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HomeMy WebLinkAboutItem #05 Authorization to Contract and Purchase ESRI GIS Software AGENDA ITEM COVER SHEET Contact Name: Contact Number: Brian Ross, IS Director (407) 905-3100 x1522 Meeting Date: 3/6/07 Item # 6 Reviewed By: r ~ Department Director:~ ~ ~~ City Manager: ~ ~ Subject: Authorization to contract and purchase ESRI GIS software. Background Summary: The City needs to purchase additional software to support the expansion of its Geographic Information Systems. (GIS). To maintain compatibility with the Orange County Property Appraiser's office and the City's existing GIS, ' we must purchase GIS software made by Environmental Systems Research Institute, Inc (ESRI). A total of $34,000 was budgeted for this fiscal year for such software and quotes from six vendors were received with the lowest total cost provided by MapLogic Corp for $26,770.. Issue: In order to expand the use of GIS to include public access to the cemetery information, staff training, and increase efficiencies from enabling access to GIS data for all departments; the City must purchase additional ESRI software licenses. Recommendations Staff respectfully recommends approval for the signing and execution of all pertinent contracts for the purchase of ESRI software not to exceed $34,000 from MapLogic Corporation. Attachments: MapLogic Corporation quote EarthData International quote MapGorilla quote Financial Impact: No additional financial impact as $34,000 was budgeted in the 2007 fiscal year budget. Enterprise Solution Services, Inc. quote ESRI quote GPS Type of Item: (please mark with an "x') Public Hearing _ Ordinance First Reading _ Ordinance Second Reading Resolution ~ Commission Approval Discussion & Direction For Clerk's Deat Use: ~ Consent Agenda _ Public Hearing _ Regular Agenda _ Original Document/ContractAttached for Execution by City Clerk _ Original Document/Contract Held by Department for Execution Reviewed by City Attorney Reviewed by Finance Dept. Reviewed by 0 N/A N/A N/A Commissioners Gary Hood, District 1 Scott Anderson, District 2 Rustv Johnson, District 3 Joel Keller, District 4 Mavor S. Scott Vandergrift City Manager Robert Frank ST AFF REPORT TO: The Honorable Mayor and City Commissioners FROM: DATE: RE: ISSUE BACKGROUNDffilSCUSSION 1 MapLogic MapLogic Corporati 330 West Canton Avenue Winter Park, Florida 32789 TEL: 407-657-1250 FAX: 407-657-7008 PRODUCT QUOTE QUOTED TO Company: City of Ocoee Address: 150 N Lakeshore Drive City, State, Zip: Ocoee, FL 34761 TEL: (407) 905-3100 x1555 FAX: (407)656- 7835 Contact Name: Brian Ross E-Mail: bross@ci.ocoee.fl.us QUOTE DATE QUOTE NUMBER February 21,2007 MLC-2007-120 RETAIL UNIT MAPLOGIC UNIT SOFTWARE QTY DESCRIPTION PRICE DISCOUNTED S&H TOTAL UNIT PRICE .}- ArdM:S Server/CPU License Internet $10,000.00 $8,000.00 ~ $8,000.00 Deployment License for One Server, Two CPU's, T'J.'o Single Use Developer Licenses, and ArelMS Software 4 ArcGIS Arcview 9.2 - Concurrent Use License- $3,150.00 $2,500.00 $20.00 $10,000.00 Purchased in quantaties of 2 to 10 1 ArcGIS Arcview 9.2 - Concurrent Use License- $2,000.00 $1,650.00 $0.00 $1,650.00 Upgrade from Single Use License NOTES: - Maintenance is mandatory on these products - First 12 Months of Maintenance is included with purchase - Future maintenance is purchased directly from ESRI Software Subtotal: $19,650.00 Shipping and Handling Subtotal: $100.00 Florida Sales Tax (6.5%): EXEMPT GRAND TOTAL: $19,750.00 Send all correspondence to: Sales MapLogic Corporation 330 West Canton Avenue Winter Park, Florida 32789 TEL: 407-657-1250 FAX: 407-657-7008 All Sales are subject to ESRI approval. All upgrades are subject to ESRI qualification. Proof of tax status will be required for tax exempt orders. Quoted prices are good for 60 days after quote date. MapLogic MapLogic Corporatio 330 West Canton Avenue Winter Park, Florida 32789 TEL: 407-657-1250 FAX: 407-657-7008 PRODUCT QUOTE QUOTED TO Company: City of Ocoee Address: 150 N Lakeshore Drive City, State, Zip: Ocoee, FL 34761 TEL: (407) 905-3100 x1555 FAX: ( 407)656- 7835 Contact Name: Brian Ross E-Mail: bross@ci.ocoee.fl.us QUOTE DATE QUOTE NUMBER February 26, 2007 MLC-2007-125 RE:TAIL UNIT MAPLOGIC UNIT SOFTWARE QTY DESCRIPTION DISCOUNTED PRICE UNIT PRICE S&H TOTAL 1 ArcIMS - Internet Deployment License - Single $20,000.00 $15,000.00 $20.00 $15,000.00 Socket - Maximum Four Cores per Socket NOTES: - Maintenance is mandatory on these products - First 12 Months of Maintenance is included with purchase - Future maintenance is purchased directly from ESRI Software Subtotal: $15,000.00 Shipping and Handling Subtotal: $20.00 Florida Sales Tax (6.5%): EXEMPT GRAND TOTAL: $15,020.00 Send all correspondence to: Sales MapLogic Corporation 330 West Canton Avenue Winter Park, Florida 32789 TEL: 407-657-1250 FAX: 407-657-7008 All Sales are subject to ESRI approval. All upgrades are subject to ESRI qualification. Prl:)of of tax status will be required for tax exempt orders. Quoted prices are good for 60 days after quote date. EarthData International Solutions Division 900 S. Goldenrod Rd. Suite D Orlando, FL 32822 Quote Date I 2/21/2007 Quote # I 07-001 Name/Address Brian Ross Information Systems Director City of Ocoee Ph: 407-905-3100 X1555 email: bross@cLocoee.fl.us Fax: 497-656-7835 Description Qty Rate Total ArclMS Internet Deployed License - Single Socket - Maximum Four Cores per Socket 1 $16,100.00 $16,100.00 ArclMS 9.2 Installation Package - shipping charge only - included below 1 $20.00 ArcView 9.2 Concurrent Use License one with USB Installation Key 5 $2,535.75 $12,678.75 ArcView 9.1 Single Use to ArcView 9.1 Concurrent Use Upgrade * 1 $1,725.00 $1,725.00 Subtotal I I $30,503.75 Please provide tax ID number if exemption applicable 6.50% I I I I Shipping and Handling ArcView 6 $25.00 Shipping and Handling ArclMS 1 $30.00 Shipping and Handling ArclMS USB Install Key 1 $20.00 Total Shipping & Handling $75.00 Total if no tax exemption Total if tax exempt $30,578.75 This quote expires in 30 days *mainteneance must be current to qulaify. Ross. Brian From: Sent: To: Keith Gerhartz [keith.gerhartz@mapgorilla.com] Wednesday, February 21, 2007 1 :27 PM Ross, Brian Subject: RE: ESRI Software Brian, I had left a message for ESRI Charlotte regading licensing vefore we spoke. They called me and left a message. Apparently I made a mistake in my quote. The additional CPU cost is for a single CPU so there would be two units that must be purchased to enable a total of four cores. I apologize for the mix up but I know you appreciate how fuzzy some of this is. I have attached a revised quote and will get back to you on the other questions as soon as I get an answer. Thank you. Keith Product Quantitv Unit lTotal ArclMS