HomeMy WebLinkAbout2009-061 Agrmt - ESRI Inc
CITY OF
ASHLAND
Memo
DATE:
TO:
FROM: .
SUBJECT:
May 15, 2009
Mike Faught
Jason Wegner
GIS Enterprise License Agreement (ELA)
Mike,
Please refer to the attached quote #20346892 for Environmental Systems Research Institute's
(hereafter known as ESRI) Small Municipal and County Enterprise License Agreement (ELA).
The ELA will provide GIS software that meets Ashland's GIS needs for $25,000. In addition to
software, staff will purchase a new GIS server for $10,000 for a total project cost of $35,000. This
puts the project $15,000 below the adopted budget of $50,000. In accordance with the Ashland
Municipal Code, this is a sole source and exempt from competitive bidding.
/
Under AMC Section 2.50.070 Procedure for Competitive Bids
All Public Contracts shall be based upon Competitive Bidding pursuant to ORS
279A - 279C and the Attorney General Model Rules, OAR Chapter .137 Divisions
46 - 49, except for the following:
(2) Contracts for licenses and maintenance of computer hardware,
computer software, and telecommunications products (including cable,
video and television products).
The ELA will provide unlimited access to all of the software ESRI offers, in unlimited quantities,
precluding the need to buy eaoh separately. This could not only help us realize significant cost
savings, but allow us to great expand GIS services at the City of Ashland. Through this ELA, we
hope to:
. Provide a single, multiuser, robust database for GIS that will be accessible to other city
databases and city software developers to design and integrate applications around;
Examples include Cartegraph, Utility Billing and Eden.
. Enable appropriate personnel direct access to the GIS database for creation and
maintenance of spatial data;
. Provide internal distribution of maps via a browser based viewing application;
. Provide external, public distribution of maps and data via browser based viewing
applications.
Please refer to the attached quote for the agreement details.
Quotation # 20346892
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.
ESRI, Inc.
380 New York Street
Redlands, CA 92373-8100
Phone: 909-793-2853 Fax: 909-307-3049
DUNS Number: 06-313-4175 CAGE Code: OAMS3
,
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 05/12/2009 To: 08/10/2009
Date: May 12, 2009
Customer # 148538 Contract #
CITY OF ASHLAND
PUBLIC WORKS
20 E MAIN ST
ASHLAND, OR 97520
ATTENTION: Jason Wegner
PHONE: (541) 552-2417
FAX:
Material Qty Description
110035 1 Populations of 0 to 25,000 Small Government Enterprise License
Agreement
Year 1
110035 . 1 Populations of 0 to 25,000 Small Government Enterprise License
Agreement
Year 2
110035 1 Populations of 0 to 25,000 Small Government Enterprise License
Agreement
Year 3
Unit Price
25,000.00
Total
25,000.00
25,000.00
25,000.00
25,000.00
25,000.00
Item Total:
Subtotal:
Sales Tax:
Estimated Shipping & Handling(2 Day Delivery) :
Contract Pricing Adjust:
Total:
75,000.00
75,000.00
0.00
0.00
0.00
$75,000.00
"
Quoted By: Robert WolI, (800) 447-9778 x1306
Email: rwoll@esri.com
Account Manager: Jenny Brogdon
Email: jbrogdon@esri.com
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 90074-4630
This offer is limited to the terms and conditions incorporated and attached herein.
WOLLR
May 12,2009
Mr. Jason Wegner
CITY OF ASHLAND
20 E MAIN ST
ASHLAND, OR 97520
ELA Quotation #20346892
Dear Jason,
The ESRI Small Municipal and County Enterprise License Agreement (ELA) is a three-year
agreement that wiII grant your organization access to the ESR.I@ software listed below on an
unlimited basis including maintenance on all software offered through the ELA for the term of
the agreement. The ELA will be effective on the date executed and will require a fIrm, three-year
commitment.
Based on ESRI's work with several organizations similar to yours, we know there is signifIcant
potential to apply geographic information system (GIS) technology in many operational and
technical areas within your organization. For this reason, we believe that your organization will
greatly benefIt from an enterprise license agreement. An ELA will provide your organization
with numerous benefIts including:
. A lower cost per unit for licensed software
. Substantially reduced administrative and procurement expenses
. Maintenance on all ESRI software deployed under this agreement
. Complete flexibility to deploy software products when and where needed
The program includes unlimited access by your organization during the term of this agreement to
the ESRI Enterprise Software listed 1:ielow. Licenses are valid for the three-year term of the
agreement.
. ArcGIS@ desktop software--ArcInfo@, ArcEditor~; ArcView@
. ArcGIS desktop extensions-3D Analyst™, Spatial Analyst, qeostatistical Analyst,
ArcScitn~, ArcGIS Publisher, Maplex~, Network Analyst, ArcGIS Schematics, Job
Tracking for ArcGIS (JTX™)
. ArcGIS server-based software--ArcGIS Server (advanced, standard, basic/workgroup,
enterprise)
. ArcIMS@
. ArcGIS Server extensions-3D Analyst, Network Analyst, Spatial Analyst,
Geostatistical, Schematics and Job Tracking for ArcGIS (JTX™)
. ArcGIS Engine Rnntlme deployments
. ArcGIS Engine Runtime extensions-3D Analyst, Spatial Analyst, Geodatabase
. Update, Network Analyst, Arc Schematics and Maplex
Also included in the program are:
. Enterprise Software-ESRI Developer Network-Dne annual subscription to the ESRI
Developer Network (EDNsM) for each year the ELA is in effect
. VIrtual Campus (Web training}-5,OOO dollars for standard ESRI-authored courses
only (third-party authored courses not included)
. Instructor-led training-Five percent discount on all corrunercially available courses at
ESRI facilities
Payment terms for the ELA follow:
Year I Year 2 Year 3 Total
~To'faliAnnfiijfFeet,0: r;,?] f:$25'ooorOO~ ~$I5;OOOYoo~ m5!OOO;oO~ ~~:f[$75iOOO.OO} ;,
ArcPad optional unlimited deployment add-on:
Year I Year 2 Year 3
'. Ai1nuahF.e~' i.. '"',, / ."" j I~~. ;$500!OOll r.~,$5o'owOil L'; !$5ootoml t<:.
Total
,!$.ll'50orOO)~;" :
Data Interoperability ootional unlimited deployment add-on:
Year I Year 2 Year 3 Total
;Ai1i1iialme~\';:c,'_<"0'"'1;'?g B$U50oloOi! ~2$'h500iO-OU l,$'I-'5lJO'!OOll ~tc<1$4'500:00i) ,'j
All current departments, employees. and in-house contractors of the organization will be eligible
to use the software and services listed above. ..
The following key business terms and condilions will apply:
. If your organization wishes to acquire and/or maintain any ESRI software during Iheterm
of the agreement that is not included in this proposal, it may do so separately from Ihis
ELA at the ESRI pricing that is generally available for your organization for software and
maintenance.
