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R-11-12-15-11D3 - 12/15/2011 RESOLUTION NO. R-11-12-15-11D3 WHEREAS, the City of Round Rock has a need for technical services for the purchase, maintenance, and support of geographic information system("GIS") software, and WHEREAS, Environmental Systems Research Institute, Inc. (`SSRI") has submitted a Small Municipal and County Enterprise License Agreement to provide said services, and WHEREAS, the City Council desires to enter into said agreement with ESRI,Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS, That the Mayor is hereby authorized and directed to execute the license agreement proposed by ESRI for the purchase, maintenance, and support of GIS software, a copy of said agreement being attached hereto as Exhibit"A"and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 15th day of December, 2011. ALAN MCGRAW, Mayor City of Round Rock,Texas ATTEST: q3wt",-.ftw SARA L. WHITE, City Secretary O:\wdoz\SCCInts\0112\1 104MUNICIPAU00239130DOC/Mc EXHIBIT „A j�resrr October 10,2011 Mr./Ms.Chris Collier CITY OF ROUND ROCK 301 W BAGDAD STE 210 ROUND ROCK,TX 78664 Dear Chris, The Esri Small Municipal and County Government Enterprise License Agreement(ELA)is a three-year agreement that will grant your organization access to Esri®term license software 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 following business terms and conditions will apply: ■ All current departments,employees,and in-house contractors of the organization will be eligible to use the software and services included in the ELA. ■ If your organization wishes to acquire and/or maintain any Esri software during the term of the agreement that is not included in the ELA,it may do so separately at the Esri pricing that is generally available for your organization for software and maintenance. ■ This ELA contains a limited number of Bing Maps transactions per standard Esri list pricing. ■ The organization will establish a single point of contact for orders and deliveries and will be responsible for redistribution to eligible users. ■ The organization will establish a Tier 1 support center to field calls from internal users of Esri software.The organization may designate individuals as specified in the ELA who may directly contact Esri for Tier 2 technical support. ■ The organization will provide an annual report of installed Esri software to Esri. 380 New York Street 909 793 2853 Redlands,California 92373-8100 usn infooesri.com esri.com • Esri software and updates that the organization is licensed to use will be automatically available for downloading. ■ The organization will act as an Esri reference site and will permit Esri to publicize its use of Esri software and services. ■ The fee and benefits offered in this ELA proposal are contingent upon your acceptance of Esri's Small Municipal and County Government ELA terms and conditions. ■ Licenses are valid for the term of the ELA. This program offer is valid for 90 days.To complete the agreement within this time frame,please contact me within the next seven days to work through any questions or concerns you may have. To expedite your acceptance of this ELA offer: 1. Sign and return the signature page of the ELA with 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 GOVERNED BY THE TERMS AND CONDITIONS OF THE ESRI SMALL MUNICIPAL AND COUNTY GOVERNMENT ELA,AND ADDITIONAL TERMS AND CONDITIONS IN THIS PURCHASE ORDER WILL NOT APPLY." Have it signed by an authorized representative of the organization. 2. On the first page of the ELA,identify the central point of contact/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,email or fax noted below: Esri e-mail:service@esri.com Attn:Customer Service SG-ELA fax documents to: 909-307-3083 380 New York Street Redlands,CA 92373-8100 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, Larry Ambriz Small Government ELA 2 esrie Quotation # 20386123 Date: May 7,2011 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE,INC. Customer#9643 Contract# 227 North Loop 1604 East,Ste 100 CITY OF ROUND ROCK San Antonio,TX 78232-1260 PLANNING DEPT Phone: (210)499-1044 Fax: (210)499-4112 301 W BAGDAD STE 210 DUNS Number: 06-313-4175 CAGE Code: OAMS3 ROUND ROCK,TX 78664 To expedite your order,please attach a copy of ATTENTION: Chris Collier this quotation to your purchase order. PHONE: (512)218-5423 Quote is valid from:05/07/2011 To: 11/03/2011 FAX: Material Qty Description Unit Price Total 110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise 50,000.00 50,000.00 License Agreement-Year One 110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise 50,000.00 50,000.00 License Agreement-Year Two 110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise 50,000.00 50,000.00 License Agreement-Year Three 115573 1 ArcPad Populations of 50,001 to 100,000 Small Government Enterprise 1,000.00 1,000.00 License Agreement-Year One 115573 1 ArcPad Populations of 50,001 to 100,000 Small Government Enterprise 1,000.00 1,000.00 License Agreement-Year Two 115573 1 ArcPad Populations of 50,001 to 100,000 Small Government Enterprise 1,000.00 1,000.00 License Agreement-Year Three Item Total: 153,000.00 Subtotal: 153,000.00 Sales Tax: 0.00 Estimated Shipping&Handling(2 Day Delivery): 0.00 Contract Pricing Adjust: 0.00 Total: $153,000.00 Please indicate on your purchase order it this purchase is funded through the American Recovery and Reinvestment Act,and whether Fsri is a Prime Recipient.Sub-recipient,or Vendor for reporting purposes. For questions contact: Larry Ambriz Email: Iambriz(cDesti.com Phone: (210)499-1044 x8827 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 AMBRIZL This offer is limited to the terms and conditions incorporated and attached herein. Oesr*r Quotation # 20386123 Date: May 7,2011 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE,INC. Customer#9643 Contract# 227 North Loop 1604 East,Ste 100 CITY OF ROUND ROCK San Antonio,TX 78232-1260 PLANNING DEPT Phone: (210)499-1044 Fax: (210)499-4112 301 W BAGDAD STE 210 DUNS Number: 06-313-4175 CAGE Code: OAMS3 ROUND ROCK,TX 78664 To expedite your order,please attach a copy of ATTENTION: Chris Collier this quotation to your purchase order. Quote is valid from:05/07/2011 To: 11/03/2011 PHONE: (512)218-5423 FAX: BY SIGNING BELOW YOU ARE INDICATING THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION. DO NOT USE THIS FORM FOR ORDER ACTIVATION IF YOUR ORGANIZATION WILL NOT HONOR AND PAY AN INVOICE THAT HAS BEEN ISSUED AT YOUR DIRECTION WITHOUT ADDITIONAL AUTHORIZING PAPERWORK. If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to indicate your acceptance,you must fax Esri the signed quote in its entirety in order for the quote to be accepted.You will be contacted by your Customer Service Representative if additional Information is required to complete your request. If your organization is a US Federal,state,or local government agency;an educational facility;or a company that will not pay an invoice without having Issued a formal purchase order,a signed quotation will not be accepted unless it is accompanied by your purchase order. If you choose to discontinue your maintenance,you will become ineligible for maintenance benefits and services.All maintenance fees from the date of discontinuation will be due and payable if you decide to reactivate your maintenance coverage at a later date. This quotation is subject to the terms set forth herein and the terms of your agreement with Esri,if any,or as otherwise provided by Esri's standard terms and conditions at www.esri.com/legal,which are incorporated by reference.Federal Government entities and prime contractors buying under GSA pricingtterms are subject to Esri's Federal Supply Schedule GS-35F-5086H. Acceptance is limited to terms of this quotation.Esri objects to and expressly rejects any different or additional terms contained in any purchase order,offer or confirmation sent or to be sent by buyer.All terms of this quotation as referenced above shall be incorporated into and are part of any further or additional agreement regarding Esri's software data,web services,training,services and maintenance. In order to expedite processing,please reference the quotation number and any/all applicable Esri contract number(s)(e.g.MPA,ELA,SmartBuy,GSA, BPA)on your ordering document By signing below,you are authorizing Esri to issue an invoice for the items included in the above quote in the amount of: $ plus sales taxes if applicable. (Note:Shipping costs are subject to change.) Please check one of the following: _I agree to pay any applicable sales tax. _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 selection and purchaseAicense.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 merely 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. 'Please indicate on your purchase order if this purchase is funded through the American Recovery and Reinvestment Act,and whether Esri is a Prime Recipient,Sub-recipient or Vendor Tor reporting purposes. For questions contact: Larry Ambriz Email: lambriz esd.com Phone: (210)499-1044 x8827 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 AMBRIZL This offer is limited to the terms and conditions incorporated and attached herein. , SMALL MUNICIPAL AND COUNTY (1pesn ENTERPRISE LICENSE AGREEMENT (E214-3 04/04/2011) 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("ELA")is by and between the organization identified in the ELA Quotation ("Licensee")and Environmental Systems Research Institute,Inc.("Esri"),with offices at 380 New York Street,Redlands,California 92373-8100.Unless otherwise agreed to by the parties,the Effective Date of this ELA is the date of the signature below or,if no date is provided with the signature,the date of Esri's receipt of Licensee's Purchase Order citing this ELA.This ELA grants Licensee certain rights to use specific Esri Software,Data,Web Services,and Documentation for a limited,fixed period beginning from the Effective Date and provides tailored maintenance subject to payment of fees and the terms of this ELA. This ELA is composed of(i)this signature page and the ELA Terms and Conditions, (ii)Exhibit 1—Scope of Use (E300), (iii)Exhibit 2— Training Addendum(E207SET),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 order of precedence for the documents shall be as follows:(i)this signature page and the ELA Terms and Conditions,(ii)Exhibit 1—Scope of Use(E300), (iii)Exhibit 2—Training Addendum (E207SET), and (iv)the ELA Quotation. In the event Licensee orders training courses, the terms and conditions of the Training Addendum will take precedence over the provision of the ELA with respect to the training courses. Licensee agrees that additional terms and conditions in any Licensee Purchase Order or addendum will not apply,and the terms of this ELA will govern. ENTERPRISE SOFTWARE SCHEDULE Unlimited Quantities ArcIMS Desktop Software and Extensions ArcGIS Server Extensions:3D,Schematics,Geostatistical, Arcinfo ArcGIS Workflow Manager,Network,Image,and Spatial ArcEditor ArcView Developer ArcGIS Desktop Extensions:3D Analyst,Spatial Analyst,Network ArcGIS Engine Runtime Analyst,Geostatisticai Analyst,ArcScan for ArcGIS,ArcGIS Publisher, ArcGIS Engine Runtime Extensions:3D,Spatial,Geodatabase Mapiex for ArcGIS,Schematics,and ArcGIS Workflow Manager Update,Network,Schematics,and Maplex Server Software and Extensions Limited Quantities ArcGIS Server Workgroup or Enterprise(Advanced,Standard,and One Annual Subscription to Esri Developer Network(EDN) Basic) OTHER BENEFITS Number of Esri International User Conference Registrations provided annually 4 Number of Tier 1 Help Desk Individuals authorized to call Esri 4 Maximum number of sets of backup media,if requested' 2 Virtual Campus Annual User License allowance 10,000 Five percent(5%)discount on all individual commercially available instructor-led training classes at Esri facilities purchased outside of this Agreement(Discount does not apply to Small Enterprise Training Package.) Additional sets of backup media may be purchased. This ELA supersedes any previous agreements,proposals,presentations,understandings,and arrangements between the parties relating to such subject matter,which is the licensing of the Enterprise Software.Except as provided in Section 9.1 Future Versions/Updates,any modifications or amendments to this ELA must be in writing and signed by an authorized representative of each party. Licensee may accept this ELA by signing and returning it with an authorizing Purchase Order that matches the ELA Quotation,references the ELA,and includes 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 ADDITIONAL TERMS AND CONDITIONS IN THE PURCHASE ORDER WILL NOT APPLY." Licensee will return this ELA and its Purchase Order to Attn.:Esri Customer Service,380 New York Street,Redlands,CA 92373-8100;e-mail it to service0esri.com;or fax it to 909-307-3083. ACCEPTED AND AGREED: Licensee Contact Information Contact Name:Christian Collier, GISP (Licensee) Address: 221 E Main St . By. Signature City,State,ZIP: Round Rock, TX 78664 Printed Name: Telephone: (512) 218-5423 Fax: Title: E-mail: ccol l ier@round-rock.tx.us Date: 20386123 ELA Quotation Number: Esri EIN Number:95-2775732 Esri Contract Number: 9643 E214-3 Page 1 of 6 04/04/2011 ELA TERMS AND CONDITIONS ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP ARTICLE 1—DEFINITIONS The Enterprise Software is licensed and not sold. Esri and its Definitions.The terms used are defined as follows: licensors own the Enterprise Software and all copies,which are protected by United States and applicable international laws, ■ "Data" means