Canadian Edition)with a subset of the national dataset(i.e.,Region,State, Local),Licensee may use only the licensed subset,not any other portion of the national dataset. 46. Licensee should not follow any route suggestions that appear to be hazardous,unsafe,or illegal. Licensee assumes all risk of using this navigation Software. 47. Licensee may develop and distribute software or web applications that use the Esri File Geodatabase API to Licensee's end users. 48. Licensee may include reports and maps created from the Software or Data in hard-copy or read-only format for presentation packages or marketing studies for subsidiaries and customers.The total content of the Esri reports and maps must be less than twenty percent(20%)of Licensee's total content of the presentation package or marketing study.Full,complete,stand-alone reports or maps created from the Software or Data and not part of a presentation package or marketing study cannot be resold, sublicensed,or otherwise transferred without prior written permission of Esri. Licensee's third-party customer may only receive reports and maps generated by Licensee and may only use the maps and reports received from Licensee for internal purposes. In no case shall Licensee redistribute the Data in digital formats. 49. A user quantity restriction applies.This authorizes installation and use of a sufficient quantity of instances of ArcGIS Server Enterprise Standard solely for the purposes of integrated communication between Esri ArcGIS Server Map Services and IBM Cognos data packages and is subject to the per user restriction. 50. Reserved 51. Esri Business Analyst Server Developer and Data may only be installed on one(1)server per license solely for the purposes of research,development,testing,and demonstration of a prototype application. 52. Source code is the intellectual property of Esri.Licensee shall treat any source code file identified as"Software"in a README file or at http:/hvww.esri.comAegal/as a trade secret for Licensee's own internal use only and not for further redistribution or access by unlicensed third parties.Licensee shall not modify the Software,Documentation,Data,or source code to incorporate, embed, link,or otherwise include any code,libraries,or data licensed or distributed under an open source licensing or distribution models similar to Free Software Foundation's GNU General Public License(GPL)or GPL-compliant licenses, including,without limitation,the Artistic License(e.g.,Perl),the Mozilla Public License,the Netscape Public License,and the Sun Community or Industry Standards License,that could require a user to make its proprietary source code available to a requesting third party. 53. This authorizes installation and use of a sufficient quantity of instances of ArcGIS Server Enterprise Standard solely for the purposes of integrated communication between Esri ArcGIS Server Map Services and IBM Cognos data packages. 54. ArcGIS Mobile is licensed for use with ArcGIS Server Advanced(Enterprise or Workgroup)and ArcGIS Desktop(Arcinfo, ArcEditor,ArcView,and ArcGIS Engine applications). 55. Licensee may develop software or web applications that use the Business Analyst Online API to access,query,create,display, and redistribute Reports and resulting static,electronic maps to end user(s)of Licensee's software or web applications. End user(s)of Licensee's sofivare or web applications may use the Reports and maps for internal purposes only and not for further redistribution."Report"means any formatted output created by the Business Analyst Online API,which includes PDF,CSV, Excel,HTML,and XML formats.Licensee shall not redistribute any Data in vector formats. 56. For Reports or maps displayed or posted to an external website,or Reports or maps created for Licensee's end user(s),Licensee shall affix an attribution notice to Licensee's online and/or hard-copy output that acknowledges Esri s and its third-party data supplier's intellectual property.These notices are found in the PDF or export image format of each individual Report or image, or as follows:"Source[Esri,Supplier]"or Copyright©[year(s)][Esri,Supplier].All rights reserved." 57. licensee may only display or post any combination of 100 Business Analyst Online or Community Analyst Reports and maps on its external websites. 58. licensee shall order a separate Business Analyst Online or Community Analyst subscription for each person who uses Business Analyst Online or Community Analyst and shall provide output from the Business Analyst Online or Community Analyst subscription only to the e-mail of the individual subscriber.Licensee shall not unbundle or use independently of Licensee's Subscription any software components used to access the Deliverables,including,but not limited to,Business Analyst Online API or Community Analyst API. 59. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users with or without the ArcGIS Runtime Software up to the number of deployment licenses that have been purchased. 