2
Small Gov Levell
E$RI 380 New York St., Redlands, CA 92373-8100. USA. TEL 909-793-2853. FAX 909-793-5953 info@esri.com.WEB VM'W.esri.com
. Software and services included in this proposal may only be deployed and used within
the United States.
. ESRI technology that may be embedded in third-party products that your organization
licensed or may acquire is not included under this agreemenL
. The organization will establish a single point of contact for orders and deliveries and will
be responsible for redistribution to eligible users.
. The fIrst payment will be due \\~thin 30 days of the effective date. Second and third
payments \\~Il be due within 30 days of the anniversary date of the contract_
. The organization will establish a Tier I support center to fIeld calls from internal users of
ESRI soft\vare. The organization may designate up to two individuals who may directly
contact ESRI for Tier 2 technical support_
. ESRI \vill deliver two boxes of media_
~
. ESRI \vill provide up to 10 hardware keys, at no additional charge, upon your request.
. The organization will provide an annual report of installed ESRI software to ESRI_
. ESRI software and updates that you are licensed to use will be shipped automatically as
they become available_
. The organization will act as an ESRI reference site and will permit ESRI to publicize its
use of ESRI software and services.
.. The organization will receive two complimentary annual registrations to the ESRI
International User Conference.
. Subject to open records or public disclosure law, the details of this agreement will be
confidentW and may not be disclosed by the contracting parties_
. ESRI reserves the right to adjust and collect sales and/or use tax at the actual date of
invoicing.
. Licenses are valid for the term of the ELk
This program offeris valid for 90 days. To complete the agreement \\~thin this time frame,
please contact me \vithin the next seven days to work through any questions or concerns you may
have_
3
Small Gov Levell
ESRI 380 New York St.. Redlands. CA 92373-8100, USA. TEL 909-793-2853 . FAX 909~793~5953 Jnfo@esrLcom.WEB W"NW.esri.com
To expedite your acceptance of this ELA offer:
1. Sign andretum the signature page of the ELA \\1th a Purchase Order or issue a Purchase
Order that references this ELA Quotation and includes the following statement on the face of
the Purchase Order "THIS PURCHASE ORDER IS GOVE&'1ED BY THE TE&"IS AND
CONDITIONS OF THE ESRI S;\IALL ;\ruNICIPAL AND COUNTY ELA AND M~Y
DIFFERENT OR ADDITIONAL TERMS AND CONDITIONS IN OR WITHTIDS
PURCHASE ORDER SHALL NOT APPLY." and have it signed by an authorized
representative of the organization.
2. On the first page of the ELA, identify the central point of cont.act/agreement administrator.
The agreement administrator is the party that will be the contact for management of the
software, administration issues, and general operations. Information should include name, title
if applicable, address, phone number, and e-mail address.
3. In the purchase order, identify the "Ship to" and "Bill to" information for your organization.
4. Send the purchase order and agreement to the address noted below:
ESRI
Attn.: Customer Service SG-ELA
380 New York Street
Redlands, CA 92373-8100
Or e-mail service@esri.com or fax documents to 909-307-3083.
\
I appreciate the opportunity to present you with this proposal, and I believe it will bring great
benefits to your organization.
Thank you very much for your consideration.
Best regards,
Jenny Brogdon
4
Small Gov Levell
ESRI380 New York St., Redlands, CA 92373-8100, USA. TEL 909-793-2853. FAX 909-793-5953 info@esri.com.WEB W'MV.esrl.com
O.
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~.
SMALL MUNICIPAL AND COUNTY
ENTERPRISE LICENSE AGREEMENT
(E2I46/08B)
ESRI, 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 (hereafter "ELA") is by and between the
organization identified in the quotation ("Licensee") and Environmental Systems Research Institute, Inc. ("ESRI"),
with offices at 380 New York Street, Redlands, California 92373~100. This ELA is effective ("Effective Date") as
of the date of receipt of Licensee's Purchase Order citing this ELA. This ELA grants Licensee certain rights to use
ESRI Software, Data, Web Services, and Documentation and provides maintenance over a limited, fixed period of
time from the Effective Date subject to payment of fees and the terms of this ELA.
This ELA is composed of (i) this signature page, (ii) the ELA Terms and Conditions, (iii) Exhibit i-Scope of Use
(E300), and (iv) 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 the ELA, the ELA Terms and Conditions shall take precedence over the other
documents of the ELA. The descending order of precedence for the remaining documents shall be in the following
order: Exhibit i-Scope of Use (E300), the ELA Quotation, and the signature page.
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, any modifications or amendments to the ELA must be in writing and
signed by an authorized representative of each party. Licensee agrees that any different or additional terms or
conditions in or with Licensee's Purchase Order shall not apply and the terms of this ELA shall govern.
Licensee may accept this agreement by signing and retuming this ELA with a Purchase Order or by issuing a
Purchase Order signed by Licensee, which shall reference the ELA Quotation and shall include the following
statement on the face of its Purchase Order: THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND
CONDITIONS OF THE ESRI SMALL MUNICIPAL AND COUNTY ELA, AND ANY DIFFERENT OR
ADDITIONAL TERMS AND CONDITIONS IN OR WITH THIS PURCHASE ORDER SHALL NOT APPLY,
Licensee will return this ELA and its Purchase Order to: Attn.: ESRI Customer Service, Dept. SG-ELA, 380 New
York Street, Redlands, CA 92373~100; e-mail to service@esri.com; or fax to 909-307-3083.
ACCEPTED AND AGREED:
c: / ry at: As tft..4-tv ()
(Licensee)
By: ,,<t2"/....J. - . .?. ;J
Signature
Printed Name: OJff'2..Lgw "UUi.." JU^,IU1~J/
Title: /.HJM/.U 5uV/UK.,I FW4fJL1E.. 0"tlL.<fVrC...
Date: /'/3/~i
~
Address:
Licensee Contact Information
Contact: ~ ~ Wu ~v' Telephone: (5,y t) "?~ p2.-;;:z. 4 (7
<? ( Uh.;" 6u--rA CUd p> Fax: (''''7 /Ill') ~g.B -60 CJ G
City, State, ZIP: ..xl? ~~ d!-. t2 X21...1~?4-mail: CUe.<..fJ/Ul.r:J<fPCU.dLA.A..d!.&A?US
ELA Quotation Number: 9 C? 13 Af16 g 'f ::2- ESRI Contract Number: ~ .i...A
c?-t? E ht.-t:t-L-k 5?~ -;:z-&
~~d/c(JR c:rf"!? E2146108B
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Pagelof5
ELA TERMS AND CONDITIONS
ARTICLE 1-DEFINITIONS
Definitions. The terms used are defined as follows:
"Data" means any ESRI or third-party digital dataset(s)
including, but not limited to, geographic vector data
coordinates, raster, reports, or associated tabular attributes
licensed under this ELA.
"Deploy," "Deployed," or "Deployment" means to
redistribute and install or the redistribution and installation
of the Enterprise Software or its having been redistributed
and installed by Licensee on Licensee's hardware.