Single Physical Socket Max 2 Cores Per Socket 1 $8,500 $8,500 ArclMS Additional CPU License 2 $4,025 $8,050 ArcView Concurrent Use License 4 $2,500 $10,000 ArcView concurrent use Upgrade from ArcView Windows 1 $1,700 $1,700 Single Use Grand Total $28,250 Keith Gerhartz Chief Operating Gorilla MapGorilla.com 2808 Hill St New Smyrna Beach, FL 32169 (407) 481-0996 (509) 471-0577 FAX Keith .Gerhartz@MapGorilla.com High Quality, Low Cost Maps and Reports and Free On-Line Regional Interactive Mapping at http://www.MapGorilla.com -----Original Message----- From: Ross, Brian [mailto:bross@ci.ocoeeJl.us] Sent: Tuesday, February 20,20074:20 PM To: keith.gerhartz@gerhartzassociates.com Subject: ESRI Software Hey Keith, Could you please provide a quote for the following ESRI software: . ArclMS Single Socket Maximum Four Cores per socket Licenses . ArclMS 9.2 for Windows and UNIX installation package . ArcView Concurrent Use License (x4) . ArcView 9.2 Concurrent Use with USB Key installation Package . ArcView concurrent use Upgrade from ArcView Windows Single Use Thanks, GPServ. Inc. February 23, 2007 Brian Ross Information Systems Director City of Ocoee (407) 905-3100 x1555 voice (407) 656-7835 fax bross@ci.ocoee.fl.us Dear Brian, In response to your request for information, I am providing this pricing on the ESRI Software. Quantity Product Unit Extended 1 ArclMS Single Socket Max Four Cores per Socket License ...................... $16,100.00....... $16,100.00 (Includes 9.2 Win and Unix Install Package) 4 ArcView Concurrent Use License ................................................................. $2,535.00....... $10,140.00 (USB Key included) 1 ArcView Concurrent use upgrade from ArcView single user........................ $1,725.00......... $1,725.00 Terms: Net 30 Delivery: 30 Day ARO Freight: FOB Destination Quote valid: 45 days All local taxes are the responsibility of the customer and are not included in this quotation. GPServ, Inc. looks forward to assisting you with your mapping needs. If you have any questions, please call me at 888-782- 1997 or directly at 850-656-6075 Sincerely, ~?it. if:~ James M. Robeson 4380 St. Johns Parkway' Suite 100 . Sanford, FL 32771 Toll Free 888.782.1997 . Local 407.330-7442. Fax 407.330-7443 ::a..~ Enterprise Solution Services, Inc. 658 Douglas Ave. Suite 1114 Altamonte Springs, FL 32714 407-862-7755 fax 407-682-4050 Quote No. 200702260954 ~ EN.TERPRISE ......-... QUOTE Customer Name City Of Ocoee Address Attn: Brian Ross City Ocoee State FL ZIP Phone 407.905.3100 x1555 / bross@cLocoeeJl.us Date Order No. Rep FOB 2/26/2007 Qty Description Unit Price TOTAL ESRI ArclMS Single Socket - Max 4 cores per socket 1 (1) Windows installation $ 17,500.00 $ 17,500.00 1 (1) Unix Installation $ 17,500.00 $ 17,500.00 4 ESRI ArcView (Concurrent Use License) $ 2,772.00 $ 11,088.00 1 ESRI ArcView (Concurrent Use License Upgrade) $ 1,760.00 $ 1,760.00 - ArcView 9.2 Single Use ----> ArcView 9.2 Concurrent Use . .. QUOTE IS ASSUMING TAX EXEMPTION STATUS" .. ANY CHANGES TO THIS QUOTE REQUIRES NEW QUOTE .. .. QUOTE IS VALID FOR 30 DA YS FROM DA TE .. SubTotal $47,848.00 / Customer Approval ""\ Shipping & Handling $152.00 Sales Tax $0.00 Title: TOTAL $48,000.00 Authorized Signature: Print Name: IOffice Use Only Quotation pricing subject to change. Terms of Purchase are C.O.D. unless otherwise stated. The client agrees to pay all attorney's fees and cost incurred by ESS to collect the amounts owed ESS, including, withouth limitation, those fees and costs incurred by ESS for the prparation of demand letters, the making of collection calls, or the prosecution of a lawsuit. Enterprise Solution Services - 658 Douglas A ve. Suite 1114 Altamonte Springs, FL www.ess.com G.mI ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. ESRI, Inc. 3325 Springbank Lane, Suite 200 Charlotte, NC 28226-3343 Phone: 704-541-9810 Fax: 800-330-7053 To expedite your order, please attach a copy of this quotation to your purchase order. Quote is valid from: 02/13/2007 To: 05/14/2007 Quotation # 20250268 Date: February 13, 2007 Customer # 40775 Contract # CITY OF OCOEE ENGINEERING DEPT 150 N LAKESHORE DR OCOEE, FL 34761-2258 ATTENTION: Frank Coleman PHONE: 407-905-3100 FAX: 407-656-5398 . % Approximate Discount Percentage Material Qty Description 106195 1 ArclMS Single Socket Maximum Four Cores per Socket License Includes 12 months of maintenance (Technical Support and Upgrades) 105922 ArclMS 9.2 for Windows and UNIX Installation Package 87143 4 ArcView Concurrent Use License Includes 12 months of maintenance (Technical Support and Upgrades) 105600 ArcView 9.2 Concurrent Use with USB Key Installation Package 86609 ArcView Concurrent Use Upgrade from ArcView Windows Single Use This ArcView will keep the same maintenance term as the license that is being upgraded. List Price % Disc Price 20,000.00 10.0% 18,000.00 0.00 0.00 3,150.00 3,150.00 0.00 0.00 2,000.00 7.0% 1,860.00 Total 18,000.00 0.00 12,600.00 0.00 1,860.00 Item Total: Subtotal: Estimated Shipping & Handling (2 Day Delivery) : Contract Pricing Adjust: Total (excludes applicable sales tax): 32,460.00 32,460.00 22.52 0.00 $32,482.52 Quoted By: Robyn Peverill, (704) 541-9810 x8640 Email: RPEVERILL@ESRI.COM Account Manager: Robyn Peverill Email: RPEVERILL@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 PEVERILLR This offer is limited to the terms and conditions incorporated and attached herein. ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. ESRI, Inc. 3325 Springbank Lane, Suite 200 Charlotte, NC 28226-3343 Phone: 704-541-9810 Fax: 800-330-7053 To expedite your order, please attach a copy of this quotation to your purchase order. Quote is valid from: 02/13/2007 To: 05/14/2007 Quc_tation # 20250268 Date: February 13, 2007 Custc)mer # 40775 Contract # CITY OF OCOEE ENGINEERING DEPT 150 1\1 LAKESHORE DR OCm::E, FL 34761-2258 ATTENTION: Frank Coleman PHONE: 407-905-3100 FAX: 407 -656-5398 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. To expedite your order, either attach a copy of this quotation to your purchase order when it is remitted to ESRI, or sign below and return this quotation to indicate your acceptance. ESRl's address and fax number are provided on the first pagE! of this quotation. 