any Esri or third-party digital dataset(s) treaties, and conventions regarding intellectual property and including, but not limited to, geographic vector data proprietary rights including trade secrets.Licensee agrees to use coordinates, raster, reports, or associated tabular reasonable means to protect the Enterprise Software from attributes licensed under this ELA. unauthorized use, reproduction, distribution, or publication. Esri ■ "Deploy," "Deployed," or "Deployment" means to and its third-party licensors reserve all rights not specifically redistribute and install or the redistribution and installation granted in this ELA including the right to change and improve of the Enterprise Software (and related key Web Services. codes/registration files) or its having been redistributed and installed by Licensee on Licensee's hardware. ARTICLE 3—GRANT OF LICENSE ■ "Documentation" means all printed and digital materials including, but not limited to, help files, user reference 3.1 Grant of License.Subject to the terms and conditions of this documentation, training documentation, or technical ELA, Esri grants to Licensee a personal, nonexclusive, information and briefings. nontransferable Term License solely to ■ "ELA Fee"means the fee set forth in the ELA Quotation. ■ "ELA Maintenance" means Tier 2 Support, updates, and a. Use, copy, and Deploy quantities of Enterprise Software patches provided by Esri to Licensee for the Enterprise as defined in the Enterprise Software Schedule of this Software. ELA for Licensee's own internal use for a term concurrent ■ "ELA Quotation" means the Esri quote form provided to with this ELA. Licensee for the Small Municipal and County ELA b. Deploy one subscription of the Esri Developer Network for containing the ELA Fee and annual payment schedule. use by a single named developer for the term of this ELA. ■ "Enterprise Software" means the items identified in the c. Access and use any secure Esri website resources made Enterprise Software Schedule on page 1 of this ELA. available to Licensee for Licensee's internal use,provided ■ "Incident" means a failure of the Software to operate that Licensee follows Esri's terms of use policy specified according to the Documentation where such failure therein. All password or controlled access information substantially impacts operational or functional provided by Esri shall be treated as Esri confidential performance. information. ■ "License Agreement"and"ELA"are used interchangeably d. Use Enterprise Software in accordance with Exhibit l— and mean the ELA Terms and Conditions, including Scope of Use (provided that all licenses are Term Exhibit 1—Scope of Use (E300), that apply to Enterprise Licenses). Software provided to Licensee by Esri under this ELA. • "Samples"means sample code,sample applications,add- 3.2 Consultant Access. Subject to section 3.1, Licensee may ons, or sample extensions of Software, Data, provide access to the Enterprise Software to any consultant or Documentation,or Web Services. contractor of Licensee,provided consultants'and contractors'use ■ "Software"means the actual copy of all or any portion of is for the sole benefit of Licensee while (i) working on-site at Esri's proprietary software technology accessed or Licensee's facilities, (ii)remotely accessing or using Enterprise downloaded from an authorized Esri website or delivered Software from Licensee's on-site computers or machines, or on any media,in any format, including backups,updates, (iii)remotely accessing or using Enterprise Software from a third service packs, patches, hot fixes, or permitted merged party's computers or machines under contract to Licensee. copies. Licensee shall be responsible for compliance by consultants or • "Technical Support" means a process to attempt to contractors with the terms and conditions of this ELA. Licensee resolve reported Incidents through error correction; shall require consultant or contractor to discontinue access to and patches; hot fixes; workarounds; or any other type of use of Enterprise Software upon completion of work for Licensee. Software, Data, or Documentation corrections or modifications. ARTICLE 4—SCOPE OF USE • "Term License"means licenses provided for use during a fixed or limited time period concurrent with the term of this 4.1 Permitted Uses ELA. • "Tier 1 Help Desk"means Licensee point of contact from a. Licensee may install and store the Software, Data, and which all Tier 1 Support will be given to Licensee. Documentation on electronic storage device(s). ■ "Tier 1 Support"means the Technical Support provided by b. Licensee may make one (1)copy of the Software, Data, the Tier 1 Help Desk as the primary contact to Licensee in and Documentation for archival purposes. Licensee may attempted resolution of reported Incidents. make routine computer backups. • "Tier 2 Support"means the Technical Support provided by c. Licensee may customize the Software using any(i)macro Esri to the Tier 1 Help Desk when the Incident cannot be or scripting language, (ii) published application resolved through Tier 1 Support. programming interface(API),or(iii)source or object code ■ "Web Services"means software services or Esri or third- libraries, but only to the extent that such customization is party data provided by Esri that perform geographic described in the Documentation. information system(GIS)functions,tasks,or data services d. Licensee may use, copy, or prepare derivative works of and are accessed over the Internet, excluding Virtual the Documentation supplied in digital format and Campus. 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 E214-3 Page 2 of 6 04/04/2011 shall include the following copyright attribution notice uninstall, remove, and destroy all Deployed Software, Data, and acknowledging the proprietary rights of Esri and its Documentation and any whole or partial copies, modifications, licensor(s): "Portions of this document include intellectual media,or merged portions in any form and execute and deliver property of Esri and its licansor(s) and are used herein evidence of such actions to Esri. ELA Maintenance, Virtual under license. Copyright ® [Insert the actual copyright Campus access, and User Conference Registrations shall also date(s)from the source materials]Esri and its licensor(s). terminate. All rights reserved." 4.2 Uses Not Permitted ARTICLE 6—LIMITED WARRANTIES AND DISCLAIMERS a. Except as provided herein,Licensee shall not sell,rent,lease, 6.1 Limited Warranties.Except as otherwise provided for in this sublicense, lend, assign, or time-share the Enterprise Article 6, Esri warrants that the unmodified Software will Software. Licensee shall not act as a service bureau or substantially conform to the published Documentation and the commercial application service provider (ASP) that allows media upon which the Software is provided, if any, will be free third- from defects in materials and workmanship under normal use and party access to the Enterprise Software. Licensee shall not use Enterprise Software for a site or service and operate service for a period of ninety(90)days from the date of receipt. the site or the service for a profit or generate revenue through 6.2 Data and Web Services Disclaimer. The Data and Web direct or indirect methods (e.g., advertising or charging for Services may contain some nonconformities, defects, errors, or access to the site or service). omissions. THE DATA AND WEB SERVICES ARE PROVIDED b. Except as provided herein,Licensee shall not redistribute the "AS IS"WITHOUT WARRANTY OF ANY KIND. Without limiting Software to third parties,in whole or in part,including,but not the generality of the preceding sentence, Esri and its licensor(s) limited to,extensions,components,or DLLs. do not warrant that the Data and Web Services will meet c. Licensee shall not reverse engineer, decompile, or Licensee's needs or expectations, that the use of the Data and disassemble the Enterprise Software,except to the extent that Web Services will be uninterrupted, or that all nonoonformities such activity is expressly permitted by applicable law can or will be corrected. Esri and its licensor(s)are not inviting notwithstanding this restriction. reliance on this Data or Web Services, and Licensee should d. Except to the extent that applicable law prohibits this always verify actual Data or Web Services. restriction,Licensee shall not make any attempt to circumvent the technological measures that control access to, or use of, 6.3 Special Disclaimer. SAMPLES, PATCHES, AND HOT the Enterprise Software. FIXES ARE PROVIDED"AS IS"WITHOUT WARRANTY OF ANY e. Except as provided herein, Licensee shall not redistribute the KIND. LICENSEE ASSUMES ALL RISK AS TO THE QUALITY Software activation number(s), registration number/license AND PERFORMANCE OF THE SAMPLES, PATCHES, AND authorization file(s),developer license file(s),or Web Services HOT FIXES. access codes to third parties. f. Licensee shall not use the Software or Web Services to 6.4 Internet Disclaimer. THE PARTIES EXPRESSLY transfer or exchange any material where such transfer or ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A exchange is prohibited by intellectual property laws or any NETWORK OF PRIVATE AND PUBLIC NETWORKS,AND THAT other applicable laws. (i)THE INTERNET IS NOT A SECURE INFRASTRUCTURE, g. Licensee shall not remove or obscure any Esri or its THE PARTIES HAVE NO CONTROL OVER THE INTERNET, licensor(s) patent, copyright, trademark, or proprietary rights (ii) AND (iii)NONE notices contained in or affixed to the Enterprise Software. DAMAGES UNDERR ANY THEORY OF LAW RELATED TO THE THE PARTIES SHALL BE LIABLE FOR h. Licensee shall not unbundle individual or component parts of use. the Software or Data for independent DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE L Hardcopy Documentation may not t copied. INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE j. Licensee shall not use, transfer, redistribute, or Deploy OPERATION OF THE WEB SERVICE. Enterprise Software outside the United States. ARTICLE 5—TERM AND TERMINATION AND EXPIRATION 6.5 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, ESRI DISCLAIMS ALL OTHER 5.1 Term.The term of the ELA shall be three(3)years from the WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER Effective Date, unless this ELA is terminated earlier as provided EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, herein.The term of all licenses and the authorized period of use WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND for all Enterprise Software Deployed shall be concurrent with the FITNESS FOR A PARTICULAR PURPOSE, term of this ELA. No indefinite or perpetual license grants are NONINTERFERENCE, SYSTEM INTEGRATION, AND provided with this ELA. NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. ESRI DOES NOT WARRANT AND DISCLAIMS THAT THE 5.2 Termination for Lack of Funds. Either party may terminate ENTERPRISE SOFTWARE WILL MEET LICENSEE'S NEEDS; this ELA for Lack of Funds. Lack of Funds is the inability of THAT LICENSEE'S OPERATION OF THE SAME WILL BE Licensee to secure appropriation of funds through the legislative UNINTERRUPTED, ERROR FREE, FAULT TOLERANT, OR or governing body's approval process for annual payments due. FAIL-SAFE;OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. SOFTWARE, DATA, WEB SERVICES, AND 5.3 Termination for a Material Breach. Either party may DOCUMENTATION ARE NOT DESIGNED, MANUFACTURED, terminate this ELA for a material breach by the other party.The OR INTENDED FOR USE IN ENVIRONMENTS OR breaching party shall be given a period of ten(10)days from date APPLICATIONS THAT MAY LEAD TO DEATH, PERSONAL of written notice to cure any material breach. INJURY, OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE. ANY SUCH USE SHALL BE AT LICENSEE'S OWN 5.4 No Use upon Expiration or Termination.Upon expiration or RISK AND COST. termination of this ELA, all Enterprise Software Deployed shall 6.6 Exclusive Remedy. Licensee's exclusive remedy and Esri's terminate.Licensee shall cease access and use of Web Services entire liability for breach of the limited warranties set forth in this and clear Web Services client-side data cache and cease use, Article 6 shall be limited, at Esri's sole discretion, to (i) repair, E214-3 Page 3 of 6 04/04/2011 correction, or a workaround for the Software subject to the Esri entire liability shall then be to indemnify Licensee pursuant to Maintenance Program found at www.esri.comAeoal section 8.1 and to refund a portion of the fees paid by Licensee in /maintenance.html or (ii) return of the license fees paid by the current fee payment period.The refund will be calculated for Licensee for the Software or Documentation that does not meet the time remaining for the fee payment period, starting from the Esri's limited warranty, provided that Licensee uninstalls, notice date of infringement to the end of the fee payment period. removes, and destroys all copies of the Software or Documentation and executes and delivers evidence of such 8.3 Esri shall have no obligation to defend Licensee or to pay any actions to Esri. resulting costs, damages, or attorneys' fees for any claims or ARTICLE 7—LIMITATION OF LIABILITY 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 Esri;(ii)material alteration by 7.1 Disclaimer of Certain Types of Liability. ESRI AND ITS anyone other than Esri or contractors acting on behalf of Esri; LICENSOR(S) SHALL NOT BE LIABLE TO LICENSEE FOR ui COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR or use after Licensee has been notified of possible infringement; or(iv)use