60. (a)ArcGIS Runtime licenses shall not be used for Internet and server development and deployment;(b)an end user must purchase a software application that includes an ArcGIS Runtime license to obtain the right to run an ArcGIS Runtime application on one(1)computer.A single user may have multiple ArcGIS Runtime licensed applications installed on one(1)computer that utilize a single ArcGIS Runtime. E300 Page 4 of 5 02/27/2012 61. Oracle is a third-party beneficiary of Esri s rights under the Esri License Agreement with respect to the Software but is not a party hereto and assumes no obligations hereunder. 62. Esri and its Licensors reserve the right to conduct an audit of Licensee's use of the Software. Licensee will provide reasonable assistance and access to information regarding Licensee's use of the Software.Audit results may be reported to Esri's Licensors.Fees for over-deployment or excess usage are payable within thirty(30)days of the invoice date. 63. Licensee may not publish the results of benchmark tests run on the Software without the prior written permission of Esri and its Licensors. E300 Page 5 of 5 02/272012 EXH I BIT 2 esrr TRAINING ADDENDUM (E207SET 3111) Esri,380 New York SL,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953 ARTICLE 1—TRAINING DESCRIPTION Esri offers instructor-led training related to the use of its proprietary GIS software.Esri will provide to Licensee a fixed number of training days to use for Instructor-Led Training,as defined in this Small Enterprise Training Package,if purchased. Instructor-Led Training events occur at an Esri Learning Center or via the web in a cloud environment.The Esri software training course(s)to be conducted,location,schedule dates, and registration requirements are set forth in the Esri Training catalog located on Earl's Training website(htt)://trainino.esn.com).All courses are conducted in substantial conformity with course descriptions outlined on the Esri Training website.Esri reserves the right to modify course content when necessary due to software technical capabilities or limitations. ARTICLE 2—ESRPS RESPONSIBILITIES • Esri will provide an instructor qualified to conduct the courses)as well as all necessary training materials sufficient for the number of registered participants (hereinafter "Student(s)") on the scheduled dates. Esri will provide each Student with a course manual where applicable. • Esri will confirm Learning Center training class scheduled dates approximately ten(10)business days prior to the class start date. ARTICLE 3—LICENSEE'S RESPONSIBILITIES • Licensee must ensure the protection of Esri's copyrights. Licensee shall neither copy or distribute nor permit a third party to copy or distribute any of Esri's training material(s)unless otherwise required by law. • Licensee must not resell seats)to an Esn training Gass unless explicitly authorized in writing by Esri. • Licensee must confirm that all registered Students meet the minimum prerequisites for the applicable class set forth on Earl's Training website. • Licensee must ensure that all Students have received confirmation from Esri to participate in an Esri training event.Unregistered Students are not permitted to view or participate in a Virtual Classroom training event.Esn reserves the right to disconnect any Student who permits access to unregistered Students. • Licensee must submit registrations with a confirmed payment commitment at least seven(7)business days before the class start date. If Licensee submits a registration without a confirmed payment, Earl will not confirm the seat reservation.The reservation will be added to the waiting list pending payment confirmation and subject to availability. • US government export control laws and regulations prohibit US persons from engaging in transactions with certain denied persons found on various US Government Denied Persons lists (e.g., US Department of the Treasury's Specially Designated Nationals List, US Commerce Department's Denied Persons/Enfity List,etc.). To meet these export requirements, Licensee must submit to Esri Customer Service a list of the names of Students that are to attend any training class. Any Student that is found on any of the various US Government Denied Persons lists will not be permitted to attend training. • Licensee is responsible for all Student travel arrangements. Esri assumes no responsibility for losses from nonrefundable travel arrangements resulting from denial of a Student's participation due to US government export regulation requirements,course scheduling changes,or cancellations. • Licensee must provide written notice to Esn's Customer Service at service(diesri.com of any Cancellation, rescheduling, or Student substitution requirements and receive confirmation of these change(s)prior to the class start date. • Licensee is responsible to ensure that it adheres to the