"Documentation" means all printed and digital materials
including, but not limited to, help files, user reference
documentation. training documentation, or technical
information and briefings.
"ELA Maintenance" means Tier 2 Support, updates, and
patches provided by ESRI to Licensee for the Enterprise
Software.
~ELA Fee~ means the fee set forth in the ELA Quotation.
~ELA Quotation~ means the Small Municipal and County
ELA offer letter and ESRI quote form.
~Enterprise Software~ means the Software, Data, Web
Services, and Documentation identified in the ELA
Quotation as Enterprise Software.
~Incident" means a failure of the Software to operate
according to the Documentation in which such failure
substantially impacts operational or functional performance.
"License Agreement" and "ELA" are used interchangeably
and mean the license terms and conditions including
Exhibit 1-Scope of Use (E300) that apply to Enterprise
Software provided to Licensee by ESRI under this
agreement.
"Software" means the actual copy of all or any portion of
ESRI's proprietary software technology, accessed or
downloaded from an authorized ESRI Web site, or
delivered on any media, in any format, including backups,
updates, service packs, patches, hot fixes, or permitted
merged copies.
"Samples~ means sample code, sample applications, add.
ons, or sample extensions of Software, Data,
Documentation, or Web Services.
"Technical Support~ means a process to attempt to resolve
reported Incidents through error correction; patChes; hot
fixes; workarounds; replacement deliveries; or any other
type of Software, Data, or Documentation corrections or
modifications.
"Tier 1 Help Desk" means Licensee point of contact from
which all Tier 1 Support will be given to Licensee.
'Tier 1 Support" means the Technical Support provided by
the Tier 1 Help Desk as the primary contact to Licensee in
attempted resolution of reported Incidents.
'Tier 2 SupportM means the Technical Support provided by
ESRI to the Tier 1 Help Desk when the Incident cannot be
resolved through Tier 1 Support.
MWeb ServicesM means software services or ESRI or third-
party data provided by ESRI that perform geographic
information system (GIS) functions, tasks, or data services
and are accessed over the Internet, excluding Virtual
Campus.
ARTICLE 2-lNTELLECTUAL PROPERTY RIGHTS AND
RESERVATION OF OWNERSHIP
The Enterprise Software are licensed and not sold. ESRI and its
licensors own the Enterprise Software, which are protected by
United States and applicable international laws, treaties, and
conventions regarding intellectual property and proprietary rights
including trade secrets. Licensee agrees to use reasonable
means to protect the Enterprise Software from unauthorized use,
Page 2 of5
reproduction, distribution, or publication. ESRI and its third-party
liCensors reserve all rights not specifically granted in this License
Agreement including the right to change and improve Web
Services.
ARTICLE 3-GRANT OF LICENSE
3,1 Grant of License. Subject to the terms and conditions of this
ELA, ESRI grants to Licensee a limited term, personal,
nonexclusive, nontransferable license solely to
a. Use, copy, and Deploy an unlimited quantity of the
Enterprise Software excluding ESRI Developer Network
(1) for the term identified in this ELA and (2) for Licensee's
own internal use.
b. Deploy one subscription of the ESRI Developer Network
for use by a single named developer for the term of this
ELA.
c. Access and use any secure ESRI Web site resources
made available to Licensee for Licensee's intemal use,
provided that Licensee follows ESRI's terms of use policy
specified therein. All password or controlled access
information provided by ESRI shall be treated as ESRI
confidential information.
3.2 Consultant Access. Subject to 3.1, Licensee may provide
access to the Enterprise Software to any consultant or contractor
of Licensee, provided consultants and contractors use is for the
sole benefit of Licensee while (i) working on-site at Licensee's
facilities or (ii) remotely usingfaccessing Enterprise Software from
Licensee's on-site computers or machines. Licensee shall be
responsible for compliance by consultants or contractors with the
terms and conditions of this ELA. Licensee shall require
consultant or contractor to discontinue use of and access to
Enterprise Software upon completion of work for Licensee.
ARTICLE 4-SCOPE OF USE
4.1 Permitted Uses
a. Licensee may install and store the Software, Data, and
Documentation on electronic storage device(s).
b. Licensee may make one (1) copy of the Software, Data, and
Documentation for archival purposes. Licensee may make
routine computer backups.
c. Licensee may customize the Software using any (i) macro or
scripting language, (ii) published application programming
interface (API), or (iii) source or object code libraries, but only
to the extent that such customization is described in the
Documentation.
d. Licensee may use, copy, or prepare derivative works of the
Documentation supplied in digital format and thereafter
reproduce. display, and redistribute the customized
documentation only for Licensee's own internal use. Portion(s)
of Documentation supplied in digital format merged with other
software and printed or digital documentation are subject to
. this ELA. Licensee shall include the following copyright
attribution notice acknowledging the proprietary rights of E$RI
and its licensor(s): "Portions of this document include
intellectual property of ESRI and its licensor(s) and are used
herein under license. Copyright@ [Insert the actual copyright
daters) from the source materials] ESRI and itslicensor(s). All
rights reserved. ~
4.2 Uses Not Permitted
a. Except as provided herein, Licensee shall not sell, rent, lease,
sublicense, lend, assign, or time.share the Enterprise
Software. Licensee shall not act as a service bureau or
commercial application service provider (ASP) that allows
third party access to the Enterprise Software. A commercial
ASP means a Licensee who uses Enterprise Software for a
E2146/08B
site or service and operates the site or the service for a profit
or generates revenue by charging for access to the site or
service.
b. Licensee shall not redistribute the Software to unauthorized
third parties, in whole or in part, including, but not limited to,
extensions, components, or Dlls, without the prior written
approval.of ESRI.
c. Licensee shall not reverse engineer, decompile, or
disassemble the Enterprise Software, except to the extent that
such activity is expressly permitted by applicable law
notwithstanding this restriction.
d. Except to the extent that applicable law prohibits this
restriction, Licensee shall not make any attempt to circumvent
the technological measure(s) that controls access to, or use
of, the Enterprise Software.
e. Licensee shall not redistribute the Software registration
number/license authorization file(s), developer license file(s),
or Web Services access codes to unauthorized third parties
without the prior approval of ESRI.
f. Licensee shall not use the Software or Web Services to
transfer or exchange any material in where such transfer or
exchange is prohibited by intellectual property laws or any
other applicable laws.
g. Licensee shall not remove or obscure any ESRI or its
licensor(s) patent. copyright, trademark, or proprietary rights
notices contained in or affixed to the Enterprise Software.
h. Licensee shall not unbundle individual or component parts of
the Software or Data for independent use.
i. Hard-copy Documentation may not be copied.
j. Licensee shall not use, transfer, redistribute, or Deploy
Enterprise Software outside of the United States.
ARTICLE 5-TERM AND TERMINATION AND EXPIRATION
5.1 Term. The term of the ELA shall be three (3) years from the
Effective Date, unless this ELA is terminated earlier as provided
herein. The term of all licenses and the authorized period of use
for all Enterprise Software Deployed shall be concurrent with the
term of this ElA No indefinite or perpetual term license grants
are provided with this ELA.