after modifications are provided or a return is ordered SERVICES; LOST PROFITS; LOST SALES OR BUSINESS by Esri under section 8.2. EXPENDITURES;INVESTMENTS;BUSINESS COMMITMENTS; OR LOSS OF ANY GOODWILL OR FOR ANY INDIRECT, 8.4 In no event shall the indemnification set forth in this Article 8 SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES apply to any Samples provided hereunder. ARISING OUT OF OR RELATED TO THIS ELA OR USE OF THE ENTERPRISE SOFTWARE, HOWEVER CAUSED ON ANY THE FOREGOING STATES THE ENTIRE OBLIGATION OF THEORY OF LIABILITY, WHETHER OR NOT ESRI OR ITS ESRI WITH RESPECT TO INFRINGEMENT OR ALLEGATION LICENSOR(S)HAS BEEN ADVISED OF THE POSSIBILITY OF OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY OF ANY THIRD PARTY. NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ARTICLE 9—GENERAL PROVISIONS 7.2 General Limitation of Liability.EXCEPT AS PROVIDED IN 9.1 Future Versions/Updates.Esri retains the right to add items ARTICLE 8—INFRINGEMENT INDEMNITY, ESRI'S TOTAL to the Small Municipal and County Enterprise program suite.As CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES new Enterprise Software is incorporated into the standard OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED program, it will be offered to Licensee via written notice for TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT incorporation into the Enterprise Software Schedule at no LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, additional charge. New or updated Enterprise Software may OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID require additional or revised terms and conditions. Terms and BY LICENSEE FOR ENTERPRISE SOFTWARE PURSUANT TO conditions subject to revision are limited to Article 1—Definitions, THIS ELA. Article 4—Scope of Use,and Exhibit 1—Scope of Use(E300)or any term as required by law. Esri may provide notice of the 7.3 Applicability of Disclaimers and Limitations. The parties additional terms or revisions to Licensee in writing or by posting agree that Esri has set its fees and entered into this ELA in them on Esri's website at www.esri.com/legal. The additional reliance upon the disclaimers and limitations set forth herein,that terms or revisions shall be incorporated into this ELA upon use of the same reflect an allocation of risk between the parties,and that the updated or new Enterprise Software. Should Licensee reject the same form an essential basis of the bargain between the the additional terms or revisions,then Licensee shall not install or parties. THESE LIMITATIONS SHALL APPLY use the revised,updated,or new Enterprise Software. NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 9.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, ARTICLE 8—INFRINGEMENT INDEMNITY reexport,transfer,or release the Enterprise Software,in whole or in part, to (i) any US embargoed country (or to a national or 8.1 Esri shall defend,indemnify,and hold harmless Licensee from resident of any US embargoed country);(ii)any person on the US and against any loss, liability, cost, or expense, including Treasury Department's list of Specially Designated Nationals; reasonable attorneys' fees, which may be incurred by Licensee (iii)any person or entity on the US Commerce Department's against any claims,actions,or demands by a third party alleging Denied Persons List, Entity List, or Unverified List; or (iv) any that the Software infringes a US patent, copyright, or trademark person or entity to which such export or reexport violates any US provided export control laws or regulations including,but not limited to,the terms of any export license or license exemption and any a. Licensee promptly notifies Esri in writing of the claim; amendments and supplemental additions to US export laws as b. Licensee provides documents clearly describing the they may occur from time to time. allegations of infringement; c. Esri has sole control of the defense of any actions and 9.3 Taxes and Fees.Sales or use taxes for the fees quoted are negotiations related to the defense or settlement of any as required by law. The tax amount may change depending on claim;and the time elapsed between this quote and date of the invoice.Esri d. Licensee cooperates fully in the defense of the claim. will include applicable sales or use taxes on your invoice unless you provide proof with your order that your organization or use of 8.2 If the Software is found to infringe a US patent, copyright,or the product is tax exempt. trademark,Esri,at its own expense,may either(i)obtain rights for Licensee to continue using the Software or (ii)modify the 9.4 No Implied Waivers.The failure of either party to enforce any allegedly infringing elements of the Software while maintaining provision of this ELA shall not be deemed a waiver of the substantially similar software functionality or data/informational provisions or of the right of such party thereafter to enforce that or content. If neither alternative is commercially reasonable, the any other provision. infringing items shall be returned to Esri, the license shall terminate,and Licensee shall uninstall the infringing items. Esri's E214-3 Page 4 of 6 04/04/2011 9.5 Severability. The parties agree that if any provision of this b. Tier 2 Support Provided by Esri ELA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent (1) Esri shall log the calls received from Tier 1 Help Desk of the language enforceable. individuals. (2) Esri shall review all information collected by and 9.6 Successor and Assigns. Licensee shall not assign, received from Tier 1 Help Desk individuals including sublicense,or transfer Licensee's rights or delegate its obligations preliminary documented troubleshooting provided by under this ELA without Esri's prior written consent, and any Tier 1 Help Desk when Tier 2 Support is required. attempt to do so without consent shall be void.This ELA shall be (3) Esri may request that Tier 1 Help Desk individuals binding upon the respective successors and assigns of the parties provide verification of information, additional to this ELA. information, or answers to additional questions to supplement any preliminary information gathering or 9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, troubleshooting performed by Tier 1 Help Desk. and 9 of this ELA shall survive the expiration or termination of this (4) Esri shall attempt to resolve the Incidents submitted by ELA. Tier 1 Help Desk by assisting the Tier 1 Help Desk individuals. 9.8 Equitable Relief. The parties agree that any breach of this (5)When the Incident is resolved,Esri shall communicate ELA may cause irreparable damage and that,in the event of such the information to the Tier 1 Help Desk individuals, breach, in addition to any and all remedies at law, a party shall and the Tier 1 Help Desk shall disseminate the have the right to seek an injunction,specific performance,or other resolution to the user. equitable relief in any court of competent jurisdiction. Esri may, at Esri's sole discretion, make patches, hot 9.9 Governing Law. This ELA shall be governed by and fixes, or updates available for downloading from Esri's construed in accordance with the laws of the state in which website. Licensee is located without reference to conflict of laws principles, c. No Software other than the defined Enterprise Software except that US federal law shall govern in matters of intellectual will be provided maintenance under this ELA. Licensee property. may acquire maintenance for other Software (non- ARTICLE 10—ELA MAINTENANCE Enterprise Software)outside of this ELA. ARTICLE 11—ORDERING, ADMINISTRATIVE PROCEDURES, ELA Maintenance for Enterprise Software provided under this DELIVERY,AND DEPLOYMENT ELA is included with the ELA Fee. ELA Maintenance includes standard maintenance benefits specified in the most current 11,1 Purchase Orders,Delivery,and Deployment applicable Esri US Software Maintenance Program document (found at www.esri.com/legal)as modified by this Article 10—ELA a. Licensee shall issue a Purchase Order upon execution of the Maintenance. EIA Maintenance does not include Technical ELA and annually thereafter in accordance with the ELA Support for Web Services. Quotation. Payment shall be due and payable within a. Tier 1 Support Provided by Licensee thirty(30)days of the anniversary date of the Effective Date, with the initial payment due within thirty(30)days of execution (1) Licensee shall provide Tier 1 Support through the of the ELA.Esri's Federal ID Number is 95-2775-732. Tier 1 Help Desk to all Licensee's authorized users. b. Upon receipt of the initial Purchase Order from Licensee,Esri (2) The Tier 1 Help Desk will use analysts fully trained in shall authorize download of the Enterprise Software to the Software they are supporting. Licensee for its Deployment activities. If requested, Esri will (3)At a minimum, Tier 1 Support will include those ship backup media to the ship-to address identified on the activities that assist the user in resolving how-to and Purchase Order, FOB Destination, with shipping charges For those entities that avoid sales tax b prepaid. o rational questions as well as questions onY Pe q installation and troubleshooting procedures. downloading deliverables, request for delivery or receipt of 4 Tier 1 Support analysts will be the initial points of tangible media may cause license fees to be subject to taxes. ( ) PPo Y Licensee acknowledges that should such taxes become due, contact for all questions and Incidents.Tier 1 Support 9 analysts shall obtain a full description of each reported Esri has a right to invoice and Licensee agrees to pay any Incident and the system configuration from the user. such sales or use tax associated with its receipt of tangible This may include obtaining any customizations, code media. samples,or data involved in the Incident.The analyst c. Esri shall provide registration numbers or keycodes, as P Y may also use any other information and databases applicable, to activate the nondestructive copy protection that may be developed to satisfactorily resolve program that enables the Enterprise Software to operate. Incidents. d. Licensee shall Deploy, install, configure, and track the (5) If the Tier 1 Help Desk cannot resolve the Incident,an Deployment status of the Enterprise Software. authorized Tier 1 Help Desk individual may contact Esri Tier 2 Support. The Tier 1 Help Desk shall 11.2 Purchase Order Requirements provide support in such a way as to minimize repeat calls and make solutions to problems available to a. All orders pertaining to this ELA shall be processed through Licensee. Licensee's centralized point of contact. (6) Tier 1 Help Desk individuals identified by Licensee are b. The following information shall be included in each Purchase the only individuals(callers)authorized to contact Esri Order: directly for Tier 2 Support. Licensee may revise named individuals by written notice. (1) Licensee name; Esri customer number,if known;and bill- to and ship-to addresses (2) Purchase Order number (3) Applicable annual payment due E214-3 Page 5 of 6 04/04/2011 (4) On the face page of its Purchase Order (or ordering document), Licensee shall insert a reference to the ELA and the following statement: 'THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND CONDITIONS OF THE ESRI SMALL MUNICIPAL AND COUNTY ELA,AND ADDITIONAL TERMS AND CONDITIONS IN THE PURCHASE ORDER WILL NOT APPLY." ARTICLE 12—ENDORSEMENT AND PUBLICITY This ELA shall not be construed or interpreted as an exclusive dealings agreement or an endorsement of Esri by Licensee. Licensee agrees that upon execution of the ELA, Esri may publicize the existence of this ELA. 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. Esri's Product Life Cycle Support Policy, available at helo.arc-gis.com/en/shared/Product-life- cycle/ProductLifeCvcle.odf, defines the support phases and overall support plans. ELA Maintenance shall be subject to the individual Product Life Cycle Support Status,which can be found at htto://resources.arcais.com/contenVi)roduct-life-cycles. 