course, facility, and equipment requirements for Esri training as found at hf p:l/training.esri.mm/gateway Index.cfm?fa=training Ogtions.gateway. • Students may not use audio and/or video recording equipment within the classroom without prior written approval from Esri. Esri reserves the right to record a classroom training event for future rebroadcast. ARTICLE 4—CANCELLATION AND RESCHEDULING POLICY • When a Student's place in class is filled by another person from the same organization,a Student substitution is allowed at no cost provided Esn's Customer Service department is notified three(3)business days in advance of the class start date.Should a Student substitution occur without three(3)business days'notification,an additional nonrefundable transfer and data processing fee may be assessed. • A Student may transfer from one(1)scheduled Esri Learning Center class to another one(1)time at no additional charge provided Est's Customer Service department is notified three(3)business days in advance of the class start date.Subsequent transfers or transfers that occur without three(3)business days' notification may incur a transfer fee. • Students may cancel their enrollment in a class provided Esrfs Customer Service department is notified three(3)business days in advance.If three(3)business days'notification is not provided,Students may be charged the full Student Seat fee. If Esri is unable to conduct the training on the scheduled date, Esri will notify Licensee at least three(3)business days before the scheduled date. If cancellation of a training event is necessary due to Force Majeure, the affected party is released in full from the three (3}business-day notification.The affected party will either reschedule the training or cancel the order without that affected party incurring any liability. E207SET Page] oft 03/25/2011 ARTICLE 5—UNIQUE TERMS FOR THE SMALL ENTERPRISE TRAINING PACKAGE • To order training,Licensee must include training in the Purchase Order for the ELA or provide a Purchase Order as required and specified within the ELA that matches the Esri quotation. • Where Licensee submits additional Purchase Orders to purchase training days for additional year(s), any unused training days will automatically roll over. • A Purchase Order is required annually for each three(3}year tens. Failure to submit annual Purchase Orders will result in the forfeit of unused training days. • Licensee must assign an individual within its organization to the role of Training Administrator to serve as liaison between Licensee's organization and Esri as well as internally manage and authorize allocated training days. • The training days are available for a period of twelve (12) months, commencing on the purchase Effective Date, and ending when all training days are consumed,whichever is sooner. • Esn will invoice for outstanding training expenses where applicable. • Training days are not transferable and not refundable for any other Esri products or services. ARTICLE 6—RESERVATION OF OWNERSHIP AND GRANT OF LICENSE Except as specifically granted in this Agreement, Esri and/or its licensors own and retain all right, title, and interest in software, data, documentation,and training materials. ARTICLE 7—WARRANTY 7.1 Esn will provide training in a manner consistent with the technical and professional standards of the industry. 7.2 Disclaimer of Warranties.WITH THE EXCEPTION OF THE LIMITED WARRANTY SET FORTH IN THIS ARTICLE, ESRI DISCLAIMS, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING,WITHOUT LIMITATION,ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE,AND NONINFRINGEMENT,AS WELL AS ANY WARRANTIES THAT THE TRAINING IS ERROR FREE. ARTICLE 8—LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY EXCEPT FOR INDEMNITY ASSOCIATED WITH CLIENT SITE TRAINING, IN NO EVENT SHALL ESRI BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR TRAINING; LOST PROFITS; LOST SALES; BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF, OR RELATED TO, THIS AGREEMENT, HOWEVER CAUSED OR UNDER ANY THEORY OF LIABILITY, EVEN IF ESRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ESRI'S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE PORTION OF THE TRAINING UNDER THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ARTICLE 9—UCC INAPPLICABILITY Training provided under this Agreement will not be governed by the Uniform Commercial Code(UCC)and will not be deemed"goods"within the definition of the UCC. r E207SET Page 2 of 2 03/25201 I • Gesn Quotation # 20403324 Date: April 4, 2012 ENVIRONMENTAL SYSTEMS RESEARCH'INSTITUTE, INC. Custom_ er# 148538 Contract# 606 Columbia St NW,Ste 300 Olympia,WA 98501-1099 CITY OF ASHLAND Phone: (909)793-2853 Fax: (360) 943-6910 PUBLIC WORKS DUNS Number: 06-313-4175 CAGE Code: OAMS3 20 E MAIN ST ASHLAND, OR 97520 To expedite your order,please attach a copy of this quotation to your purchase order. ATTENTION: Jason Wegner Quote is valid from:0410412012 To:0710312012 PHONE: (541) 552-2417 FAX: Material Qty Description Unit Price Total 110035 1 'Populations of 0 to 25,000 Small Government Term Enterprise License 26,775.96 26,775.96 Agreement(Year 1) 110035 1 Populations of 0 to 25,000 Small Government Term Enterprise License 25,000.00 25,000.00 Agreement(Year 2) 110035 1 Populations of 0 to 25,000 Small Government Term Enterprise License 25,000.00 25,000.00 Agreement(Year 3) Item Total: 76,775.96 Subtotal: 76,775.96 Sales Tax: 0.00 Estimated Shipping&Handling(2 Day Delivery): 0.00 Contract Pricing Adjust:. 