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. Acceptance of this quotation is limited to the ESRllicense agreement, quotation terms and conditions, and any other ESRI terms and conditions included with this quotation. Any additional or different terms in any purchase order are dE!emed rejected unless expressly accepted in writing and signed by ESRI. Notwithstanding, if the purchase order is placed under an existing signed agreement (e.g., Master Purchase Agreement), or under the GSA Federal Supply Schedule, then the purchase order shall identify such agreement on the face of the order and the terms and conditions of such agreement shall govern the subject matter of the purchase order. By signing below, you are authorizing ESRI to issue an invoice for the items included in th'e above quote in the amount of: $ taxes if applicable. (Note: Shipping costs are subject to change.) Please check one of the following: _ I agree to pay any applicable sales tax. , plus sales _ I am tax exempt, please contact me if exempt information is not currently on file with ESRI. Signature of Authorized Representative Date Name (Please Print) Title The quotation information is proprietary and may not be copied or released other than for the express purpose of system :;election and purchase/license. This information may not be given to outside parties or used for any other purpose without consent from Environmental Systems Research Institute, Inc. (ESRI). Any estimated sales and/or use tax reflected on this quote has been calculated as of the date of this quotation and is me",ly provided as a convenience for your organization's budgetary purposes. ESRI reserves the 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 prior to invoicing, your organization must provide ESRI with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction. Quoted By: Robyn Peverill, (704) 541-9810 x8640 Email: RPEVERILL@ESRI.COM Account Manager: Robyn Peverill Email: RPEVERILL@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 disclos,ad to third parties, except as required by law. If sending remittance, please address to: ESRI, File No., 54630, Los Angeles, Ca 90074-4630 PEVERILLR This offer is limited to the terms and conditions incorporated and attached herein. ESRI QUOTATION TERMS AND CONDITIONS ESRI, 380 New York St., Redlands, CA 92373-8100 USA. TEL 909-793-2853 . FAX 909-793-5953 All quotations are valid for ninety (90) days unless otherwise stated on the quotation form. These prices and terms are valid only for items purchased for use and delivery within the United States. This quotation information is proprietary and may not be copied or released other than for the express purpose of the current system selection and purchase. This information may not be given to outside parties or used for any other purpose without written consent from Environmental Systems Research Institute, Inc. (ESRI). To expedite your order, please reference the quotation number on your purchase order. ORDER PROCESS The order process is initiated when ESRI receives an original purchase order or some form of advance payment. Several additional documents (e.g., Master License Agreement, credit application, Tax Exemption Certificate, etc.) may be required to complete the order process. Generally, the need for these documents varies by the type of software, data, Web-enabled services, subscriptions, professional services or other products ordered, which is determined upon receipt of the purchase order (or advance payment). If delivery must be expedited, please contact your marketing representative for assistance. IMPORTANT! Collectively, these documents contain the authorizations and information necessary to ship proper versions of the software or data on the correct media, or to initiate Web-enabled services, subscriptions, or professional services. Please return them promptly to avoid unnecessary delays in shipping or delivery. Please return all documents to ESRI Customer Service, or as otherwise directed. Please show the following remittance address on your purchase order: ESRI, File No. 54630, Los Angeles, CA 90074-4630 ESRI LICENSE AGREEMENTS All ESRI software, data, Web-enabled services, and subscriptions offered in this quotation are commercial off-the-shelf items developed at private expense and subject to ESRI commercial license terms, unless specifically identified by ESRI as a non- commercial item. Professional services agreements may also include license terms. Most ESRI software, data, Web-enabled services and subscriptions are subject to the ESRI License Agreement included with the deliverable item as an on-line agreement or in the packaging as a shrink-wrap agreement. A copy is enclosed. If you license certain software or data, a Master License Agreement signed by both parties may be required. Some ESRI software is copy protected with a software key code or hardware key, and some software, data, Web-enabled services or subscriptions require registration or a password. You will be given instructions to access the keycode, register, or obtain a password through the ESRI Web site or by other means. MAINTENANCE After expiration of any complimentary period of maintenance that may apply to the licensed software, ESRI will quote maintenance payable annually in advance. A reinstatement fee applies when maintenance has lapsed. For software and data with optional multiyear maintenance for a discounted fee, the discounted maintenance fees are in consideration of, and contingent upon, your commitment to the maintenance term you elect in your order. For such multiyear maintenance, you may cancel the maintenance upon ninety (90) days advanced written notice to ESRI Customer Service, subject to payment of fifty percent (50%) of the outstanding maintenance fees for the maintenance term initially ordered. No other refund or reduction for cancellation is available. If you are ordering multi-year maintenance, please indicate a billing option on your purchase order by selecting a statement as indicated below. Option I. If you are purchasing a product with multi-year maintenance terms and are issuing the purchase order for all vears upfront, please include the following information on your purchase order: "This PO is in acceptance of quote # and covers the total amount for all years included in the multi-year maintenance term. ESRI may invoice the entire amount upon shipment." Option 2. If you are purchasing a product with multi-year maintenance terms and are issuing the purchase order for the first year onlv, please include the following information on your purchase order (PO): "This PO is in acceptance of quote G-272/KMM Page I 7/1/05 # . This order is for the initial year of the multi-year mainllenance term. We agree to issue a PO for each subsequent year in a pro rata amount per year to be invoiced annually in advance." Option 3: If you are purchasing a product with multi-year maintenance terms and are issuing the purchase order for all vears up front but want to be invoiced annually, please include the following information on your purchase order: "This PO is in acceptance of quote # and covers the total amount for all years included in the multi-year maintenance term. However, ESRI shall invoice annually in advance