13.3 Renewal. Upon expiration of this ELA, the parties will evaluate Licensee's requirements. Any follow-on ELA will be offered in accordance with license terms and condition and pricing then in effect and based on Licensee's then current population count. ARTICLE 14—OPTIONAL ITEMS If training courses identified in the ELA Quotation are acquired, they will be subject to the terms found in Exhibit 2—Training Addendum. In the event Licensee orders training courses, the terms and conditions of the Training Addendum will take precedence over the provision of the ELA with respect to the training courses. E214-3 Page 6 of 6 04/04/2011 EXHIBIT 1 jw ■ ra SCOPE OF USE (E300 09/29/2011) Esri,380 New Yak St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953 The scope of use for the Software,Data,and Web Services identified below is described in the applicable footnotes identified in parentheses. i Software ■ Esri Business Analyst Server ■ ArcExplorer-Java and Windows Editions(20 and 25) -Workgroup(either 3,4,or 5 and 8,9,21,25,28,29,31,33, ■ ArcGIS API for iOS,Windows Phone,or Android(1,16,25,and 39,40,45,and 48) 33) -Enterprise(either 3,4,or 5 and 8,9,21,25,27,31,33,39,40, • ArcGIS Desktop 45,and 48) -ArcInfo(either 1 or 2 and 25,26,33,44,and 45) ■ Esri Business Analyst Server(Canadian Edition)(either 3,4,or 5 -ArcEditor(either 1 or 2 and 25,26,33,44,and 45) and 8,9,21,25,27,31,33,36,39,40,45,and 48) -ArcView(either 1 or 2 and 25,33,44,and 45) • Esri Business Analyst Server Developer(3,6,25,33,35,and 51) ■ ArcGIS Desktop Extensions(7) • Esri Business Analyst Server Developer(Canadian Edition)(3,6, • ArcGIS Engine Developer Kit and Extensions(1,14, 15,22,25, 25,33,35,36,and 51) 26,and 43) • Esri CityEngine(either 1 or 2 and 44) • ArcGIS Engine Runtime and Extensions(either I or 2 and 15,22, a Esri Defense Mapping(either I or 2) 25,26,and 33) ■ Esri Developer Network(EDN)Software,Web Services,and ■ ArcGIS Explorer(20,25,and 33) Data(6,7,24,25,26,33,34,and 35) ■ ArcGIS for AutoCAD(1,20,and 25) ` Esri File Geodatabase API(47) ■ ArcGIS for iOS(1,25,and 33) a Esri Nautical Solution(either I or 2) ■ ArcGIS Mobile Deployments(1,15,16,25,33,and 54) • Esri Production Mapping(either I or 2) ■ ArcGIS Runtime(l,15,18,33,35,and 59) • Geoportal Clients for ArcGIS(7,20,and 52) ■ ArcGIS Runtime SDK(1,15,18,33,35,and 60) • MapIt(11,25,31,33,35,49,and 50) ■ ArcGIS Server • MapObjects-Java Edition(1,5,8,15,18,and 19) -Workgroup(either 3 or 5 and 8,9,25,28,29,30,32,33,38, ■ MapObjects LT(1,14,and 16) 39,40,and 45;if licensed as a Term License,6 will also apply) • MapObjects-Windows Edition(1,14,15,16,and 18) -Enterprise(either 3,4,or 5 and 8,9,25,27,31,33,38,39,40, • MOLE(1) and 45;if licensed as a Tenn License,6 will also apply) ■ NetEngine Internet(5) > Cloud Bundle(6 and 33) a Portal for ArcGIS(5,6,31,33,61,62,and 63) • ArcGIS Server Extensions ■ Tracking Server(either 4 or 5 and 31) -ArcGIS for INSPIRE(7,8,33,and 35) Web Services -ArcGIS Server Geoportal Extension(either 3,4,or 5 and 7 and ■ ArcGIS Online Services(6,25,33,34,and 35) 52) ■ Esri Business Analyst Online(6,25,33,48,56,57,and 58) -ArcGIS Server Image Extension(7,8,and 42) ■ Esri Business Analyst Online Mobile(1,6,25,33,48,56,57,and -ArcGIS Server Image Extension Service Editor(1) 58) -Other Extensions(7) ■ Esri Community Analyst(6,25,33,48,56,57,and 58) • ArcGIS Web Mapping(including SharePoint,JavaScript,Adobe ■ Esri MapStudio(6,25,33,34,35,and 56) Flex,Microsoft Silverlight/WPF,SOAP,and REST)(6,33,and ■ Esri Redistricting Online(6,25,33,34,and 35) 35) ■ ArcIMS Data - ArcIMS and Extensions(either 3,4,or 5 and 8, 10,31,and a Data with ArcGIS Data Appliance(6,23,25,and 41) 45) • Esri Address Coder(either 1,2,or 5 and 21,22,25,and 48) ■ ArcLogistics • Esri Business Analyst(Canadian Edition)Data(either 1 or 2 and -Desktop(1 and 25) 6,21,25,33,36,45,and 48) -Using ArcGIS Online(6,20,25,34,35,and 46) • Esri Business Analyst Data(either 1 or 2 and 21,25,33,45,and 48) -Using ArcGIS Server(6,20,25,34,35,and 46) ■ Esri Business Analyst Server(Canadian Edition)Data(either 3, -Navigator(I and 46) 4,or 5 and 21,25,33,36,45,and 48) ■ ArcPad(1,12,13,25,and 33) ■ Esri Business Analyst Server Data(either 3,4,or 5 and 21,25, • ArcReader(20,25,33,and 45) 33,45,and 48) ■ ArcView 3.x and Extensions(1,7,and 17) ■ Esri Data&Maps(either 1,2,3,4,or 5 and 23 and 37) ■ Esri Aeronautical Solution(either 1 or 2) • Esri Data(either 1,2,or 5 and 25 and 48) • Esri Business Analyst(Canadian Edition)(either I or 2 and 6,25, -Demographic,Consumer Spending,Market Potential,Retail 33,36,45,and 48) MarketPlace,Business,Traffic,Shopping Center,Cable ■ Esri Business Analyst(either I or 2 and 25,33,45,and 48) Boundaries,Banking,and Crime ■ Esri Business Analyst Online API for Adobe Flex,Microsoft ■ Sourcebook-America(I and 21) Silverlight,SOAP,and REST(6,16,25,33,35,55,and 56) ■ StreetMap Premium(either 1,2,4,or 5 and 6 and 25) ■ Tapestry Segmentation(either 1,2,or 5 and 21 and 48) E300 Page 1 of 4 09/29/2011 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 as long as only one(1)copy of the Software,Data,and Documentation is in use at any one(1)time.No other end user may use the Software,Data,or Documentation under the same license at the same time for any other purpose. 2. "Concurrent Use License."Licensee may install and use the Software,Data,and Documentation on computer(s)on a network, but the number of simultaneous users may not exceed the number of licenses acquired.No other end user may use the Software,Data,or Documentation under the same license at the same time for any other purpose. 3. "Development Server License."Licensee may install and use the Software on a single computer to design and build applications that interface with or utilize server Software as described in the Documentation. 4. "Staging Server License."In addition to the Development Server License rights,Licensee may use and install the Software for the following purposes:user acceptance testing,performance testing,load testing of other third-party software,staging new commercial data updates,and training activities. 5. "Deployment Server License."In addition to the Staging Server License rights,Licensee may install and use the Software or Data to provide services to multiple users on the same or other computer(s). 6. "Term License."License is provided for use for a limited time period or on a subscription or transaction basis. 7. Extensions to Software programs follow the same scope of use as that granted for the corresponding Software programs. 8. The administration tools for the Software may be copied and redistributed throughout Licensee's organization. 9. User-developed ArcGIS Server administration tools may be copied throughout Licensee's organization,but the ArcCatalog application(found in ArcGIS Desktop)may not be copied. 10. The 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. Licensee may install and use the Software to provide services to multiple users on the same or other computer(s).The Software is licensed per server.The licensed server is the server on which Licensee installs the Spatial Data Service. 12. Software is only licensed for navigational use when used in conjunction with ArcLogistics. 13. "Dual Use License"means the Software may be installed on a desktop computer and used simultaneously with either a personal digital assistant(PDA)or handheld mobile computer as long as the Software is only used by a single individual at any one(1)time. 14. Developers must include the following attribution with any deployed MapObjects application:"Portions of this computer program are owned by LizardTech,Inc.,and are Copyright© 1995-2002 LizardTech,Inc.,and/or the University of California. All rights reserved.US Patent No.5,710,835." 15. Deployment licenses for desktop or Internet application(s)may be subject to payment of additional license fees. 16. Licensee may deliver applications to its sublicensee(s)provided Licensee uses a written sublicense agreement that protects Esri's rights in its Software,Data,Web Services,and Documentation to the same extent as the Esri License Agreement including,but not limited to,the following terms: a. Sublicensee may not reverse engineer,decompile,or disassemble the Esri Software,Data,Web Services,or Documentation,except to the extent permitted by applicable law;copy for commercial use;transfer;or assign its rights under the license grant; b. Sublicensee may not use any Esri Software,Data,Web Services,or Documentation,in whole or in part,separate from Licensee's executable application;and c. Third-party dependent or required components are redistributable subject to permission from the owner or author. d. Applications may be subject to deployment fees owed to Esri.Licensee shall contact its distributor for details. 17. Licensee may use Business Objects Crystal Reports software only with the ArcView 3.x Software with which it was acquired and subject to the Crystal Reports License Agreement available on the media.Licensee may not use a software program or system to cache or queue report requests. 18. The deployment license is per application per computer. 19. 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 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 Tapestry Segmentation system. E300 Page 2 of 4 09/29/2011 22. (a)ArcGIS Engine Runtime licenses shall not be used for Internet and server development and deployment;(b)an end user must license either ArcGIS Engine Runtime Software or other ArcGIS Desktop Software(ArcView,ArcEditor,or ArcInfo)to obtain the right to run an ArcGIS Engine application on one(1)computer;and(c)the ArcGIS Engine Runtime extensions shall not be used in combination with ArcGIS Desktop Software to run ArcGIS Engine applications.A single user can have multiple applications installed on one(1)computer for use only by that end user. 23. Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at b=://www.esri.comnegal/,in the Help system,or in supporting metadata files,subject to the specific attribution descriptions and requirements for the dataset accessed. 24. EDN Software,Web Services,and Data may only be used by one(1)named developer per subscription solely for the purposes of research,development,testing,and demonstration of a prototype application.EDN server Software and Data may be installed on multiple computers for use by any named EDN developer. 25. Use of included third-party owned data shall be subject to the Use of Data Restrictions found at http://www.esri.comAegal/for the specific Data accessed.The Use of Data Restrictions may be modified by Esri from time to time.If a modification is unacceptable to Licensee,Licensee may cancel a subscription upon written notice to Esri,or discontinue use of the Data or Web Services,as applicable.If Licensee continues to use the Data or Web Services,Licensee will be deemed to have accepted the modification. 26. An ArcSDE Personal Edition geodatabase is restricted to ten(10)gigabytes of Licensee data. 27. ArcGIS Server Web ADF Runtime Software may not be deployed independent of Licensee's ArcGIS Server Enterprise configuration. 28. Use is limited to ten(10)concurrent end users of applications other than ArcGIS Server applications.This restriction includes use of ArcGIS Desktop Software,ArcGIS Engine Software,and third-party applications that connect directly to any ArcGIS Server geodatabase.There are no limitations on the number of connections from web applications. 29. Software can only be used with SQL Server 2005/2008 Express. 30. Use is restricted to a maximum of ten(10)gigabytes of Licensee data. 31. Redundant Software installation(s)for failover operations is allowed but can only be operational during the period the primary site is nonoperational.The redundant Software 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. Licensee's access to and use of Cloud Bundle,ArcGIS Web Mapping,ArcGIS Online Services,Business Analyst Online, Business Analyst Online API,or Microsoft Bing Maps is conditioned upon Licensee's acceptance of the Esri Web Services and API Terms of Use,the Business Analyst Online Web Subscription Terms and Conditions the Terms of Use for Bing Maps Services,and any other terms and conditions applicable thereto or to any third-party data being accessed through them,found at http://www.esri.com/legal. 34. Licensee's organization is limited to the number of specified credits,transactions,geography,or number of users as described in the online product description. 35. Licensed end users shall not share the client-side data cache derived from ArcGIS Online Services with other licensed end users or third parties. 36. Licensee's use of Esri Business Analyst(Canadian Edition)Data is subject to the Use of Data Restrictions specific to Esri Business Analyst(Canadian Edition)Data. 37. Data provided with StreetMap USA may be used for mapping,geocoding,and routing purposes but is not licensed for dynamic routing purposes.For instance,StreetMap USA may not be used to alert a user about upcoming maneuvers(such as warning of an upcoming turn)or to calculate an alternate route if a turn is missed. 38. The ArcGIS Server 3D extension included with ArcGIS Server Standard(Workgroup or Enterprise)may only be used for generating globe data cache(s)or publishing a globe document as an ArcGIS Globe Service.No other use of the ArcGIS Server 3D extension Software is permitted with ArcGIS Server Standard. 39. Any editing functionality included with ArcGIS Server is not permitted for use with ArcGIS Server Basic(Workgroup or Enterprise). 40. Geospatial Enterprise JavaBeans(EJB)provided with ArcGIS Server(Workgroup or Enterprise)is permitted for use only with ArcGIS Server Advanced. 41. Licensee may only use Data from a single state with the Single State version of ArcGIS Data Appliance.This restriction applies to a large-scale(i.e.,scale levels below 1:100,000)street map,transportation layer,boundaries and places layer,and one(1)-meter or better resolution imagery included in the USA Collection.This restriction does not apply to the small-scale (i.e.,scale levels above LI 00,000)maps provided in the World Collection,which are intended for display at global and regional scales. 42. Licensee has the right to one(1)desktop deployment of the ArcGIS Server Image extension Service Definition Editor for every four(4)cores of ArcGIS Server Image extension that are licensed. 43. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users with or without the ArcGIS Engine Runtime Software. E300 Page 3 of 4 09/29/2011 Yor any operating system environment in which Licensee runs instances of the Concurrent Use License management software, Licensee may run up to the same number of passive failover instances of the Concurrent Use License management software in a separate operating system environment for temporary failover support. 45. Data licensed with Esri Business Analyst and Esri Business Analyst Server is restricted for use only in conjunction with the respective Business Analyst extension. 46. Licensee should not follow any route suggestions that appear to be hazardous,unsafe,or illegal.Licensee assumes all risk of using this navigation Software. -1 Licensee may develop and distribute software or web applications that use the Esri File Geodatabase API to Licensee's end users. 