0.00 Total: $76,775.96 "Pro-rated term charge of$1775.96 has been included for the first year ELA fee, to adjust the ELA term date from June 6th to July 1 st. Existing credit of$1451.51 will be applied to the invoice for the first year ELA fee." Please indicate on your pustl aae wrier ditnis purcM1ase is funded laraugh Vie Nnencan Recovery and Reinvesanenf Pct,and vfied r Esd u e Pr.R pienL SUUreppert w Vendor for mi wang purposes. For questions contact: Sarah Barnes Email: sbarnes @esri com Phone: (909)793-2853 x8934 Acceptance of this quotation is limited to the Esd License Agreement and the Quotation Terms and Conditions This Quotation is made in confidence for your review.It may not be disclosed to third parties,except as required by law. If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630 BARNESS This offer is limited to the terms and conditions incorporated and attached herein. Gesn Quotation # 20403324 Date: April 4, 2012 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. Customer# 148538 Contract# 606 Columbia St NW, Ste 300 Olympia,WA 98501-1099 CITY OF ASHLAND Phone: (909)793-2853 Fax: (360) 943-6910 PUBLIC WORKS DUNS Number: 06-313-4175 CAGE Code: OAMS3 20 E MAIN ST ASHLAND, OR 97520 To expedite your order,please attach a copy of this quotation to your purchase order. ATTENTION: Jason Wegner Quote is valid from:0410412012 To:0710312012 PHONE: (541) 552-2417 FAX: BY SIGNING BELOW YOU ARE INDICATING THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION. DO NOT USE THIS FORM FOR ORDER ACTIVATION IF YOUR ORGANIZATION WILL NOT HONOR AND PAY AN INVOICE THAT HAS BEEN ISSUED AT YOUR DIRECTION WITHOUT ADDITIONAL AUTHORIZING PAPERWORK. If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to Indicate your acceptance,you must fax Esri the signed quote in Its entirety in order for the quote to be accepted.You will be contacted by your Customer Service Representative If additional information is required to complete your request. If your organization is a US Federal,state,or local government agency;an educational facility;or a company that will not pay an invoice without having issued a formal purchase order,a signed quotation will not be accepted unless it is accompanied by your purchase order. If you choose to discontinue your maintenance,you will become Ineligible for maintenance benefits and services.All maintenance fees from the date of discontinuation will be due and payable If you decide to reactivate your maintenance coverage at a later date. This quotation Is subject to the terms set forth herein and the terms of your agreement with Earl,if any,or as otherwise provided by Esri's standard terms and conditions at www.esri.com/legal,which are Incorporated by reference.Federal Government entities and prime contractors buying under GSA pricingtterms are subject to Esri's Federal Supply Schedule GSJ5F50861-1. Acceptance is limited to terns of this quotation.Esri objects to and expressly rejects any different or additional terms contained in any purchase order,offer or confirmation sent or to be sent by buyer.All terms of this quotation as referenced above shall be Incorporated Into and are part of any further or additional agreement regarding Esri's software data,web services,training,services and maintenance. In order to expedite processing,please reference the quotation number and any/all applicable Esri contract number(s)(e.g.MPA,ELA,SmartBuy,GSA, BPA)on your ordering document. By signing below,you are authorizing Esrl to issue an invoice for the items Included in the above quote in the amount of: E .plus sales taxes if applicable. (Note:Shipping costs are subject to change.) Please check one of the following: _I agree to pay any applicable sales tax. e1 am tax exempt,ple se contact me if exempt information y�nos currently on file with Esri. %MA r.. 9 Q. CCtL6hqq(i 1./ �S 112 Signature of Authorized Representative Date VV\,f\"kmI (Z. 1�/4�t1f1 Name(Please Print) Tit e The quotation Information is proprietary and may not be copied or released other than for the express purpose of system selection and purchasellicense.This information may not be given to outside parties or used for any other puppets without consent from Environmental Systems Research Institute,Inc(Esn). My estimated sales and/or use tax reflected on this quote has been calculated as of the date of mis quotation and is merely provided