a pro rata amount for each year of the term." DA T A DISCLAIMER Data is provided "AS IS" without warranty of any kind. The data has been obtained from sources believed to be reliable, but its accuracy and completeness are not guaranteed. The data may contain s,ome nonconformities, defects, errors, or omissions. ESRI AND ITS LICENSOR(S) MAKE NO WARRANTY WITH RESPECT TO THE DATA. Without limiting the generality of the preceding sentence, ESRI and its licensor(s) do not warrant that the data will meet Licensee's needs or expectations, that the use of the data will be uninterrupted, or that all nonconformities can or will be corrected. ESRI and its licensor(s) are not inviting reliance on this data, and Licensee should always verify actual data including, but not limited to, map, spatial, raster, and tabular information. DELIVERY FOB Redlands, CA, USA Software: Allow thirty (30) days from ESRI's receipt of purchase order, s.igned Software License Agreement(s), and other documents, as required. Hardware: Manufacturer's terms apply. Lead times depend on make/models purchased. Note: Standard delivery method is ground or two-day air for software and surface carrier for hardware. Actual delivery method may vary depending on weight. Other service is available for an additional fee (e.g., overnight delivery). PAYMENT TERMS Net thirty (30) days, on approved credit. Orders less than $800 require prepayment by check or credit card unless your organization is a government agency, university, college, or Fortune 500 company. TAXES Prices quoted do not include applicable sales or use taxes unless so stated, In preparing your budget, please allow for applicable sales tax. ESRI reserves the right to collect sales tax assessed by states as required by law. ESRI will add state sales tax to the invoice unless proof with the order is shown to ESRI that your organization is tax exempt or pays state tax directly. G-272/KMM Page 2 7/1/05 MASTER LICENSE AGREEMENT ESRI, 380 New York St., Redlands, CA 92373-8100 USA' TEL 909-793-2853 . FAX 909-793-5953 Agreement No. This Master License Agreement ("License Agreement") is between the licensee printed below ("Licensee") and Environmental Systems Research Institute, Inc. ("ESRI"). The License Agreement includes (i) this signature page, (ii) the General License Terms and Conditions, and (iii) the Exhibit 1 listed below. The parties acknowledge that they have read and understood this License Agreement and agree to be bound by the terms and conditions hereof. This License Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating to such subject matter, and any terms on Licensee's purchase order. Any modification(s) or amendment(s) to this License Agreement must be in writing and signed by an authorized representative of each party. IN WITNESS WHEREOF, the parties have caused this License Agreement to be executed and effective as of the last date written below. (Licensee) ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. (ESRI) By: By: Authorized Signature Authorized Signature Printed Name: Printed Name: Title: Title: Date: Date: Licensee Contact Information Contact: Telephone: Address: Fax: City, State, ZIP: E-mail: General License Terms and Conditions E200 ESRI Exhibit 1 E300 Page 1 of 1 El 00 1/07 BEl GENERAL LICENSE TERMS AND CONDITIONS (E200 10/06) ESRI, 380 New York St., Redlands, CA 92373-8100 USA. TEL 909-793-2853 . FAX 909-793-5953 ARTICLE I-DEFINITIONS Definitions-The terms used are defmed as follows: a. "Beta" means any alpha, beta, or prerelease Software, Data, Documentation, or Web Services. b. "Data," except as otherwise provided herein, means any ESRI or third party data vendor(s) digital data set(s) including, but not limited to, geographic, vector data coordinates" raster, reports, or associated tabular attributes. c. "Documentation" means all of the printed and digital materials including, but not limited to, help files, user reference documentation, training documentation, or technical information and briefmgs. d. "Software" means the actual copy of all or any portion of ESRI's proprietary software technology, computer software code, components, dynamic link libraries (DLLs), underlying organization, object model, and programs delivered on any media, including any release provided in source, object, or executable code format(s), inclusive of backups, updates, service packs, patches, hot fixes, sample code, sample application, sample extension, or merged copies permitted hereunder. e. "Web Services" means software services or third party data components that perform GIS functions, tasks, or data services and are accessed over the Internet. ARTICLE 2-INTELLECTUAL PROPERTY RIGHTS AND RESEJRV A TION OF OWNERSHIP The Software, Data, Web Services, and Documentation are licensed and not sold. ESRI and its Licensors own the Software, Data, Web Services, and Documentation, which are protected by United States laws and applicable international laws, treaties, and conventions regarding intellectual property or proprietary rights, inclusive of trade secrets. From the date of receipt, Licensee agrees to use reasonable means to protect the Software, Data, Web Services, and Documentation from unauthorized use, reproduction, distribution, or publication. ESRI and its Licensors reserve all rights not specifically granted in this License Agreement. ESRI or its third-party data licensor(s) reserve the right to improve and/or make changes in its offerings of the Web Services and its associated software, datasets, or information at any time. ARTICLE 3-GRANT OF LICENSE 3.1 Grant of License-Subject to the terms ofthis License Agreement, ESRI grants to Licensee a personal, nonexclusive, nontransferable license to a. Use the type and number of copies of the Software, Data, and Documentation and access Web Services (i) for which the appropriate license fees have been paid to ESRI, (ii) for Licensee's own internal use only, and (iii) in accordance with Exhibit I and the licensed configuration on file as authorized by ESRI. b. Access and use any secure ESRI Web site resources made available to Licensee for Licensee's internal use only, provided that Licensee follows ESRl'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 Beta License-Licensee may be accepted into a current Beta Testing Program. Licensee may be provided copies of, or access to, Beta for the limited purpose of testing Beta in accordance with the Beta testing policies then in effect. Delivered Beta is confidential and proprietary to ESRI and contains trade secrets, inclusive of unpublished specifications. Licensee agrees to retain all Beta in confidence. Except for a "public" Beta Testing Program, Licensee shall maintain results of testing, performance statistics, errors, or any