48. Licensee may include reports and maps created from the Software or Data in hard-copy or read-only format for presentation packages or marketing studies for subsidiaries and customers.The total content of the Esri reports and maps must be less than twenty percent(20%)of Licensee's total content of the presentation package or marketing study.Full,complete,stand-alone reports or maps created from the Software or Data and not part of a presentation package or marketing study cannot be resold, sublicensed,or otherwise transferred without prior written permission of Esri.Licensee's third-party customer may only receive reports and maps generated by Licensee and may only use the maps and reports received from Licensee for internal purposes. In no case shall Licensee redistribute the Data in digital formats. 49. Esri MapIt Silverlight Web or WPF applications may not be deployed independent of Licensee's MapIt deployment configuration. 50. Licensee has the right to one(1)desktop deployment of Spatial Data Assistant for each Esri MapIt server license. 51. Esri Business Analyst Server Developer and Data may only be installed on one(1)server per license solely for the purposes of research,development,testing,and demonstration of a prototype application. 52. Source code is the intellectual property of Esri.Licensee shall treat any source code file identified as"Software"in a README file or at http://www.esri.comAegaU as a trade secret for Licensee's own internal use only and not for further redistribution or access by unlicensed third parties.Licensee shall not modify the Software,Documentation,Data,or source code to incorporate, embed,link,or otherwise include any code,libraries,or data licensed or distributed under an open source licensing or distribution models similar to Free Software Foundation's GNU General Public License(GPL)or GPL-compliant licenses, including,without limitation,the Artistic License(e.g.,Perl),the Mozilla Public License,the Netscape Public License,and the Sun Community or Industry Standards License,that could require a user to make its proprietary source code available to a requesting third party. 53. Reserved. 54. ArcGIS Mobile is licensed for use with ArcGIS Server Advanced(Enterprise or Workgroup)and ArcGIS Desktop(Arclnfo, ArcEditor,ArcView,and ArcGIS Engine applications). 55. Licensee may develop software or web applications that use the Business Analyst Online API to access,query,create,display, and redistribute Reports and resulting static,electronic maps to end user(s)of Licensee's software or web applications.End user(s)of Licensee's software or web applications may use the Reports and maps for internal purposes only and not for further redistribution."Report"means any formatted output created by the Business Analyst Online API,which includes PDF,CSV, Excel,HTML,and XML formats.Licensee shall not redistribute any Data in vector formats. 56. For Reports or maps displayed or posted to an external website,or Reports or maps created for Licensee's end user(s),Licensee shall affix an attribution notice to Licensee's online and/or hard-copy output that acknowledges Esri's and its third-party data supplier's intellectual property.These notices are found in the PDF or export image format of each individual Report or image, or as follows:"Source[Esri,Supplier]"or Copyright©[year(s)][Esri,Supplier].All rights reserved." 57. Licensee may only display or post any combination of 100 Business Analyst Online or Community Analyst Reports and maps on its external websites. 58. Licensee shall order a separate Business Analyst Online or Community Analyst subscription for each person who uses Business Analyst Online or Community Analyst and shall provide output from the Business Analyst Online or Community Analyst subscription only to the e-mail of the individual subscriber. 59. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users with or without the ArcGIS Runtime Software up to the number of deployment licenses that have been purchased. 60. (a)ArcGIS Runtime licenses shall not be used for Internet and server development and deployment;(b)an end user must purchase a software application that includes an ArcGIS Runtime license to obtain the right to run an ArcGIS Runtime application on one(1)computer.A single user may have multiple ArcGIS Runtime licensed applications installed on one(1)computer that utilize a single ArcGIS Runtime. 61. Oracle is a third-party beneficiary of Esri's rights under the Esri License Agreement with respect to the Software but is not a party hereto and assumes no obligations hereunder. 62. Esri and its Licensors reserve the right to conduct an audit of Licensee's use of the Software.Licensee will provide reasonable assistance and access to information regarding Licensee's use of the Software.Audit results may be reported to Esri's Licensors.Fees for over-deployment or excess usage are payable within thirty(30)days of the invoice date. 63. Licensee may not publish the results of benchmark tests run on the Software without the prior written permission of Esri and its Licensors. E300 Page 4 of 4 09/29/2011 EXHIBIT 2 rTRAINING ADDENDUM (E207SET 3111) Esri,380 New York SL,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-7935953 ■ Licensee is responsible for all Student travel arrangements. Esri assumes no responsibility for losses from nonrefundable ARTICLE 1—TRAINING DESCRIPTION travel arrangements resulting from denial of a Student's participation due to US government export regulation Esri offers instructor-led training related to the use of its requirements,course scheduling changes,or cancellations. proprietary GIS software. Esri will provide to Licensee a fixed Licensee must provide written notice to Esri's Customer number of training days to use for Instructor-Led Training, as Service at servicetaDesri.com of any cancellation, defined in this Small Enterprise Training Package, if purchased. rescheduling, or Student substitution requirements and Instructor-Led Training events occur at an Esri Learning Center or receive confirmation of these change(s)prior to the class start via the web in a cloud environment. The Esri software trainingdate. course(s) to be conducted, location, schedule dates, and ■ Licensee is responsible to ensure that it adheres to the registration requirements are set forth in the Esri Training catalog course, facility, and equipment requirements for Esri training located on Esri's Training website (htto://trainino.esri.com). All as found at http://trainino.esri.com/aateway/ courses are conducted in substantial conformity with course index.cfm?fa=traininQODtions.oateway. descriptions outlined on the Esri Training website. Esri reserves ■ Students may not use audio and/or video recording the right to modify course content when necessary due to equipment within the classroom without prior written approval software technical capabilities or limitations. from Esri. Esri reserves the right to record a classroom training event for future rebroadcast. ARTICLE 2—ESRI'S RESPONSIBILITIES ARTICLE 4—CANCELLATION AND RESCHEDULING POLICY ■ Esri will provide an instructor qualified to conduct the When a Student's place in class is filled by another person course(s)as well as all necessary training materials sufficient from the same organization,a Student substitution is allowed for the number of registered participants (hereinafter at no cost provided Esri's Customer Service department is "Student(s)") on the scheduled dates. Esri will provide each notified three(3)business days in advance of the class start Student with a course manual where applicable. date.Should a Student substitution occur without three(3) ■ Esri will confirm Learning Center training class scheduled business days'notification,an additional nonrefundable dates approximately ten(10)business days prior to the class transfer and data processing fee may be assessed. start date. A Student may transfer from one(1)scheduled Esri Learning Center class to another one(1)time at no additional charge ARTICLE 3—LICENSEE'S RESPONSIBILITIES provided Esri's Customer Service department is notified ■ Licensee must ensure the protection of Esri's copyrights. three(3)business days in advance of the class start date. Licensee shall neither copy or distribute nor permit a third Subsequent transfers or transfers that occur without three(3) party to copy or distribute any of Esri's training material(s) business days'notification may incur a transfer fee. unless otherwise required by law. Students may cancel their enrollment in a class provided ■ Licensee must not resell seat(s) to an Esri training class Esri's Customer Service department is notified unless explicitly authorized in writing by Esri. three(3)business days in advance.If three(3)business days' ■ Licensee must confirm that all registered Students meet the notification is not provided,Students may be charged the full minimum prerequisites for the applicable class set forth on Student Seat fee. Esri's Training website. If Esri is unable to conduct the training on the scheduled date, ■ Licensee must ensure that all Students have received Esri will notify Licensee at least three (3) business days before confirmation from Esri to participate in an Esri training event. the scheduled date. Unregistered Students are not permitted to view or participate in a Virtual Classroom training event.Esri reserves the right to If cancellation of a training event is necessary due to Force disconnect any Student who permits access to unregistered Majeure, the affected party is released in full from the three(3)- Students. business-day notification.The affected party will either reschedule ■ Licensee must submit registrations with a confirmed payment the training or cancel the order without that affected party commitment at least seven(7)business days before the class incurring any liability. start date. If Licensee submits a registration without a confirmed payment,Esri will not confirm the seat reservation. The reservation will be added to the waiting list pending ARTICLE 5—UNIQUE TERMS FOR THE SMALL ENTERPRISE payment confirmation and subject to availability. TRAINING PACKAGE ■ US government export control laws and regulations prohibit US persons from engaging in transactions with certain denied To order training, Licensee must include training in the persons found on various US Government Denied Persons purchase Order for the ELA or provide a Purchase Order as Designated Nationals List, US Commerce Department's lists US Department of the Treasury's Specially required and specified within the ELA that matches the Esri Denied Persons/Entity List, etc.). To meet these export quotation. Where Licensee submits additional Purchase Orders to requirements,Licensee must submit to Esri Customer Service purchase training days for additional Purchase ), any unused a list of the names of Students that are to attend any training training days will automatically roll over. class. Any Student that is found on any of the various US A purchase Order is required annually for each three(3}year Government Denied Persons lists will not be permitted to term. Failure to submit annual Purchase Orders will result in attend training. the forfeit of unused training days. E207SET Page 1 of 2 03/25/2011 • Licensee must assign an individual within its organization to the role of Training Administrator to serve as liaison between Licensee's organization and Esri as well as intemally manage and authorize allocated training days. ■ The training days are available for a period of twelve (12) months, commencing on the purchase Effective Date, and ending when all training days are consumed, whichever is sooner. ■ Esri will invoice for outstanding training expenses where applicable. ■ Training days are not transferable and not refundable for any other Esri products or services. ARTICLE 6—RESERVATION OF OWNERSHIP AND GRANT OF LICENSE Except as specifically granted in this Agreement, Esri and/or its licensors own and retain all right, title, and interest in software, data,documentation,and training materials. ARTICLE 7—WARRANTY 7.1 Esri will provide training in a manner consistent with the technical and professional standards of the industry. 7.2 Disclaimer of Warranties.WITH THE EXCEPTION OF THE LIMITED WARRANTY SET FORTH IN THIS ARTICLE, ESRI DISCLAIMS, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE, AND NONINFRINGEMENT, AS WELL AS ANY WARRANTIES THAT THE TRAINING IS ERROR FREE. ARTICLE 8—LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY EXCEPT FOR INDEMNITY ASSOCIATED WITH CLIENT SITE TRAINING, IN NO EVENT SHALL ESRI BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR TRAINING; LOST PROFITS; LOST SALES; BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF,OR RELATED TO, THIS AGREEMENT, HOWEVER CAUSED OR UNDER ANY THEORY OF LIABILITY, EVEN IF ESRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ESRI'S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND,SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE PORTION OF THE TRAINING UNDER THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ARTICLE 9—UCC INAPPLICABILITY Training provided under this Agreement will not be governed by the Uniform Commercial Code (UCC) and will not be deemed "goods"within the definition of the UCC. E207SET Page 2 of 2 03/25/2011 JrRZOUNDROCK,TEXAS City Council Agenda Summary Sheet SE PMIOK PRos ffM Agenda Item No. *11D3. Consider a resolution authorizing the Mayor to execute a "Small Municipal and County Enterprise License Agreement" with Environmental Systems Research Institute, Inc. (ESRI) Agenda Caption: regarding software and maintenance. Meeting Date: December 15,2011 Department: Administration/Information Technology Staff Person making presentation: Chris Collier GIS Manager Item Summary: 3-year Enterprise License Agreement with ESRI for Geographic Information Systems (GIS) software and support. Provides unlimited use of software,tier 1 support,conference registrations and on-line training. Cost: $153,000.00($51,000/year) Source of Funds: General Fund Date of Public Hearing(if required): N/A Recommended Action: Approval EXECUTED DOCUMENTS FOLLOW i SMALL MUNICIPAL AND COUNTY wpusn" ENTERPRISE LICENSE AGREEMENT (E214-3 04/04/2011) Esri,380 New York St.,Redlands,CA 92373-8100 USA-TEL 909-793-2853•FAX 909-7935953 This Small Municipal and County Enterprise License Agreement("ELA")is by and between the organization identified in the ELA Quotation ("Licensee")and Environmental Systems Research Institute,Inc.