5.2 Termination for lack of Funds. Either party may terminate
this ELA for lack of Funds. lack of Funds is the inability of
Licensee to secure appropriation of funds through the legislative
or governing body's approval process for annual payments due.
5.3 Termination for a Material Breach. Either party may
terminate this ELA for a material breach by the other party. The
breaching party shall be given a period of ten (10) days from date
of written notice to cure any material breach.
5.4 No Use Upon Expiration or Termination. Upon expiration or
tennination of this ELA, all Enterprise Software Deployed shall
terminate. Licensee shall cease access and use of Web Services
and clear Web Services client~side data cache and uninstaJl,
remove, and destroy all Deployed Software, Data, and
Documentation and any whole or partial copies, modifications,
media, or merged portions in any form and execute and deliver
evidence of such actions to ESRJ. ELA Maintenance, Virtual
Campus access, and User Conference Registrations shall also
terminate. .
ARTICLE &-LlMITED WARRANTIES AND DISCLAIMERS
6.1 Limited Warranties. Except as otherwise provided in this
Article 6, ESRI warrants that (i) the unmodified Software will
substantially conform to the published Documentation and (ii) the
media upon which the Software, Data, and Documentation are
provided will be free from defects in materials and workmanship
under normal use and service for a period of ninety (90) days
from the date of receipt.
Page 3 of5
6.2 Data and Web Services Disclaimer. The Data and Web
Services may contain some nonconformities, defects, errors, or
omissions. THE DATA AND WEB SERVICES ARE PROVIDED
"AS IS" WITHOUT WARRANTY OF ANY K1ND. Without limiting
the generality of the preceding sentence, ESRI and its Iicensor(s)
do not warrant that the Data and Web Services will meet
Licensee's needs or expectations, that the use of the Data and
Web Services will be uninterrupted, or that all nonconformities
can or will be corrected. ESRI and its Iicensor(s) are not inviting
reliance on this Data or Web Services, and Licensee should
always verify actual Data or Web Services.
6.3 Special Disclaimer. SAMPLES AND HOT FIXES ARE
DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND.
LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND
PERFORMANCE OF THE SAMPLES AND HOT FIXES.
6.4 Internet Disclaimer. THE PARTIES EXPRESSLY
ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A
NETWORK OF PRIVATE AND PUBLIC NETWORKS, AND THAT
(i) THE INTERNET IS NOT A SECURE INFRASTRUCTURE,
(iil THE PARTIES HAVE NO CONTROL OVER THE INTERNET,
AND (iii) NONE OF THE PARTIES SHALL BE LIABLE FOR
DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE
DISCONTINUANCE OF OPERATION OF ANY PORTION OF
THE INTERNET OR POSSIBLE REGULATION OF THE
INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE
OPERATION OF THE WEB SERVICE.
6.5 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS
LIMITED WARRANTIES, ESRI DISCLAIMS ALL OTHER
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NONINTERFERENCE, SYSTEM
INTEGRATION, AND NONINFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS. ESRI DOES NOT WARRANT AND
DISCLAIMS THAT THE ENTERPRISE SOFTWARE WILL MEET
LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE
SAME WILL BE UNINTERRUPTED, ERROR FREE, FAULT
TOLERANT, FAIL-SAFE; OR THAT ALL NONCONFORMITIES
CAN OR WILL BE CORRECTED. SOFTWARE, DATA, WEB
SERVICES, AND DOCUMENTATION ARE NOT DESIGNED,
MANUFACTURED, OR INTENDED FOR USE IN
ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO
DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTY!
ENVIRONMENTAL DAMAGE. ANY SUCH USE SHALL BE AT
LICENSEE'S OWN RISK AND COST.
6.6 Exclusive Remedy. Licensee's exclusive remedy and ESRI's
entire liability for breach of the limited warranties set forth in this
Article 6 shall be limited, at ESRl's sole discretion, to
(i) replacement of any defective media; (ii) repair, correction, or a
workaround for the Software subject to the ESRI Support
Services Policy; or (iii) return of the license fees paid by Licensee
for the Software or Documentation that does not meet ESRI's
limited warranty, provided that Licensee uninstalls, removes, and
destroys all copies of the Software or Documentation and
executes and delivers evidence of such actions to ESRr.
ARTICLE 7-L1MITATION OF LIABILITY
7.1 Disclaimer oreertaln Types of liability. ESRI AND ITS
L1CENSOR(S) SHALL NOT BE LIABLE TO LICENSEE FOR
COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES: LOST PROFITS: LOST SALES OR BUSINESS
EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS:
LOSS OF ANY GOODWILL OR FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT
OF OR RELATED TO THIS ELA OR USE OF THE ENTERPRISE
SOFTWARE, HOWEVER CAUSED ON ANY THEORY OF
LIABILITY, WHETHER OR NOT ESRI OR ITS L1CENSOR(S)
E2146/08B
HAS BEEN ADVISED OFTHE POSSIBILITY OF SUCH
DAMAGE. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTiAL
PURPOSE OF ANY LIMITED REMEDY.
7.2 General Limitation of Liability. EXCEPT AS PROVIDED IN
ARTICLE B-INFRINGEMENT INDEMNITY, ESRI'S TOTAL
CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES
OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED
TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION,
OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID
BY LICENSEE FOR ENTERPRISE SOFTWARE PURSUANT TO
THIS ELA.
7.3 Applicability of Disclaimers and Limitations. The parties
agree that ESRI has set its prices and entered into this ELA in
reliance upon the disclaimers and limitations set forth herein, that
the same reflect an allocation of risk between the 'parties, and that
the same fonn an essential basis of the bargain between the
parties. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY.
ARTICLE B-1NFRINGEMENT INDEMNITY
8.1 ESRI shall defend, indemnify, and hold harmless Licensee
from and against any loss, liability. cost, or expense, including
reasonable attorneys' fees. which may be incurred by Licensee
against any claims, actions. or demands by a third party alleging
that the Software infringes a U.S. patent, copyright, or trademark
provided
8. Licensee promptly notifies ESRI in writing of the claim;
b. Licensee provides documents clearly describing the
allegations of infringement;
c. ESRI has sole control of the defense of any actions and
negotiations related to the defense or settlement of any
claim; and
d. Licensee cooperates fully in the defense of the claim.
8.2 If the Software is found to infringe a U.S. patent, copyright, or
trademark, ESRI, at its own expense, may either (i) obtain rights
for Licensee to continue using the Software or (ii) modify the
allegedly infringing elements of the Software while maintaining
substantially similar software functionality or datalinformational
content. If neither altemative is commercially reasonable, the
infringing items shall be returned to ESRI, the license shall
terminate, and Licensee shall uninstall the infringing items. ESRl's
entire liability shall then be to indemnify Licensee pursuant to
section 6.1 and to refund a portion of the fees paid by Licensee in
the current fee payment period. The refund will be calculated for
the time remaining for the fee payment period, starting from the
notice date of infringement to the end of the fee payment period.