other quality issues encountered in confidence, and agrees not to disclose same to any third party. Beta is subject to change prior to its commercial release and may never be commercially released. Licensee acknowledges that such Beta is not suitable or licensed for full use and accepts all responsibility for use of the same and any results generated. Licensee may from time to time provide suggestions or comments regarding performance, usability or effectiveness, bug reports, test reports, or other feedback (collectively, "Feedback") to ESRI with respect to Beta. ESRI retains title to such comments and may freely use, disclose, reproduce, license, distribute, and otherwise commercialize any Feedback. A Beta Testing Program may have additional requirements. See a description at http://www.esri.com/software/ maintenance/benefits/beta- program.html. Page 1 of6 E200 10/06 3.3 Evaluation License-ESRI may from time to time offer a limited term licensees) for Software, Data, Web Services, or Documentation for Licensee's evaluation only. 3.4 Consultant Access-Licensee may provide access to the Software, Data, Web Services, or Documentation to any consultant or contractor of Licensee, provided that the consultant or contractor is using the Software, Data, Web Services, or Documentation exclusively for the benefit of Licensee. Licensee shall be responsible for compliance by consultants or contractors with the terms and conditions of this License Agreement. Licensee shall require consultant or contractor to discontinue use of, and access to, Software, Data, Web Services, and Documentation upon completion of work for Licensee. ARTICLE 4-SCOPE OF USE 4.1 Permitted Uses a. Licensee may install and store copies of Software, Data, and Documentation onto 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. The portiones) of the Documentation supplied in digital format merged with other software and printed or digital documentation shall continue to be subject to the terms and conditions of this License Agreement and shall provide the following copyright attribution notice acknowledging the proprietary rights ofESRI and its licensor(s) in the Documentation supplied in digital format: "Portions of this document include intellectual property of ESRI and its licensor(s) and are used herein under license. Copyright <<J [Insert the actual copyright daters) from the source materials] ESRI and its licensor(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 Software, Data, Web Services, or Documentation. Licensee shall not act as a service bureau or commercial Application Service Provider (ASP) that allows third party access to the Software, Data, Web Services, and Documentation. A commercial ASP means a Licensee who uses Software, Data, Web Services, or Documentation for a 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 third parties, in whole or in part, including, but not limited to, extensions, components, or DLLs without the prior written approval ofESRI as set forth in an appropriate redistribution license agreement. c. Licensee shall not reverse engineer, decompile, or disassemble the Software, Data, Web Services, or Documentation, 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 Software, Data, Web Services, and Documentation. e. Licensee shall not redistribute the Software registration number/license authorization file(s), developer license file(s), or Web Services access codes. f. Licensee shall not use the Software or Web Services to transfer or exchange any material 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 Software, Data, Web Services, or Documentation. h. Licensee shall not unbundle individual or component parts of the Software or Data for independent use. ARTICLE 5-TERM AND TERMINATION The license is effective upon acceptance of this License Agreement and shall continue until (i) such time that Licensee elects in writing to discontinue use of the Software, Data, Web Services, or Documentation and terminates the license; (ii) expiration of a term license or subscription; or (iii) either party terminates the license for a material breach that is not cured within ten (10) days of written notice to the other party, except that termination is immediate for a material breach of a nature that it is impossible to cure. Upon termination of a license, Licensee shall (i) cease access and use of Web Services and clear Web Services client-side data cache or (ii) uninstall, remove, and destroy all Software, Data, and Documentation, and Page 2 of6 E200 10/06 any whole or partial copies, modifications, or merged portions in any form and execute and deliver evidence of such actions to ESRI. ARTICLE 6-LIMITED WARRANTIES AND DISCLAIMERS 6.1 Limited Warranties-For a period of ninety (90) days from the date of receipt of Software authorization or keycode file(s) by Licensee, 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 is provided will be free from defects in materials and workmanship under normal use and service. 6.2 Data and Web Services Disclaimer-If included under this License Agreement, the Data and Web Services have been obtained from sources believed to be reliable, but the accuracy and completeness of the Data and Web Services are not guaranteed. The Data and Web Services may contain some non conformities, defects, errors, or omissions. ESRI AND ITS LICENSOR(S) MAKE NO WARRANTY WITH RESPECT TO THE DATA AND WEB SERVICES AND ARE PROVIDED "AS IS." Without limiting the generality of the preceding sentence, ESRI and its licensor(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 licensor(s) are not inviting reliance on this Data or Web Services, and Licensee should always verifY actual Data or Web Services. 6.3 Fault Tolerance Disclaimer a. The Software, Data, Web Services, and Documentation are not fault-tolerant and are not designed, manufactured, or intended for use or resale for use in insurance underwriting or with critical health and safety or online control equipment in hazardous environments that require fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation, or communication systems, air traffic control, real-time emergency response, real-time terrorism prevention or response, life support, or weapons systems ("Fault-Intolerant Activities"). ESRI SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR USE IN FAULT-INTOLERANT ACTIVITIES. b. To the extent permitted by law, Licensee agrees to indemnifY, defend, and hold ESRI, its officers, directors, employees, agents, subcontractors, licensors, successors, and assigns harmless from and against any and all liability, losses, claims, expenses (including attorneys' fees), demands, or damages of any kirld, including direct, indirect, special, punitive, incidental, or consequential damages, arising out of or in any way connected with Licensee's use or permitting the use by others of the Software, Web Services, and Data for Fault-Intolerant Activities. Delivery of the Software, Web Services, and Data does not constitute a waiver ofthe rights and obligations set forth in this Article. 