("Esri"),with offices at 380 New York Street,Redlands,California 92373-8100.Unless otherwise agreed to by the parties,the Effective Date of this ELA is the date of the signature below or,if no date is provided with the signature,the date of Esri's receipt of Licensee's Purchase Order citing this ELA.This ELA grants Licensee certain rights to use specific Esri Software,Data,Web Services,and Documentation for a limited,fixed period beginning from the Effective Date and provides tailored maintenance subject to payment of fees and the terms of this ELA. This ELA is composed of(i)this signature page and the ELA Terms and Conditions, (ii)Exhibit 1—Scope of Use (E300), (iii)Exhibit 2— Training Addendum(E207SET),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 order of precedence for the documents shall be as follows:(i)this signature page and the ELA Terms and Conditions,(ii)Exhibit 1—Scope of Use (E300), (iii)Exhibit 2—Training Addendum (E207SET), and (iv)the ELA Quotation. In the event Licensee orders training courses, the terms and conditions of the Training Addendum will take precedence over the provision of the ELA with respect to the training courses. Licensee agrees that additional terms and conditions in any Licensee Purchase Order or addendum will not apply,and the terms of this ELA will govern. ENTERPRISE SOFTWARE SCHEDULE Unlimited Quantities ArcIMS Desktop Software and Extensions ArcGIS Server Extensions:3D,Schematics,Geostatistical, Arclnfo ArcGIS Workflow Manager,Network,Image,and Spatial ArcEditor ArcView Developer ArcGIS Desktop Extensions:3D Analyst,Spatial Analyst,Network ArcGIS Engine Runtime Analyst,Geostatistical Analyst,ArcScan for ArcGIS,ArcGIS Publisher, ArcGIS Engine Runtime Extensions:3D,Spatial,Geodatabase Maplex for ArcGIS,Schematics,and ArcGIS Workflow Manager Update,Network,Schematics,and Maplex Server Software and Extensions Limited Quantities ArcGIS Server Workgroup or Enterprise(Advanced,Standard,and One Annual Subscription to Esri Developer Network(EDN) Basic) OTHER BENEFITS Number of Esri International User Conference Registrations provided annually 4 Number of Tier 1 Help Desk Individuals authorized to call Esri 4 Maximum number of sets of backup media,if requested" 2 Virtual Campus Annual User License allowance 10,000 Five percent(5%)discount on all individual commercially available instructor-led training classes at Esri facilities purchased outside of this Agreement(Discount does not apply to Small Enterprise Training Package.) Additional sets of backup media may be purchased. This ELA supersedes any previous agreements,proposals,presentations,understandings,and arrangements between the parties relating to such subject matter,which is the licensing of the Enterprise Software.Except as provided in Section 9.1 Future Versions/Updates,any modifications or amendments to this ELA must be in writing and signed by an authorized representative of each party. Licensee may accept this ELA by signing and returning it with an authorizing Purchase Order that matches the ELA Quotation,references the ELA,and includes 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 ADDITIONAL TERMS AND CONDITIONS IN THE PURCHASE ORDER WILL NOT APPLY." Licensee will return this ELA and its Purchase Order to Attn.:Esri Customer Service,380 New York Street,Redlands,CA 92373-8100;e-mail it to service&esri.com;or fax it to 909-307-3083. ACCEPTED AN AGREED: Licensee Contact Information Contact Name:Christian Collier, GISP (Licensee Address: 221 E Main St . By: City,State,ZIP: Round Rock, TX 78664 Signature � Telephone: (512) 218-5423 Printed Title: Fax: LAd � E-mail: ccol1ier@round-rock.tx.us Date: t "� • ELA Quotation Number: 2 0 3 8 612 3 Esri EIN Number:95-2775732 Esri Contract Number: 9643 E214-3 Page 1 of 6 04/04/2011 t2- tc,1tp3 ELA TERMS AND CONDITIONS ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP ARTICLE 1—DEFINITIONS The Enterprise Software is licensed and not sold. Esri and its Definitions.The terms used are defined as follows: licensors own the Enterprise Software and all copies, which are protected by United States and applicable international laws, ■ "Data" means any Esri or third-party digital dataset(s) treaties, and conventions regarding intellectual property and including, but not limited to, geographic vector data proprietary rights including trade secrets. Licensee agrees to use coordinates, raster, reports, or associated tabular reasonable means to protect the Enterprise Software from attributes licensed under this ELA. unauthorized use, reproduction, distribution, or publication. Esri ■ "Deploy," "Deployed," or "Deployment" means to and its third-party licensors reserve all rights not specifically redistribute and install or the redistribution and installation granted in this ELA including the right to change and improve of the Enterprise Software (and related key Web Services. codes/registration files) or its having been redistributed and installed by Licensee on Licensee's hardware. ARTICLE 3—GRANT OF LICENSE • "Documentation" means all printed and digital materials including, but not limited to, help files, user reference 3.1 Grant of License.Subject to the terms and conditions of this documentation, training documentation, or technical ELA, Esri grants to Licensee a personal, nonexclusive, information and briefings. nontransferable Term License solely to ■ "EIA Fee"means the fee set forth in the ELA Quotation. • "ELA Maintenance" means Tier 2 Support, updates, and a. Use, copy, and Deploy quantities of Enterprise Software patches provided by Esri to Licensee for the Enterprise as defined in the Enterprise Software Schedule of this Software. ELA for Licensee's own internal use for a term concurrent ■ "ELA Quotation" means the Esri quote form provided to with this ELA. Licensee for the Small Municipal and County ELA b. Deploy one subscription of the Esri Developer Network for containing the ELA Fee and annual payment schedule. use by a single named developer for the term of this ELA. ■ "Enterprise Software" means the items identified in the c. Access and use any secure Esri website resources made Enterprise Software Schedule on page 1 of this ELA. available to Licensee for Licensee's internal use,provided ■ "Incident" means a failure of the Software to operate that Licensee follows Esri's terms of use policy specified according to the Documentation where such failure therein. All password or controlled access information substantially impacts operational or functional provided by Esri shall be treated as Esri confidential performance. information. ■ "License Agreement"and"ELA"are used interchangeably d. Use Enterprise Software in accordance with Exhibit l— and mean the ELA Terms and Conditions, including Scope of Use (provided that all licenses are Term Exhibit 1—Scope of Use (E300), that apply to Enterprise Licenses). Software provided to Licensee by Esri under this ELA. ■ "Samples"means sample code,sample applications,add- 3.2 Consultant Access. Subject to section 3.1, Licensee may ons, or sample extensions of Software, Data, provide access to the Enterprise Software to any consultant or Documentation,or Web Services. contractor of Licensee,provided consultants'and contractors'use ■ "Software"means the actual copy of all or any portion of is for the sole benefit of Licensee while (i) working on-site at Esri's proprietary software technology accessed or Licensee's facilities, (ii)remotely accessing or using Enterprise downloaded from an authorized Esri website or delivered Software from Licensee's on-site computers or machines, or on any media,in any format,including backups,updates, (iii)remotely accessing or using Enterprise Software from a third service packs, patches, hot fixes, or permitted merged party's computers or machines under contract to Licensee. copies. Licensee shall be responsible for compliance by consultants or ■ "Technical Support" means a process to attempt to contractors with the terms and conditions of this ELA. Licensee resolve reported Incidents through error correction; shall require consultant or contractor to discontinue access to and patches; hot fixes; workarounds; or any other type of use of Enterprise Software upon completion of work for Licensee. Software, Data, or Documentation corrections or modifications. ARTICLE 4—SCOPE OF USE • "Term License"means licenses provided for use during a fixed or limited time period concurrent with the term of this 4.1 Permitted Uses ELA. ■ "Tier 1 Help Desk"means Licensee point of contact from a. Licensee may install and store the Software, Data, and which all Tier 1 Support will be given to Licensee. Documentation on electronic storage device(s). ■ "Tier 1 Support"means the Technical Support provided by b. Licensee may make one (1)copy of the Software, Data, the Tier 1 Help Desk as the primary contact to Licensee in and Documentation for archival purposes. Licensee may attempted resolution of reported Incidents. make routine computer backups. • "Tier 2 Support"means the Technical Support provided by c. Licensee may customize the Software using any(i)macro Esri to the Tier 1 Help Desk when the Incident cannot be or scripting language, (ii) published application resolved through Tier 1 Support. programming interface(API),or(iii)source or object code • "Web Services"means software services or Esri or third- libraries, but only to the extent that such customization is party data provided by Esri that perform geographic described in the Documentation. information system(GIS)functions,tasks,or data services d. Licensee may use, copy, or prepare derivative works of and are accessed over the Internet, excluding Virtual the Documentation supplied in digital format and Campus. 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 E214-3 Page 2 of 6 04/04/2011 shall include the following copyright attribution notice uninstall, remove, and destroy all Deployed Software, Data,and acknowledging the proprietary rights of Esri and its Documentation and any whole or partial copies, modifications, licensor(s): "Portions of this document include intellectual media, or merged portions in any form and execute and deliver property of Esri and its licensor(s) and are used herein evidence of such actions to Esri. ELA Maintenance, Virtual under license. Copyright ® [Insert the actual copyright Campus access, and User Conference Registrations shall also date(s)from the source materials]Esri and its licensor(s). terminate. All rights reserved.' 4.2 Uses Not Permitted ARTICLE 6—LIMITED WARRANTIES AND DISCLAIMERS a. Except as provided herein,Licensee shall not sell,rent,lease, 6.1 Limited Warranties.Except as otherwise provided for in this sublicense, lend, assign, or time-share the Enterprise Article 6, Esri warrants that the unmodified Software will Software. Licensee shall not act as a service bureau or substantially conform to the published Documentation and the commercial application service provider (ASP) that allows media upon which the Software is provided, if any, will be free third-party access to the Enterprise Software. Licensee shall from defects in materials and workmanship under normal use and not use Enterprise Software for a site or service and operate service for a period of ninety(90)days from the date of receipt. the site or the service for a profit or generate revenue through 6.2 Data and Web Services Disclaimer. The Data and Web direct or indirect methods (e.g., advertising or charging for Services may contain some nonconformities, defects, errors, or access a the site or service). omissions. THE DATA AND WEB SERVICES ARE PROVIDED b. Except as provided herein, Licensee shall not redistribute the "AS IS"WITHOUT WARRANTY OF ANY KIND. Without limiting Software to third parties,in whole or in part,including,but not the generality of the preceding sentence, Esri and its licensor(s) limited to,extensions,components,or DLLs. do not warrant that the Data and Web Services will meet c. Licensee shall not reverse engineer, decoxten t that or Licensee's needs or expectations, that the use of the Data and disassemble the Enterprise Software,except to the eextent Web Services will be uninterrupted, or that all nonconformities such activity is expressly permitted by applicable law notwithstanding this restriction. can or will be corrected. Esri and its licensor(s)are not inviting d. Except to the extent that applicable law prohibits this reliance on this Data or Web Services, and Licensee should always verify actual Data or Web Services. restriction,Licensee shall not make any attempt to circumvent