8.3 ESRI shall have no obligation to defend Licensee or to pay
any resulting costs, damages, or attorneys' fees for any claims or
demands alleging direct or contributory infringement of the
Software by (i) the combination of or integration with a product,
process, or system not supplied by ESRJ; (ii) material alteration by
anyone other than ESRI or contractors acting on behalf of ESRI;
(iii) use after Licensee has been notified of possible infringement;
or (iv) use after modifications are provided or a return is ordered
by ESRJ under section 8.2.
8.4 In no event shall the indemnification set forth in this Article 8
apply to any Samples or hot fixes d.elivered hereunder.
THE FOREGOING STATES THE ENTIRE OBLIGATION OF
ESRI AND ITS DISTRIBUTOR WITH RESPECT TO
INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
Page 4 of 5
ARTICLE 9-GENERAL PROVISIONS
9.1 Future Versions. Updated or new Enterprise Software may
require additional or revised terms and conditions. Terms and
conditions subject to revision are limited to Article 1-Definitions,
Article 4--Scope of Use and Exhibit 1-Scope of Use (E300), or
any term as required by law. ESRJ may provide notice of the
revisions to Licensee in writing or by posting them on ESRl's Web
site at www.esri.com/legal. The revisions shall be incorporated
into this ELA upon use of the updated or new Enterprise
Software. Should Licensee reject the revisions, then Licensee
shall not install or use the revised, updated, or new Enterprise
Software.
9.2 Export Control Regulations. Licensee expressly
acknowledges and agrees that Licensee shall not export,
reexport, transfer, or release the Enterprise Software, in whole or
in part, to (i) any U.S. embargoed country (or to national or
resident of any U.S. embargoed country); (ii) any person on the
U.S. Treasury Department's list of Specially Designated
Nationals; (iii) any person or entity on the U.S. Commerce
Department's Table of Denial Orders; or (iv) any person or entity
to where such export, reexport, or provision violates any U.S.
export control laws or regulations including, but not limited to, the
terms of any export license or licensing provision and any
amendments and supplemental additions to U.s. export laws as
they may occur from time to time.
9.3 Taxes and Fees. License fees quoted to Licensee are
exclusive of any and all taxes or fees, including, but not limited to,
sales tax, or use tax. .
9.4 No Implied Waivers. The failure of either party to enforce any
provision of this ELA shall not be deemed a waiver of the
provisions or of the right of such party thereafter to enforce that or
any other provision.
9.5 Severability. The parties agree that if any provision of this
ELA is held to be unenforceable for any reason, such provision
shall be reformed only to the extent necessary to make the intent
of the language enforceable.
9.6 Successor and Assigns. Licensee shall not assign, .
sublicense, or transfer Licensee's rights or delegate its obligations
under this ELA without ESRl's prior written consent, and any
attempt to do so without consent shall be void. This ELA shall be
binding upon the respective successors and assigns of the parties
to this ELA.
9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8,
and 9 of this ELA shall survive the expiration or termination of this
ELA.
9.8 Equitable Relief. The parties agree that any breach of this
ELA may cause irreparable damage and that, in the event of such
I breach,' in addition to any and all remedies at law, a party shall
have the right to seek an injunction, specific performance, or other
equitable relief in any court of competent jurisdiction.
9.9 Governing law. This ELA shall be governed by and
construed in accordance with the laws of the state in which
Licensee is located without reference to conflict of laws principles,
except that U.S. federal law shall govern in matters of intellectual
property.
ARTICLE 10-ELA MAINTENANCE
ELA Maintenance for Software provided under this ELA is
included with the ELA Fee. ELA Maintenance includes standard
maintenance benefits specified in the most current applicable
ESRI U.S. Software Maintenance Program document (found at
www.esri.com/legal)asmodified by this Article 10--ELA
E214 6/08B
Maintenance. ELA Maintenance does not include Technical
Support for Web Services.
a. Tier 1 Support Provided by Licensee
(1) Licensee shall provide Tier 1 Support through the
Tier 1 Help Desk to all Licensee's authorized users.
(2) The Tier 1 Help Desk shall use analysts fully trained in
the Software they are supporting.
(3) At a minimum, Tier 1 Support shall include those
activities that assist Licensee in resolving how-to and
operational questions as well as questions on
installation and troubleshooting procedures.
(4) Tier 1 Support analysts shall be the initial points of
contact for all questions and Incidents. Tier 1 Support
analysts shall obtain a full description of each reported
Incident and the system configuration from Licensee.
This may include obtaining any customizations, code
samples, or Data involved, if applicable, to the
Incident. Analysts shall also use any other information
and databases they may develop to satisfactorily
resolve Incidents.
(5) If the Tier 1 Help Desk cannot resolve the Incident, an
authorized Tier 1 Help Desk individual may contact
ESRI Technical Support. The Tier 1 Help Desk shall
provide support in such a way as to minimize repeat
calls and make solutions to problems available to
Licensee.
(6) Tier 1 Help Desk individuals identified by Licensee are
the only individuals authorized to contact ESRI directly
for Tier 2 Support. Licensee may revise named
individuals by written notice.
b. Tier 2 Support Provided by ESRI
(1) ESRI shall tog calls received from the Tier 1 Help
Desk individuals.
(2) ESRt shall attempt to resolve the Incident by assisting
the Tier 1 Help Desk individuals.
(3) When the Incident is resolved, ESRI shall
communicate the information to the Tier 1 Help Desk
individuals, and the Tier 1 Help Desk shall
disseminate the resolution to Licensee.
ESRI may, at ESRI's sole discretion, make 'patches, hot fixes, or
updates available for downloading from ESRI's Web site or deliver
them on media.
ARTICLE II-ORDERING, ADMINISTRATIVE PROCEDURES,
DELIVERY, AND DEPLOYMENT
11.1 Purchase Orders, Delivery, and Deployment
a. Licensee shall issue a Purchase Order upon execution of the
ELA and annually thereafter in accordance with the payment
schedule. Payment shall be due and payable within thirty (30)
days of the anniversary date of the Effective Date, with the
initial payment due within thirty (30) days of execution of the
ELA.
b. Upon receipt of the initial Purchase Order from Licensee,
ESRI shall deliver two (2) sets of media containing the
Software, Data, and Documentation to Licensee for
Deployment activities. ESRI shall ship the media to the ship-to
address identified on the Purchase Order, FOB Destination,
with shipping charges prepaid. Licensee may purchase
. additional media sets at the prices in effect at the time of
purchase.
c. ESRI shall provide Licensee with up to ten (10) hardware
keys. Additional hardware keys may be ordered at the prices
in effect at the time of purchase.
Page 5 0[5
d. ESRI shall provide registration numbers or keycodes, as
applicable, to activate'the nondestructive copy protection
program that enables the Software to operate.
e. Licensee shall Deploy, install, configure, and track installation
of the Software and Data.
11.2 Purchase Order Requirements
a. All orders pertaining to this ELA shall be processed through
Licensee's centralized point of contact.
b. The following information shall be included in each Purchase
Order: .