6.4 Special Disclaimer-SAMPLE CODE, SAMPLE APPLICATION, SAMPLE EXTENSION, HOT FIXES, EVALUATION SOFTWARE, AND BETA ARE DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SAMPLE CODE, SAMPLE APPLICA TION, SAMPLE EXTENSION, HOT FIXES, EV ALUA TION SOFTWARE, AND BETA. 6.5 Internet Disclaimer-BOTH PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, AND THAT (1) THE INTERNET IS NOT A SECURE INFRASTRUCTURE, (2) NEITHER PARTY HAS CONTROL OVER THE INTERNET, AND (3) NEITHER PARTY IS 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. 6.6 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. ESRI DOES NOT WARRANT THAT THE SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION WILL MEET LICENSEE'S NEEDS, OR THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. 6.7 Exclusive Remedy-Licensee's exclusive remedy and ESRl's entire liability for breach of the limited warranties set forth in this Article 6 shall be limited, at ESRI's sole discretion, to (i) replacement of any defective media; (ii) repair, correction, or a work-around 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, Page 3 of6 E200 10/06 removes, and destroys all copies of the Software or Documentation and executes and delivers evidence of such actions to ESRI. ARTICLE 7-LIMIT A TION OF LIABILITY 7.1 Disclaimer of Certain Types of Liability-ESRI AND ITS LICENSOR(S) SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS; LOST SALES OR BUSINESS EXPENDITURES; INVESTMENTS; COMMITMENTS IN CONNECTION WITH ANY BUSINESS; LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF THE SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT ESRI OR ITS LICENSOR(S) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITA TIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 7.2 General Limitation of Liability-EXCEPT AS PROVIDED IN ARTICLE 8-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 TO ESRI BY LICENSEE FOR SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION PURSUANT TO THIS LICENSE AGREEMENT. 7.3 Applicability of Disclaimers and Limitations-Licensee agrees that the limitations ofliability and disclaimers set forth in this License Agreement will apply regardless of whether Licensee has accepted the Software, Data, Web Services, or Documentation or any other product or service delivered by ESRI. The parties agree that ESRI has set its prices and entered into this License Agreement in reliance upon the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss ), and that the same form an essential basis of the bargain between the parties. ARTICLE 8--INFRINGEMENT 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, Data, or Documentation infringes a U.S. patent, copyright, or trademark provided a. Licensee promptly notifies ESRI in writing of the claim thereof; b. ESRI has sole control of the defense of any actions and negotiations related to the defense or settlement of any claim; and c. Licensee cooperates fully in the defense of the claim. 8.2 IfESRI believes that the Software, Data, or Documentation is or will become the subject of an infringement claim, or in the event that use of the Software, Data, or Documentation is enjoined, ESRI, at its own expense, may either (i) obtain the right for Licensee to continue using the Software, Data, or Documentation or (ii) modifY the Software, Data, or Documentation to make it non infringing while maintaining substantially similar software functionality or data/informational content. If neither of such alternatives is commercially reasonable, the infringing items shall be returned to ESRI, the license shall terminate, and ESRI's sole liability shall be to indemnifY Licensee pursuant to Article 8.1 and refund license fees paid by Licensee prorated on a five (5) year, straight line depreciation basis beginning from the initial date of delivery. 8.3 ESRI shall have no obligation hereunder to defend Licensee or to pay any resulting costs, damages, or reasonable attorneys' fees for or with respect to any claims, actions, or demands alleging (i) infringement that arises by reason of combination of non infringing items, however acquired, with any items not supplied by ESRI; (ii) infringement to the extent arising from material alteration of the Software, Data, or Documentation by anyone other than ESRI, its agents, or its contractors; (iii) the direct or contributory infringement of any process patent by Licensee through the use of the Software, Data, or Documentation other than a process patent that is necessarily infringed by the internal processes executed within the Software or Data itself when the Software or Data is executed for its intended purpose; (iv) continued allegedly infringing activity by Licensee after it has been notified of the possible infringement; or (v) continued allegedly infringing activity by Licensee to the extent it arises from failure of Licensee to use the updated or modified Software, Data, or Documentation provided by ESRI for avoiding infringement. Page 4 of6 E200 10/06 THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ARTICLE 9-GENERAL PROVISIONS 9.1 Future Orders-All Software, Data, Web Services, Documentation, or maintenance orders placed within one (1) year of this License Agreement's execution date shall be licensed under the terms of this License Agreement, except that new Software, Data, Web Services, and Documentation commercially released during that year may require additional terms. Orders placed and Software, Data, Web Services, and Documentation or updates provided after that time shall be governed by the then-current General License Terms and Conditions and Exhibit 1, the terms of which will be indicated on ESRI's Web site, included with a quote, or included with the deliverable Software, Data, Web Services, or Documentation. 9.2 Export Control Regulations-Licensee expressly acknowledges and agrees that Licensee shall not export, reexport, or provide the Software, Data, Web Services, or Documentation, in whole or in part, to (i) any country to which the United States has embargoed goods; (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 where such export, reexport, or provision violates any U.S. export control laws or regulations including amendments and supplemental additions as they may occur from time to time. Licensee shall not export the Software, Data, Web Services, and/or Documentation or any underlying information or technology to any facility in violation of these or other applicable laws and regulations including, but not limited to, the terms of any export license or licensing provision. Licensee represents and warrants that it or its employees, consultants, or customers who gain access to the Software, Data, Web Services, or Documentation are not a national, resident, located in or under the control of, or acting on behalf of any person, entity, or country subject to such U.S. export controls. 