the technological measures that control access to, or use of, 6.3 Special Disclaimer. SAMPLES, PATCHES, AND HOT the Enterprise Software. FIXES ARE PROVIDED"AS IS"WITHOUT WARRANTY OF ANY e. Except as provided herein, Licensee shall not redistribute the KIND. LICENSEE ASSUMES ALL RISK AS TO THE QUALITY Software activation nregistration number/license AND PERFORMANCE OF THE SAMPLES, PATCHES, AND authorization file(s),developer license file(s),or Web Services HOT FIXES. access codes to third parties. f. Licensee shall not use the Software or Web Services to 6.4 Internet Disclaimer. THE PARTIES EXPRESSLY transfer or exchange any material where such transfer or ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A exchange is prohibited by intellectual property laws or any NETWORK OF PRIVATE AND PUBLIC NETWORKS,AND THAT other applicable laws. (i)THE INTERNET IS NOT A SECURE INFRASTRUCTURE, g. Licensee shall not remove or obscure any Esri or its (a)THE PARTIES HAVE NO CONTROL OVER THE INTERNET, licensor(s) patent, copyright, trademark, or proprietary rights AND (iii)NONE notices contained in or affixed to the Enterprise Software. h. Licensee shall not unbundle individual or component parts of DAMAGES UNDERR ANY THEORY OF LAW RELATED TO THE THE PARTIES SHALL BE LIABLE FOR use. the Software or Data for independent DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE i. Hardcopy Documentation may not t copied. INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE j. Licensee shall not use, transfer, redistribute, or Deploy OPERATION OF THE WEB SERVICE. Enterprise Software outside the United States. ARTICLE 5—TERM AND TERMINATION AND EXPIRATION 6.5 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, ESRI DISCLAIMS ALL OTHER 5.1 Term.The term of the ELA shall be three(3)years from the WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER Effective Date, unless this EIA is terminated earlier as provided EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, herein.The term of all licenses and the authorized period of use WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND for all Enterprise Software Deployed shall be concurrent with the FITNESS FOR A PARTICULAR PURPOSE, term of this ELA. No indefinite or perpetual license grants are NONINTERFERENCE, SYSTEM INTEGRATION, AND provided with this ELA. NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. ESRI DOES NOT WARRANT AND DISCLAIMS THAT THE 5.2 Termination for Lack of Funds. Either party may terminate ENTERPRISE SOFTWARE WILL MEET LICENSEE'S NEEDS; this ELA for Lack of Funds. Lack of Funds is the inability of THAT LICENSEE'S OPERATION OF THE SAME WILL BE Licensee to secure appropriation of funds through the legislative UNINTERRUPTED, ERROR FREE, FAULT TOLERANT, OR or governing body's approval process for annual payments due. FAIL-SAFE;OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. SOFTWARE, DATA, WEB SERVICES, AND 5.3 Termination for a Material Breach. Either party may DOCUMENTATION ARE NOT DESIGNED, MANUFACTURED, terminate this ELA for a material breach by the other party. The OR INTENDED FOR USE IN ENVIRONMENTS OR breaching party shall be given a period of ten(10)days from date APPLICATIONS THAT MAY LEAD TO DEATH, PERSONAL of written notice to cure any material breach. INJURY, OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE. ANY SUCH USE SHALL BE AT LICENSEE'S OWN 5.4 No Use upon Expiration or Termination.Upon expiration or RISK AND COST. termination of this ELA, all Enterprise Software Deployed shall 6.6 Exclusive Remedy. Licensee's exclusive remedy and Esri's terminate.Licensee shall cease access and use of Web Services entire liability for breach of the limited warranties set forth in this and clear Web Services client-side data cache and cease use, Article 6 shall be limited, at Esri's sole discretion, to (i) repair, E214-3 Page 3 of 6 04/04/2011 correction, or a workaround for the Software subject to the Esri entire liability shall then be to indemnify Licensee pursuant to Maintenance Program found at www.esri.com/legal section 8.1 and to refund a portion of the fees paid by Licensee in /maintenance.html or (ii) return of the license fees paid by the current fee payment period.The refund will be calculated for Licensee for the Software or Documentation that does not meet the time remaining for the fee payment period, starting from the Esri's limited warranty, provided that Licensee uninstalls, notice date of infringement to the end of the fee payment period. removes, and destroys all copies of the Software or Documentation and executes and delivers evidence of such 8.3 Esri shall have no obligation to defend Licensee or to pay any actions to Esri. resulting costs, damages, or attorneys' fees for any claims or demands alleging direct or contributory infringement of the ARTICLE 7—LIMITATION OF LIABILITY Software by (i)the combination of or integration with a product, process,or system not supplied by Esri;(ii)material alteration by 7.1 Disclaimer of Certain Types of Liability. ESRI AND ITS anyone other than Esri or contractors acting on behalf of Esri; LICENSOR(S) SHALL NOT BE LIABLE TO LICENSEE FOR use after Licensee has been notified of COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR (m) possible infringement; or(iv)use after modifications are provided or a return is ordered SERVICES; LOST PROFITS; LOST SALES OR BUSINESS by Esri under section 8.2. EXPENDITURES;INVESTMENTS;BUSINESS COMMITMENTS; OR LOSS OF ANY GOODWILL OR FOR ANY INDIRECT, 8.4 In no event shall the indemnification set forth in this Article 8 SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES apply to any Samples provided hereunder. ARISING OUT OF OR RELATED TO THIS ELA OR USE OF THE ENTERPRISE SOFTWARE, HOWEVER CAUSED ON ANY THE FOREGOING STATES THE ENTIRE OBLIGATION OF THEORY OF LIABILITY, WHETHER OR NOT ESRI OR ITS ESRI WITH RESPECT TO INFRINGEMENT OR ALLEGATION LICENSOR(S)HAS BEEN ADVISED OF THE POSSIBILITY OF OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY OF ANY THIRD PARTY. NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ARTICLE 9—GENERAL PROVISIONS 7.2 General Limitation of Liability.EXCEPT AS PROVIDED IN 9.1 Future Versions/Updates.Esri retains the right to add items ARTICLE 8—INFRINGEMENT INDEMNITY, ESRI'S TOTAL to the Small Municipal and County Enterprise program suite.As CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES new Enterprise Software is incorporated into the standard OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED program, it will be offered to Licensee via written notice for TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT incorporation into the Enterprise Software Schedule at no LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, additional charge. New or updated Enterprise Software may OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID require additional or revised terms and conditions. Terms and BY LICENSEE FOR ENTERPRISE SOFTWARE PURSUANT TO conditions subject to revision are limited to Article 1—Definitions, THIS ELA. Article 4—Scope of Use,and Exhibit 1—Scope of Use(E300)or any term as required by law. Esri may provide notice of the 7.3 Applicability of Disclaimers and Limitations. The parties additional terms or revisions to Licensee in writing or by posting agree that Esri has set its fees and entered into this ELA in them on Esri's website at www.esri.com/leoal. The additional reliance upon the disclaimers and limitations set forth herein,that terms or revisions shall be incorporated into this ELA upon use of the same reflect an allocation of risk between the parties,and that the updated or new Enterprise Software. Should Licensee reject the same form an essential basis of the bargain between the the additional terms or revisions,then Licensee shall not install or parties. THESE LIMITATIONS SHALL APPLY use the revised,updated,or new Enterprise Software. NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 9.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, ARTICLE 8--INFRINGEMENT INDEMNITY reexport,transfer,or release the Enterprise Software,in whole or in part, to (i) any US embargoed country (or to a national or 8.1 Esri shall defend,indemnify,and hold harmless Licensee from resident of any US embargoed country);(ii)any person on the US and against any loss, liability, cost, or expense, including Treasury Department's list of Specially Designated Nationals; reasonable attorneys'fees, which may be incurred by Licensee (iii)any person or entity on the US Commerce Department's against any claims,actions,or demands by a third party alleging Denied Persons List, Entity List, or Unverified List; or (iv) any that the Software infringes a US patent, copyright, or trademark person or entity to which such export or reexport violates any US provided export control laws or regulations including,but not limited to,the terms of any export license or license exemption and any a. Licensee promptly notifies Esri in writing of the claim; amendments and supplemental additions to US export laws as b. Licensee provides documents clearly describing the they may occur from time to time. allegations of infringement; c. Esri has sole control of the defense of any actions and 9.3 Taxes and Fees.Sales or use taxes for the fees quoted are negotiations related to the defense or settlement of any as required by law. The tax amount may change depending on claim;and the time elapsed between this quote and date of the invoice.Esri d. Licensee cooperates fully in the defense of the claim. will include applicable sales or use taxes on your invoice unless you provide proof with your order that your organization or use of 8.2 If the Software is found to infringe a US patent, copyright,or the product is tax exempt. trademark,Esri,at its own expense,may either(i)obtain rights for Licensee to continue using the Software or (ii)modify the 9.4 No Implied Waivers.The failure of either party to enforce any allegedly infringing elements of the Software while maintaining provision of this ELA shall not be deemed a waiver of the substantially similar software functionality or data/informational provisions or of the right of such party thereafter to enforce that or content. If neither alternative is commercially reasonable, the any other provision. infringing items shall be returned to Esri, the license shall terminate,and Licensee shall uninstall the infringing items. Esri's E214-3 Page 4 of 6 04/04/2011 9.5 Severability. The parties agree that if any provision of this b. Tier 2 Support Provided by Esri ELA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent (1) Esri shall tog the calls received from Tier 1 Help Desk of the language enforceable. individuals. (2) Esri shall review all information collected by and 9.6 Successor and Assigns. Licensee shall not assign, received from Tier 1 Help Desk individuals including sublicense,or transfer Licensee's rights or delegate its obligations preliminary documented troubleshooting provided by under this ELA without Esd's prior written consent, and any Tier 1 Help Desk when Tier 2 Support is required. attempt to do so without consent shall be void.This ELA shall be (3) Esri may request that Tier 1 Help Desk individuals binding upon the respective successors and assigns of the parties provide verification of information, additional to this ELA. information, or answers to additional questions to supplement any preliminary information gathering or 9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, troubleshooting performed by Tier 1 Help Desk. and 9 of this EIA shall survive the expiration or termination of this (4) Esri shall attempt to resolve the Incidents submitted by ELA. Tier 1 Help Desk by assisting the Tier 1 Help Desk individuals. 