(1) Licensee name, ESRI customer number, if known, and
bill-to and ship-to addresses
(2) Purchase Order number
(3) Applicable annual payment due
(4) On the face page of its Purchase Order (or ordering
document), Licensee shall insert: THIS PURCHASE
ORDER IS GOVERNED BY THE TERMS AND
CONDITIONS OF THE ESRI SMALL MUNICIPAL AND
COUNTY ELA, AND ANY DIFFERENT OR ADOITIONAL
TERMS AND CONDITIONS IN OR WITH THIS
PURCHASE ORDER SHALL NOT APPLY.
ARTICLE 12-ENDORSEMENT AND PUBLICITY
This ELA shalt not be construed or interpreted as an exclusive
dealings agreement or an endorsement of ESRI by Licensee.
Licensee agrees that upon execution of the EtA, ESRJ may
publicize the existence of this ELA with Licensee.
ARTICLE 13-ADMINISTRATIVE.REQUIREMENTS
13.1 OEM Licenses. If Licensee obtains Software, Data, Web
Services, or any component thereof as part of an original
equipment manufacturer (OEM) software program or product
developed and licensed by an OEM business partner of ESRI,
Licensee shall not be entitled to or seek any discount from the
OEM business 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. 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 business
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 term of
the ELA, but updates for such obsolete Enterprise Software may
not be available. ESRJ's Product Life'Cycle Support Policy,
available at
http://support.esri.com/index.cfm?fa=knowledgebase.productLife
Cycles.gateway, defines the support phases and overall support
plans. ELA Maintenance shall be subject to the Product Life Cycle
Support Status, which can be found at http://support.esri.coml
index.cfm?fa=software.gateway by selecting the product type,
then cli<::king the Product Life Cycle link for specific product plans.
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 upon Licensee's then current population
count.
E2146/08B
.
.~i;l"
EXIDBIT 1
SCOPE OF USE
(E300 5/0SC)
ESRI, 380 New York St., Redlands, CA 92373.8100 USA. TEL 909-793-2853 . FAX 909-793-5953
The scope of use for each ESRI Software identified below is described in the applicable footnotes listed in parentheses.
Desktop GIS
ArcReader (20 and 25)
ArcView (I or 2 and 25 and 44)
ArcEditor (lor 2 and 25, 26 and 44)
AreInfo (2,25,26 and 44)
ArcGIS Desktop Extensions (7)
ArcView 3.x and Extensions (1,7, and 17)
Server GIS
ArcGIS Server and Extensions
- Workgroup (either 3, or 5, and 8, 9, 25, 28, 29,
30, 32, 3S, 39, 40 and 45)
Enterprise (either 3, 4, or 5, and 8, 9, 25, 27, 31,
38, 39, 40 and 45)
AreIMS
- ArcIMS and Extensions (either 3, 4, or 5, and 8,
10, and 31)
- AreIMS ArcMap Server (either 3, 4, or 5,
and 31)
Tracking Server (5 and 31)
ArcGIS Image Server (either 3, 4, or 5, and 8, 31,
and 42)
- ArcGIS Image Server Service Editor (I)
RouteMAP IMS (either 3, 4, or 5, and 8, 25
and31)
ArcGIS Business Analyst Server (5,8,9,21,25,
28,39,40, and 45)
Mobile GIS
ArcPad (1,12,13 and 25)
ArcPad Application Builder (I and 25)
ArcGIS Mobile Deployments (1,15,16 and 25)
Developer GIS
ESRI Developer Network (EDN) Software, Web
Services, and Data (6,7,24,25,26,33,34,35,
and 36)
AreGIS Engine Developer Kit and Extensions
(I and 14, 15,22,25,26 and 43)
ArcGIS Engine Runtime and Extensions (1,15,22,
25 and 26)
MapObjects-Windows Edition. (1,14,15,16,
and 18)
MapObjects-Java Edition (1,5,8,15,18, and 19)
MapObjects LT (1,14, and 16)
NetEngine (1,5, and 15)
NetEngine Internet (5)
GIS Viewers and Connectors
ArcExplorer-Java and Windows Editions (20 and
25)
ArcGIS Explorer (20 and 25)
ArcGIS For AutoCAD (1,20 and 25)
Business GIS
ArcGIS Business Analyst (I or 2 and 25 and 45)
BusinessMAP (I and 25)
ArcLogistics (either I or 2 and 25)
ArcLogistics Server (5,8,9,21,25,28,39,40,
and 45)
ArcLogistics Navigator Deployments (1,15,
and 16)
Cartographic Production
Maplex (I)
Production Line Tool Set (PLTS) for ArcGIS, GIS
Data ReViewer, Map Production System-Atlas, Job
Tracking for ArcGIS (ITX) (either lor 2), Job
Tracking for ArcGIS Server (either 4 or 5, and 7)
Web Services
. ArcGIS Online (6,25,33,34, and 35)
Data
ESRI Data and Maps (either I or 5, and 23 and 37)
Demographic Data (either I, 2 or 5)
- Community Info
- Retail Marketplace
- Consumer Expenditure
Community Tapestry Data (either 1, 2 or 5, and 21)
Community Coder (either I, 2, or 5, and 21)
Sourcebook.America (l)
ArcGIS Data Appliance-Server Bundle or pata
Only (6,23, and 25)
StreetMap Premium (either 1, 2 or 5, and 23
and 25)
1. "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 so long as only one (1) copy of the Software, Data, and Documentation is in use at
anyone time:
2. tlConcurrent 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.
Page I of3
E300 5/08C
3. l1Development 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. lIStaging 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 provi~e services to multiple users on the same or other computer(s).
6. Provided only as a Term License.
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 Arc1MS license includes the right to deploy MapObjects-Windows Edition applications on the Internet or intranet.
Licensee shall not develop client/server solutions with the ArclMS Java Archive (JAR) files without a license for the
MapObjects-Java Edition Developer Kit.
II. Reserved
12. ArcPad SOFTWARE IS NOT LICENSED FOR NAVIGATIONAL USE.
13: "Dual Use License" means the Software may be installed on a desktop computer and may be used simultaneously with
either a personal digital assistant (PDA) or handheld mobile computer so long as the Software is only used by a single
individual at anyone (I) 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. U.S. Patent No. 5,710,835."
15. Deployment licenses for desktop or Intemetapplication(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 ESRl License
Agreement includit:1g, but not limited to, the following terms:
a. Sublicensee may not reverse engineer, decompile, or disassemble the ESRI Software, Data, \Veb 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. c
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. The MapObjects-Java Edition contains Java Archive files, which indicate they are authentic ESRI-certificated files
when used over the Internet. Licensee shall not use ESRl 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 of the following occur: (a) The Software is reproduced
and deployed in its entirety; (b) a license agreement accompanies each copy ofthe Software that protects the Software to
the same extent as the ESRl License Agreement, and the recipient agrees to be bound by the terms and conditions of the
license agreement; (c) all copyright and trademark attributionslnoticesare 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 Community Tapestry market segmentation system.