9.3 Taxes and Fees, Shipping Charges-License fees quoted to Licensee are exclusive of any and all taxes or fees including, but not limited to, sales tax, use tax, value-added tax (V AT), customs, duties, or tariffs, and shipping and handling charges. 9.4 No Implied Waivers-The failure of either party to enforce any provision of this License Agreement 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 mutually agree that if any provision of this License Agreement 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 Counterparts-This License Agreement may be executed in counterparts, all of which, taken together, shall be deemed one (I) original document. 9.7 Successor and Assigns-Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate its obligations under this License Agreement without ESRI's prior written consent, and ,my attempt to do so without consent shall be void. This License Agreement shall be binding upon the respective successors and assigns of the parties to this License Agreement. Notwithstanding, a Government contractor that has acquired Software, Data, Web Services, or Documentation under contract to the Government may assign its rights under this License Agreement to its Government customer upon written notice to ESRI provided the Government customer assents to the terms of this Licmse Agreement. 9.8 Survival of Terms-The provisions of Articles 2,5,6, 7, 8, and 9 of this License Agreement shall survive the expiration or termination of this License Agreement. 9.9 Equitable Relief-Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage and that, in the event of such breach, in addition to any and all remedies at law, ESRI shall have the right to seek an injunction, specific performance, or other equitable relief in any court of '~ompetent jurisdiction without the requirement of posting a bond or undertaking or proving injury as a condition for relief. 9.10 Government Licensee-- The Software, Data, Web Services, and Documentation are commercial computer software, commercial data, commercial computer software documentation, and commercial Web Services. This License Agreement contains ESRI's commercial license terms and conditions for such items. The commercial license rights in this License Agreement strictly govern Licensee's use, reproduction, or disclosure of the Software, Data, Web Services, and Documentation. No other license terms or conditions shall apply unless expressly agreed in writing by ESRI and Licensee. ESRI Software source code is unpublished and all rights to the Software, Data, Web Services, and Documentation are Page 5 of6 E200 10/06 reserved under copyright laws of the United States. In the event any court, arbitrator, or board holds that the Licensee has greater rights to any portion of the Software, Data, Web Services, or Documentation under applicable public procurement law, such rights shall extend only to the portions affected, and use, duplication, or disclosure by the Licensee is subject to restrictions as provided in FAR 52.227-19 (June 1987), FAR 52.227-14 (ALT III) (June 1987), DFARS 252.227-7015 (NOY 1995), or NFS 1852.227-86 (December 1987), or the local, state, or foreign equivalent, as applicable. 9.11 Governing Law, Arbitration a. Licensees in the United States of America, Its Territories, and Outlying Areas-This License Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to conflict of laws principles. Except as provided in Article 9.9, any dispute arising out of or relating to this License Agreement, or the breach thereof, which cannot be settled through negotiation, shall be fmally settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in a court of competent jurisdiction. If Licensee is a U. S. Government agency, this License Agreement is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613), in lieu of the Arbitration provisions of this clause. b. All Other Licensees-Except as provided in Article 9.9, any dispute arising out of, or relating to, this License Agreement or the breach thereof, which cannot be settled through negotiation, shall be fmally settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with said Rules. The language of the arbitration shall be in English. The place of the arbitration shall be at a mutually agreed location. This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Either party shall, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute. Page 6 of6 E200 10/06 EXHIBIT 1 SCOPE OF USE (E300 1/07) 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 (1 and 20) . ArcView (either 1, 2, or6 and 17) . ArcEditor (either 1 or 2, 17, and 26) . ArcInfo (2, 17, and 26) . ArcGlS Desktop Extensions (7) . ArcView 3.x and Extensions (1,7, and 17) Server GIS . ArcGIS Server and Extensions - Workgroup (either 3,5, or 6 and 7,8,9,28,29, 30, 32, 38, 39, and 40) - Enterprise (3,4,5, or 6 and 7,8,9,27,31,38, 39, and 40) - ArcGlS For AutoCAD (1 and 20) . ArcIMS - ArcIMS and Extensions (either 3, 4,5, or 6 and 7,8,10, and 31) - ArcIMS ArcMap Server (either 3,4,5, or 6 and 31) . Tracking Server (5 and 31) . ArcGlS Image Server and Extensions (either 4 or 5 and 7,8,31,41, and 42) . RouteMap 1MS (either 3, 4, or 5 and 8,15, and 31) Mobile GIS . ArcPad (1, 12, and 13) . ArcPad Application Builder (1) . ArcGIS Mobile ADF Application Deployments (1,15, and 16) Developer GIS . ESRI Developer Network (EDN) Software, Web Services, and Data (6, 7,24,25,33,34,35, and 36) . ArcGlS Engine Runtime (1, 15, and 22) - Extensions (7) . 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) G IS Viewers . ArcExplorer-Java and Windows Editions (1 and 20) . ArcGIS Explorer (1 and 20) Business GIS . ArcGlS Business Analyst (either I or 2) . ArcView Business Analyst (1) . Arc Logistics Route (either 1 or 2 and 11) . BusinessMAP (I) Cartographic Production . Maplex (1) . Military Overlay Editor (1) . Production Line Tool Set (PL TS) for ArcGlS, GIS Data ReViewer, Job Tracking for ArcGIS (JTX) (either 1 or 2) Web Services . ArcGlS Services (6,25,33,34, and 35) . ArcWeb Services (6, 16,25, and 36) Data . ESRI Map Data (either 1 or 5 and 23 and 37) . D{:mographic Data (either 1 or 5) - Community Info - Retail Marketplace - Consumer Expenditure . Community Tapestry Data ~ For Appending to Customer Records (6 and 21) - For Area Profiles (either 1 or 2 and 21) . Community Coder (6 and 21) . Sourcebook.America (1) . Portfolio Product Suite (1) . Globe in a Box (4,5, and 23) 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 ofthe Software, Data, and Documentation is in use at anyone time. 