as a convenient for your ori,amm on's budgetary purposes.Ean rxaaryes Me right to adjust and collect sales and/or use tax at the actual date of invoicing.If your organization is tax exempt or pays state tax directly,then pnor to invoicing,your organization must provide Est with a copy of a current tax exemption ceNfimte issued by your state's taxing immunity for me given jurisdiction. Please indicate on your purchase order it Pis purchase is funded through Me American Recovery and Reinvestment Pct,and whether Esn is a Prime Recigent,Subrempierit,or vendor for reporting purposes. For questions contact: Sarah Barnes Email: sbarnes0esri.corn Phone: (909)793-2853 x8934 Acceptance of this quotation is limited to the Esri License Agreement and the Quotation Terms and Conditions This Quotation is made in confidence for your review.It may not be disclosed to third parties,except as required by law. If sending remittance, please address to:Esri, File No. 54630, Los Angeles, Ca 900744630 BARNESS This offer is limited to the terms and conditions incorporated and attached herein. Page 1 / 1 ASHLAND ' • CITY RECORDER �. CITY O F DATE,_ PO NUMBER'.': 20 E MAIN ST. 6/8/2012 10903 ASHLAND, OR 97520 (541)488-5300 VENDOR: 003109 SHIP To: Ashland Public Works ESRI INC (541)488-5587 FILE#54630 51 WINBURN WAY LOS ANGELES, CA 90074 ASHLAND, OR 97520 FOB Point: Req.No.: - Terms: Net 30 days Dept.: Req. Del.Date: contact: Jason Wegner Special lnst: Confirming? NO Ouanti JUnit � "'.� � :; � � ' Descry tlon'�. � ;-, � .. � �.' " Unit Price � - ---Ext.Price ,- ESRI Small Municipal and County 26,775.96 Enterprise License Agreement(ELA) is a three-year agreement that will grant our organization ongoing access to the existing ESRI software and licenses already deployed at the City of Ashland. The ELA will be effective July 1, 2012 and will require a firm, three-year commitment. FY 13-$26,775.96 (Pro-rated term charge of$1775.96 has been included for the first year ELA fee, to adjust the ELA term date from June 6th to July 1st) FY 14 $25,000 FY 15 $25,000 CREDIT- Existing credit of$1451.51 1,451.51 will be applied to the invoice for the first year ELA fee. SUBTOTAL 25 324.45. BILL TO:Account Payable TAX 0.00 20 EAST MAIN ST FREIGHT 0.00 541-552-2028 TOTAL 25,324.45. ASHLAND, OR 97520. .;'ACcourit Number . • '_:Project Number ''Amount AccodntNdmber Project,NumbeF .. Amount B 710.17000 25 000.00 E 710.08.11.00.601400 324.45 Authori edsignature VENDOR COPY FORM0 CITY OF A rer'imst for a Purchase Order. ASHLAND REQUISITION Date of request: June s,2012 Required date for delivery: lasap Vendor Name E-SR1 Address,City,State,Zip 380 NPwYnrk at Redlands cA 92373,91011 Contact Name&Telephone Number Fax Number Sarah RarnPS 909-793-2853 x8934 909-793-5953 S URCING METHOD IKL Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form#13,Written findings and Authorization AMC 2.50 .090 fl)(2) Date approved by Council: ❑ Written quote or proposal attached Written uote or proposal attached ❑ Small Procurement Cooperative Procurement Less than$5,000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon ❑ Direct Award Date approved by Council: Contract# ❑ VerbalMritten quote(s)or proposal(s) ❑ Slate of Washington Intermediate Procurement ❑ sole Source Contract# GOODS&SERVICES ❑ Applicable Form(#5,6,7 or 0) ❑ Other government agency contract $5.000 to$100,000 ❑ Written quote or proposal attached Agency ❑ (3)Written quotes attached ❑ Special Procurement Contract# PERSONAL SERVICES ❑ Form#9,Request for Approval Intergovernmental Agreement $5,000 to$75.000 ❑ Written quote or proposal attached ❑ Agency ❑ Less than$35,000,by direct appointment Date approved by Council: Date original contract approved by Council: ❑ 3 Written proposals attached Valid until: Date (Date) Description of SERVICES Total Cost The ESRI Small Municipal and County Enterprise License Agreement(ELA)is a three-year agreement that will grant our organization ongoing access to the existing ESRI@)software and licenses already deployed at the City of Ashland. The ELA will be effective July 1,2012,and will 26,775.96 require a firm,three-year commitment. FY 13 will be for$26,775.96,FY 14$25,000, FY$25,000 Item # Quantity Unit Description of MATERIALS Unit Price Total Cost TOTAL COST ❑ Per attached quotelproposal �y 12— $26,775.96 Project Number______•___ Account Number 710.93. 11 .60 - 60/410v 32 y, qs Account Number___-__-_ _____ Account Number___-_ _710-_170700 2S1 O0O ry 13 'Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: ITDirector Date Support-Yes/No By signing this r�e-q-uisition form,I certify that the City's public contracting requirements have been satisfied. Employee Signature: gW✓U'l.�V z�� Department Head Signature: L ( g r Z I (Equal to or greater than$5,000) Additional signatures(if applicable): ��ff Funds appropriated for current fiscal year: ES / NOC.yC Finance Director-(Equal to orgreater an$5,000) Date Comments: Form#3-Requisition