22. (a) ArcGIS Engine Runtime licenses shall not be used for Internet and Server development and deployment. (b) An end
user must license either ArcOIS Engine Runtime Software or other ArcOIS Desktop Software (ArcView, ArcEditor, or
ArcInfo) to obtain the right to run an ArcGlS Engine application on one (I) computer. (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.
Page 2 of3
E300 5108C
23. Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at
http://www.esri.com/legal/. 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 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
http://www.esri.comflegal/forthespecificDataaccessed. 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
ESRl, 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. ArcSDE Personal is restricted to four (4) gigabytes of Licensee data.
27. ArcGIS Server Web ADF Runtime Software may not be deployed independent of Licensee's ArcGIS Server Enterprise
configuration.
28. Limited to ten (10) concurrent end users of non ArcGIS Server applications. This restriction includes use of ArcGIS
Desktop Products, ArcGlS Engine Products, 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. Can only be used with SQL Server 2005/2008 Express.
30. Restricted to a maximum total offour (4) gigabytes of Licensee data.
31. Redundant Software installation(s) for failover operations may be implemented during the period the primary site is
nonoperational. The redundant Software installation(s) 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. ArcGIS Online may only be utilized in conjunction with ArcGIS Desktop, ArcGIS Server (including the Web ADF),
ArcGIS Mobile, ArcGlS Explorer Software, and the ArcGIS APIs (including JavaScript'" and Adobe<l!> F1ex<l!>).
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 client-side data cache derived from ArcGIS Online with other licensed end users or
third parties.
36. Licensee may not download or store resulting data or information except for results derived from using ArcWeb Services
Address Manager.
37. Data provided with StreetMap USA ma'y 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 calculating an alternate route if a turn is missed.
38. ArcGIS Server 3 D extension included with ArcGIS Server (Workgroup or Enterprise) Standard and Advanced 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. ArcGIS Server 3D Extension can
be used with ArcOIS Server Advanced if the additional license fees for the 3D extension have been paid.
39. Any editing functionality included with ArcGIS Server (Workgroup or Enterprise) is permitted for use only with ArcGIS
Server Advanced.
40. Geospatial Enterprise JavaBeans (EJB) provided with ArcGIS Server (Workgroup or Enterprise) are permitted for use
only with ArcGlS Server Advanced.
41. Reserved
42. Licensee has the right to one (I) desktop deployment of the ArcGIS Image Server Service Editor for every four (4) cores
. of ArcOIS Image Server licensed. Additional Service Editor desktop deployments can be licensed for an additional fee.
43. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users
with or without the Engine Runtime Software.
44. For any operating system environment in which Licensee runs instances of the Concurrent Use license management
software, Licensee may nUl up to the same number of passive failover instances of the Concurrent Use license
management software in a separate operating system environment for temporary fail over support.
45. Data licensed with ArcGIS Business Analyst and ArcGIS Business Analyst Server are restricted to use with the
respective Business Analyst extension and are not for general use with ArcOIS Desktop or ArcGIS Server Software.
Page 3 of3
E300 5/08C
CITY OF
ASHLAND
Council Communication
Meeting Date:
Department:
Secondary Dep!.:
Approval:
Approval of Public Contract equal to or greater than $75,000:
ESRI (GIS Software License/Maintenance Agreement)
June 2, 2009 Primary Staff Contact: Michael Faught
Public Works E-Mail: faughtm0lashland.or.us
Purchasing Secondary Contact: Jason Wegner
Martha Bennett Estimated Time: Consent Agenda
Statement:
Will the Council, acting as the Local Contract Review Board, consent to enter into a public contract for
unlimited access and maintenance of all ESRl software for a term of three (3) years and a cost of
$75,000 ($25,000 per FY)?
.
Staff Recommendation:
Staff recommends the public contract for unlimited access and maintenance of all ESRl (GIS) software
for a term of three (3) years and a cost of$75,000 ($25,000 per FY) be approved.
Background:
The City currently uses ESRl (GIS software) which in past years required the City to purchase annual
license and maintenance agreements. Software licenses and maintenance are proprietary, and in
accordance with AMC 2.50.070(J)(2), exempt from competitive bidding requirements.
Entering into the ESRl Small Municipal and County Enterprise License Agreement (ELA) for a three
(3) year term will allow the City unlimited access to all of the software ESRl offers, in unlimited
quantities, precluding the need to buy each license agreement separately.
The ELA offers the following benefits: lower costs per unit for licensed software; substantially reduced
administrative and maintenance expenses; and complete flexibility to deploy software products when
and where needed.
In addition to the significant cost savings and unlimited access and flexibility to deploy all of the ESRl
software, the City will have the means to greatly expand the City's GIS services.
For more information, please review the attached proposal, quotation and contract provided by ESRl
and the written findings prepared by Jason Wegner.
Related City Policies:
Section 2,50,070 Procedure for Competitive Bids
All Public Contracts shall be based upon Competitive Bidding pursuant to ORS 279A - 279C and the
Attorney General Model Rules, OAR Chapter 137 Divisions 46 - 49, except for the following:
(2) Contracts for licenses and maintenance of computer hardware, computer software, and
telecommunications products (including cable, video and television products).
Section 2.50.015 Authority
Page I of2
~~,
.
CITY OF
ASHLAND
Unless othelWise expressly authorized by these Rules or by ordinance or order of the Council, all
contracts must be approved by the Council before they can be executed. The Council gives its approval
through its Consent Agenda which authorizes the Public Contracting Officer, his or her designee or the
contracting Department to execute the contract. The Council mayalso execute contracts itself.
(Ord 2934, Replaced, 11/21/2006)
Section 2.50.020 Public Contracting Officer's Authority
A. Authority to Execute Contracts Without Prior Council Approval. The Public Contracting Officer
may execute without prior Council approval contracts that satisfy all of the following:
i. The contract has a total value of seventy-five thousand dollars ($75,000) or less;
Council Options:
The Council, acting as the Local Contract Review Board, can approve or decline to approve the
contract award.
Potential Motions:
The Council, acting as the Local Contract Review Board, can approve or decline to approve the
contract award.