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. 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. Page 1 of 4 E300 1/07 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. "Term License." Licensee may use the subscription(s), Software, Web Services, and Data for a limited time period or while Licensee has available credits or transactions to use the subscription(s), Software, Web Services, and Data as described in the Documentation. When the license term, subscription, credits, or transactions expire, Licensee must either stop using the subscription(s), Software, Web Services, and Data, or renew or extend the license upon payment of applicable fees. 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 ArcIMS 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. ESRI and its licensor(s) grant Licensee a nonexclusive, nontransferable, limited license to use, copy, and prepare derivative works by a. Translating "alroute.mld" (hereinafter "Dictionary") from the original text in the English language; and b. Editing Tele Atlas (TA) Data included within ArcLogistics Route. The license grant is conditioned as follows: a. The derivative works are for Licensee's internal use only; b. ESRI and its licensor(s) retain all exclusive right, title, and interest in and to benefits from the derivative works; and c. Licensee expressly waives and relinquishes any and all ownership including, but not limited to, copyright, moral rights, or any other statutory or common law claims to the derivative works. Licensee shall not translate, modify, or edit in any way the software name "ArcLogistics Route," any software logo, any third-party software, any text other than the Dictionary, or any Data other than T A Data. The amount of Data used by Licensee is limited by Data credits purchased. Additional license fees are required if ArcLogistics Route with Data is to be accessed by more than one (1) ArcLogistics Route licensee. 12. ArcPad SOFTWARE IS NOT LICENSED FOR NA VIGA TIONAL 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 (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. U.S. Patent No. 5,710,835." 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. 17. Licensee may use Business Objects Crystal Reports software only with the ArcGIS Desktop Software with which it was acquired and subject to the Crystal Reports Professional License Agreement available on the media. However, for use of Crystal Reports software with Concurrent Use licenses, Licensee may install and use a Crystal Reports license on any Page 2 of 4 E300 1/07 computer on the network on which the ArcGIS Desktop Concurrent Use Software is used. However, it may only be used with the ESRI Software with which it was acquired. 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 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 of the following occur: (a) The Software 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 Community Tapestry market segmentation system. 22. (a) ArcGlS 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 (ArcView, ArcEditor, or ArcInfo) to obtain the right to run an ArcGlS Engine application on one (1) computer. (c) The ArcGlS Engine Runtime extensions shall not be used in combination with ArcGIS Desktop Software to run ArcGlS 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 http://www.esri.comllegaU. in the Help system, or in supporting metadata files. 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 any third-party owned data that is included in ArcGlS Services or ArcWeb Services shall be subject to the Use of Data Restrictions found at http://www.esri.comllegaU. which may be modified by ESRI from time to time. If a modification is unacceptable to Licensee, Licensee may cancel the subscription upon written notice to ESRI. If Licensee continues to use the Web Services, Licensee will be deemed to have accepted the modification. 26. ArcSDE Personal is restricted to four (4) gigabytes of data. 27. ArcGlS Server Web ADF Runtime Software may not be deployed independent of Licensee's ArcGlS Server Enterprise configuration. 28. Limited to ten (10) concurrent end users of non ArcGlS Server applications. This restriction includes use of ArcGlS Desktop Products, ArcGIS Engine Products, and third party applications that connect directly to any ArcGIS Server geodatabase. 29. Can only be used with SQL Server 2005 Express. 30. Restricted to a maximum total offour (4) gigabytes of data. 31. Redundant Software installation(s) for fail over 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 Services may only be utilized in conjunction with ArcGlS Desktop Software and ArcGlS Explorer Software. 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 Services 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 may be used for mapping, geocoding, and routing purposes but is not licensed for dynamic routing purposes. For instance, StreetMap 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 tum is missed. 38. ArcGIS Server 3 D extension included with ArcGlS Server (Workgroup or Enterprise) Standard and Advanced may only be used for generating globe data cache(s), or publishing a globe document as an ArcGlS Globe Service. No other use of the ArcGlS Server 3D Extension Software is permitted with ArcGIS Server Standard. ArcGIS Server 3D Extension can be used with ArcGlS Server Advanced if the additional license fees for the 3D extension have been paid. 39. Any editing functionality included with ArcGlS Server (Workgroup or Enterprise) is permitted for use only with ArcGlS Server Advanced. Page 3 of 4 moo 1/07 40. Geospatial Enterprise JavaBeans (EJB) provided with ArcGIS Server (Workgroup or Enterprise) are permitted for use only with ArcGlS Server Advanced. 41. ArcGlS Image Server Seamline and Orthorectification extensions, included with ArcGIS Image Server, can only be used with ArcGIS Image Server if the additional license fees for the extensions have been paid. 42. ArcGlS Image Server License includes the right to one desktop deployment of the ArcGIS Image Server Service Editor for every two socket ArcGIS Image Server License. This includes the right to use the ArcGIS Image Server Seamline and Orthorectification extensions (if also licensed for ArcGIS Image Server) with the desktop deployment of Service Editor. Additional Service Editor desktop deployments can be licensed for an additional fee. The Seamline and Orthorectification extension must also be licensed separately for an additional fee for each additional Service Editor desktop deployment. Page 4 of 4 E300 1/07