Attachments:
ESRl - Proposal/Quotation/Contract
Written Findings
Page 2 of2
~.,.
r...,
Page 1/1
r~'
CITY OF
ASHLAND
20 E MAIN ST.
ASHLAND, OR 97520
(541) 488-5300
CITY REGDI
.L'" .',-. ATE~~;::~R~
~~ .;P-'O;NUMBER)Y, i
6/3/2009
. 08956
VENDOR: 003109
ESRIINC
FI LE # 54630
LOS ANGELES, CA 90074
SHIP TO: Ashland Public Works
(541) 488-5587
51 WINBURN WAY
ASHLAND, OR 97520
FOB Point:
Terms: Net 30 days
Req. Del. Date:
Speciallnst:
Req. No.:
Dept.: PUBLIC WORKS
Contact: Mike Faught
Confirming? No
8i../ciaanti~iL.: J.~iUmt~~ ':f?'. ,:-I ~~1~,~;:'::::~?'~';',\:.:~' -~~~~. -~--,':;"~:?;oe's"'c:hriHoi'-i:;.A.)~-~~_t::'~~~ ~r_",_.~ <."; _::~~'^f;. .~ 7;1:~,; ~?~-0Z ;;L[UnlH~-rice"~
~~ ~~:,- :,: iExL!~fice:~~1~
ESRI Small Municipal and County 25,000.00
Enterprise License Agrement (ELA) - (3)
Year Agreement - ESRI Software and
Licenses (Total $75,000 - $25,000 to
be paid annually for a total of three
years) Approved by City Council on
June 2, 2009
~~ C<._<'._~
e-!fIU-.~t'~cL-I: ~~-~~,
. : "'--. - ;;, 7 /0 .',.( u2._~
jif'7 <--J2-'Y' =- <-..e.-#c"-.:r. ~
~ "'-e ~ ;L &-c?
G/~(&'1 ~
BILL TO: Account Payable
20 EAST MAIN ST
541-552-2028
ASHLAND OR 97520
SUBTOTAL
TAX
FREIGHT
TOTAL
25 000.00
0.00
0.00
25,000.00
,
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E 730.08. 1 0.00.70300 25 000.00
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Authori~ignature ':f'
VENDOR COPY
FO~#10 I
CONTRACT APPROVAL REQUEST FORM
CITY OF
ASHLAND
Contractor/Consultant: E~ I G (' S 5?~
~er attached contract f2-'tJ Cf? q c? (;,
PUBLIC CONTRACTING REQUIREMENTS - Solicitation Process
Total Amount
- ;-~-y~,~:-:. \T~~-~_,i-::~:) : h" " n~ _ ," .
";.t:77.'~'"Jj'. .A_~.-.,"",);, ~
'<<-;/ .t?-:";:~~.f0 /. -:;-,
'. ^ ;_,:~j~_-Jl~'~-~~:..._~:'..:_,_...,l ,-~:I',
0 Exempt from Comoetitive.Biddina 0 Invitation to Bid (Copies on file) 0 Emeraencv
Reason for exemption: 0 Wrilten findings attached
o Quote or Proposal attached
0 Small Procurement & Personal Services 0 Reauest for ProDosal (Copies on file) Coooerative Procurement
Less than $5,000 Please check one: o State of Oregon
Note: Total contract amount, including any o Goods & Services Contract #
amendments may nol exceed $6,000 D Personal Services o State of Washington
Intermediate Procurement !Q Sole Source Contract #
GOODS & SERVICES ~ritten findings attached 0 Olher governmenl agency conlracl
$5.000 to $75.000 Quote or Proposal attached Agency
o (3) Written Quotes Contract #
PERSONAL SERVICES 0 Special Procurement 0 Interagency Conlract
$5,000 to $50,000 0 Written findings attached Agency
o (3) Written Proposals 0 Quote or Proposal attached Contract #
'Have all public contracting requirements been satisfied?
YES
~
NO
Have funds been budgeted for the purpose ofthis contract?
If "NO", City Council approval is required. City Council approval was received on
~-
(Date)
NO
(Date)
NO ~..
(Date)
YES
If "NO", City Council approval is required. City Council approval was received on
Please provide: AccountNumber7~<<' ~~! flt!Q-7f?-.2 ~ 0
Is the amount of the contract less than $25,000?
YES
If "NO", Legal review is required. Contract was "Approved as to form" by the Legal Department on
Is the amount of the contract less than $75,000 for Goods & Services
or $50,000 for Personal Services?
YES
NO ~
c:?6 - c:7 .;2 - t9 /Date)
NO ~
t? 6 - t:7 P - & '7 (Date)
Completion date: ...3 ?-~
.' Fe.--~
NO V ~_ ~4..L>I-
,t:'/6 - ,:;2 -7 (Date)
,
If "NO", City Council approval is required. Cily Council approval was received on
Is the contract for a period of 24-months or less?
YES
If "NO", City Council approval is required. City Council approval was received on
Please provide terms:
Start date:
Can the contract be terminated for convenience thirty (30) or fewer days
following delivery of written notice to the contractor?
YES
Prepared by:
If "NO", City Council approval is required. City Council approval was received on
~_ I' ~/J. 'A "'''searde.
/, M~A.----) 0pro~
"r~li.fi+t- ~ -:l ~
{ , Lee Tuneberg
/~ - tJ ~ --- Date: b !J/a-J?
/ /
Not Approved
Department:
Date:-
Fonn #10 - Conlract Approval Request Form, Page 1 of 1, 6/
. Alequ~~ for a Purchase Order
REQUISITION FORM
CITY OF
ASHLAND
Date of Request: May 12, 2009
THIS REQUEST IS A:
o Change Order(existing PO #
Required Date of DeiiverylService:
.
Vendor Name
Address
City, State, Zip
Telephone Number
Fax Number
Contact Name
Environmental Systems Research Institute, Inc.
380 New York Street
Redlands, CA 92373-8100
909-793-2853
909-307-3049
Jenny Bro9don
~:" "'-fr 4/.zce.tJ
rT de--f LL<!/@ E5 ;e I . (! iJ ~
SOLICITATION PROCESS
Small Procurement o Sole Source 0 Invitation to Bid
o Less than $5,000 o Written findings attached (Copies on file)
o Quotes (Optional) o Quote or Pronosal attached
Coooerative Procurement 0 Reouest for ProDos.1
o State of ORIWA contract (Copies on file)
Intermediate Procurement o Other government agency conlract o Snecl.1 ""xemnll
o (3) Written Quotes 0 Copy of contract attached t Written findings attached
(Copies attached) Quote or Pronosal attached
0 Contract # o Emeraencv
o Written findings attached
o Quote or Pro nasal attached
Description of SERVICES
The ESR! Small Municipal and County Enterprise License Agreement (ELA) is a three-
year agreement that will grant your organization access to the ESR!@ software listed
below on an unlimited basis including maintenance on all software offered through the
ELA for the term of the agreement. The ELA will be effective on the date executed and
will require a finn, three-year commitment.
o Per attached PROPOSAL
Total Cost
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Item #
Quantity
Unit
Description of MATERIALS
Unit Price
Total Cost
o Per attached QUOTE
Fy :2cR-tJ '9
Fy ;;2.<910
Project Number -- -- __ . __ _ F Y :;:z.t!? ( I
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r: TOTAIi;cost7':
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~$~;{~, ~;. ,- ~,i~~4~:i;-;~d
Account Number 730,08,10.00.703000
. flems and selVices must be charged to the appropriate account numbers for the financials to refiect the actual expenditures accurately.
By signing this requisition fonn, I certify that the infonnation provided above meets the City of Ashland public contracting requirements,
and the documentation can be provided upon request. . . 1
Employee Signature: r Ui Supervisor/Dept. Head Signature: ~"^c~ e.~
G: Finance\Procedure\A.P\Forms\ela_8_Requisition form revised.doc
Updated nn: 5/1212009