9.8 Equitable Relief.The parties agree that any breach of this (5) When the Incident is resolved,Esri shall communicate ELA may cause irreparable damage and that,in the event of such the information to the Tier 1 Help Desk individuals, breach, in addition to any and all remedies at law, a party shall and the Tier 1 Help Desk shall disseminate the have the right to seek an injunction,specific performance,or other resolution to the user. equitable relief in any court of competent jurisdiction. Esri may, at Esri's sole discretion, make patches, hot 9.9 Governing Law. This ELA shall be governed by and fixes, or updates available for downloading from Esri's construed in accordance with the laws of the state in which website. Licensee is located without reference to conflict of laws principles, c. No Software other than the defined Enterprise Software except that US federal law shall govern in matters of intellectual will be provided maintenance under this ELA. Licensee property may acquire maintenance for other Software (non- ARTICLE 10—ELA MAINTENANCE Enterprise Software)outside of this ELA. ARTICLE 11—ORDERING, ADMINISTRATIVE PROCEDURES, ELA Maintenance for Enterprise Software provided under this DELIVERY,AND DEPLOYMENT ELA is included with the ELA Fee. ELA Maintenance includes standard maintenance benefits specified in the most current 11.1 Purchase Orders,Delivery,and Deployment applicable Esri US Software Maintenance Program document (found at www.esri.comAeaal)as modified by this Article 10—ELA a. Licensee shall issue a Purchase Order upon execution of the Maintenance. ELA Maintenance does not include Technical ELA and annually thereafter in accordance with the ELA Support for Web Services. Quotation. Payment shall be due and payable within a. Tier 1 Support Provided by Licensee thirty(30)days of the anniversary date of the Effective Date, with the initial payment due within thirty(30)days of execution (1) Licensee shall provide Tier 1 Support through the of the ELA.Esri's Federal ID Number is 95-2775-732. Tier 1 Help Desk to all Licensee's authorized users. b. Upon receipt of the initial Purchase Order from Licensee,Esri (2) The Tier 1 Help Desk will use analysts fully trained in shall authorize download of the Enterprise Software to the Software they are supporting. Licensee for its Deployment activities. If requested, Esri will (3)At a minimum, Tier 1 Support will include those ship backup media to the ship-to address identified on the activities that assist the user in resolving how-to and Purchase Order, FOB Destination, with shipping charges operational questions as well as questions on prepaid. For those entities that avoid sales tax by installation and troubleshooting procedures. downloading deliverables, request for delivery or receipt of (4) Tier 1 Support analysts will be the initial points of tangible media may cause license fees to be subject to taxes. contact for all questions and Incidents.Tier 1 Support Licensee acknowledges that should such taxes become due, analysts shall obtain a full description of each reported Esri has a right to invoice and Licensee agrees to pay any Incident and the system configuration from the user. such sales or use tax associated with its receipt of tangible This may include obtaining any customizations, code media. samples,or data involved in the Incident.The analyst c. Esri shall provide registration numbers or keycodes, as may also use any other information and databases applicable, to activate the nondestructive copy protection that may be developed to satisfactorily resolve program that enables the Enterprise Software to operate. Incidents. d. Licensee shall Deploy, install, configure, and track the (5) If the Tier 1 Help Desk cannot resolve the Incident,an Deployment status of the Enterprise Software. authorized Tier 1 Help Desk individual may contact Esri Tier 2 Support. The Tier 1 Help Desk shall 11.2 Purchase Order Requirements provide support in such a way as to minimize repeat calls and make solutions to problems available to a. All orders pertaining to this ELA shall be processed through Licensee. Licensee's centralized point of contact. (6) Tier 1 Help Desk individuals identified by Licensee are b. The following information shall be included in each Purchase the only individuals(callers)authorized to contact Esri Order: directly for Tier 2 Support. Licensee may revise named individuals by written notice. (1) Licensee name;Esri customer number,if known;and bill- to and ship-to addresses (2) Purchase Order number (3) Applicable annual payment due E214-3 Page 5 of 6 04/04/2011 (4) On the face page of its Purchase Order (or ordering document), Licensee shall insert a reference to the ELA and the following statement: "THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND CONDITIONS OF THE ESRI SMALL MUNICIPAL AND COUNTY ELA,AND ADDITIONAL TERMS AND CONDITIONS IN THE PURCHASE ORDER WILL NOT APPLY." ARTICLE 12—ENDORSEMENT AND PUBLICITY This ELA shall not be construed or interpreted as an exclusive dealings agreement or an endorsement of Esri by Licensee. Licensee agrees that upon execution of the ELA, Esri may publicize the existence of this ELA. 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. Esri's Product Life Cycle Support Policy, available at helo.arcais.com/en/shared/Product-life- cycie/ProductLifeCycle.odf, defines the support phases and overall support plans. ELA Maintenance shall be subject to the individual Product Life Cycle Support Status,which can be found at htt�J/resources.arcais.com/contenUoroduct-life-cycles. 13.3 Renewal. Upon expiration of this ELA, the parties will evaluate Licensee's requirements. Any follow-on ELA will be offered in accordance with license terms and condition and pricing then in effect and based on Licensee's then current population count. ARTICLE 14—OPTIONAL ITEMS If training courses identified in the ELA Quotation are acquired, they will be subject to the terms found in Exhibit 2—Training Addendum. In the event Licensee orders training courses, the terms and conditions of the Training Addendum will take precedence over the provision of the ELA with respect to the training courses. E214-3 Page 6 of 6 04/04/2011 EXHIBIT 1 omesrr SCOPE OF USE (E300 09/29/2011) Esri,380 New York St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-7935953 The scope of use for the Software,Data,and Web Services identified below is described in the applicable footnotes identified in parentheses. Software ■ Esri Business Analyst Server ■ ArcExplorer-Java and Windows Editions(20 and 25) -Workgroup(either 3,4,or 5 and 8,9,21,25,28,29,31,33, ■ ArcGIS API for iOS,Windows Phone,or Android(1,16,25,and 39,40,45,and 48) 33) -Enterprise(either 3,4,or 5 and 8,9,21,25,27,31,33,39,40, • ArcGIS Desktop 45,and 48) -ArcInfo(either 1 or 2 and 25,26,33,44,and 45) ■ Esri Business Analyst Server(Canadian Edition)(either 3,4,or 5 -ArcEditor(either 1 or 2 and 25,26,33,44,and 45) and 8,9,21,25,27,31,33,36,39,40,45,and 48) -ArcView(either 1 or 2 and 25,33,44,and 45) ■ Esri Business Analyst Server Developer(3,6,25,33,35,and 51) ■ ArcGIS Desktop Extensions(7) ■ Esri Business Analyst Server Developer(Canadian Edition)(3,6, ■ ArcGIS Engine Developer Kit and Extensions(1,14, 15,22,25, 25,33,35,36,and 51) 26,and 43) ■ Esri CityEngine(either 1 or 2 and 44) ■ ArcGIS Engine Runtime and Extensions(either 1 or 2 and 15,22, ■ Esri Defense Mapping(either 1 or 2) 25,26,and 33) • Esri Developer Network(EDN)Software,Web Services,and ■ ArcGIS Explorer(20,25,and 33) Data(6,7,24,25,26,33,34,and 35) • ArcGIS for AutoCAD(1,20,and 25) • Esri File Geodatabase API(47) • ArcGIS for iOS(1,25,and 33) • Esri Nautical Solution(either 1 or 2) ■ ArcGIS Mobile Deployments(1,15,16,25,33,and 54) ■ Esri Production Mapping(either I or 2) ■ ArcGIS Runtime(1,15,18,33,35,and 59) • Geoportal Clients for ArcGIS(7,20,and 52) ■ ArcGIS Runtime SDK(1,15,18,33,35,and 60) • Maplt(11,25,31,33,35,49,and 50) ■ ArcGIS Server ■ MapObjects-Java Edition(1,5,8,15,18,and 19) -Workgroup(either 3 or 5 and 8,9,25,28,29,30,32,33,38, • MapObjects LT(1,14,and 16) 39,40,and 45;if licensed as a Term License,6 will also apply) • MapObjects-Windows Edition(1,14,15,16,and 18) -Enterprise(either 3,4,or 5 and 8,9,25,27,31,33,38,39,40, ■ MOLE(1) and 45;if licensed as a Term License,6 will also apply) ■ NetEngine Internet(5) > Cloud Bundle(6 and 33) ■ Portal for ArcGIS(5,6,31,33,61,62,and 63) ■ ArcGIS Server Extensions ■ Tracking Server(either 4 or 5 and 31) -ArcGIS for INSPIRE(7,8,33,and 35) Web Services -ArcGIS Server Geoportal Extension(either 3,4,or 5 and 7 and ■ ArcGIS Online Services(6,25,33,34,and 35) 52) • Esri Business Analyst Online(6,25,33,48,56,57,and 58) -ArcGIS Server Image Extension(7,8,and 42) ■ Esri Business Analyst Online Mobile(1,6,25,33,48,56,57,and -ArcGIS Server Image Extension Service Editor(1) 58) -Other Extensions(7) ■ Esri Community Analyst(6,25,33,48,56,57,and 58) ■ ArcGIS Web Mapping(including SharePoint,JavaScript,Adobe ■ Esri MapStudio(6,25,33,34,35,and 56) Flex,Microsoft Silver]ight/WPF,SOAP,and REST)(6,33,and ■ Esri Redistricting Online(6,25,33,34,and 35) 35) ■ ArcIMS Data - ArcIMS and Extensions(either 3,4,or 5 and 8, 10,31,and ■ Data with ArcGIS Data Appliance(6,23,25,and 41) 45) ■ Esri Address Coder(either 1,2,or 5 and 21,22,25,and 48) ■ ArcLogistics • Esri Business Analyst(Canadian Edition)Data(either 1 or 2 and -Desktop(1 and 25) 6,21,25,33,36,45,and 48) -Using ArcGIS Online(6,20,25,34,35,and 46) • Esri Business Analyst Data(either 1 or 2 and 21,25,33,45,and 48) -Using ArcGIS Server(6,20,25,34,35,and 46) ■ Esri Business Analyst Server(Canadian Edition)Data(either 3, -Navigator(I and 46) 4,or 5 and 21,25,33,36,45,and 48) ■ ArcPad(1,12,13,25,and 33) ■ Esri Business Analyst Server Data(either 3,4,or 5 and 21,25, ■ ArcReader(20,25,33,and 45) 33,45,and 48) ■ ArcView 3.x and Extensions(1,7,and 17) ■ Esri Data&Maps(either 1,2,3,4,or 5 and 23 and 37) ■ Esri Aeronautical Solution(either 1 or 2) ■ Esri Data(either 1,2,or 5 and 25 and 48) ■ Esri Business Analyst(Canadian Edition)(either 1 or 2 and 6,25, -Demographic,Consumer Spending,Market Potential,Retail 33,36,45,and 48) MarketPlace,Business,Traffic,Shopping Center,Cable ■ Esri Business Analyst(either 1 or 2 and 25,33,45,and 48) Boundaries,Banking,and Crime ■ Esri Business Analyst Online API for Adobe Flex,Microsoft ■ Sourcebook-America(1 and 21) Silverlight,SOAP,and REST(6,16,25,33,35,55,and 56) ■ StreetMap Premium(either 1,2,4,or 5 and 6 and 25) ■ Tapestry Segmentation(either 1,2,or 5 and 21 and 48) E300 Pagel of 4 09/29/2011 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 as long as only one(1)copy of the Software,Data,and Documentation is in use at any one(1)time.No other end user may use the Software,Data,or Documentation under the same license at the same time for any other purpose. 2. "Concurrent Use License."Licensee may install and use the Software,Data,and Documentation on computer(s)on a network, but the number of simultaneous users may not exceed the number of licenses acquired.No other end user may use the Software,Data,or Documentation under the same license at the same time for any other purpose. 3. "Development Server License."Licensee may install and use the Software on a single computer to design and build applications that interface with or utilize server Software as described in the Documentation. 4. "Staging Server License."In addition to the Development Server License rights,Licensee may use and install the Software for the following purposes:user acceptance testing,performance testing,load testing of other third-party software,staging new commercial data updates,and training activities. 5. "Deployment Server License."In addition to the Staging Server License rights,Licensee may install and use the Software or Data to provide services to multiple users on the same or other computer(s). 6. "Term License."License is provided for use for a limited time period or on a subscription or transaction basis. 7. Extensions to Software programs follow the same scope of use as that granted for the corresponding Software programs. 8. The administration tools for the Software may be copied and redistributed throughout Licensee's organization. 9. User-developed ArcGIS Server administration tools may be copied throughout Licensee's organization,but the ArcCatalog application(found in ArcGIS Desktop)may not be copied. 10. The 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. Licensee may install and use the Software to provide services to multiple users on the same or other computer(s).The Software is licensed per server.The licensed server is the server on which Licensee installs the Spatial Data Service. 12. Software is only licensed for navigational use when used in conjunction with ArcLogistics. 13. "Dual Use License"means the Software may be installed on a desktop computer and used simultaneously with either a personal digital assistant(PDA)or handheld mobile computer as long as the Software is only used by a single individual at any one(1)time. 14. Developers must include the following attribution with any deployed MapObjects application:"Portions of this computer program are owned by LizardTech,Inc.,and are Copyright©1995-2002 LizardTech,Inc.,and/or the University of California. All rights reserved.US Patent No.5,710,835." 15. Deployment licenses for desktop or Internet application(s)may be subject to payment of additional license fees. 16. Licensee may deliver applications to its sublicensee(s)provided Licensee uses a written sublicense agreement that protects Esri's rights in its Software,Data,Web Services,and Documentation to the same extent as the Esri License Agreement including,but not limited to,the following terms: a. Sublicensee may not reverse engineer,decompile,or disassemble the Esri Software,Data,Web Services,or Documentation,except to the extent permitted by applicable law;copy for commercial use;transfer;or assign its rights under the license grant; b. Sublicensee may not use any Esri Software,Data,Web Services,or Documentation,in whole or in part,separate from Licensee's executable application;and c. Third-party dependent or required components are redistributable subject to permission from the owner or author. d. Applications may be subject to deployment fees owed to Esri.Licensee shall contact its distributor for details. 17. Licensee may use Business Objects Crystal Reports software only with the ArcView 3.x Software with which it was acquired and subject to the Crystal Reports License Agreement available on the media.Licensee may not use a software program or system to cache or queue report requests. 18. The deployment license is per application per computer. 19. 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 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 Tapestry Segmentation system. E300 Page 2 of 4 09/29/2011 22. (a)ArcGIS Engine Runtime licenses shall not be used for Internet and server development and deployment;(b)an end user must license either ArcGIS Engine Runtime Software or other ArcGIS Desktop Software(ArcView,ArcEditor,or ArcInfo)to obtain the right to run an ArcGIS Engine application on one(1)computer,and(c)the ArcGIS Engine Runtime extensions shall not be used in combination with ArcGIS Desktop Software to run ArcGIS Engine applications.A single user can have multiple applications installed on one(1)computer for use only by that end user. 23. Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at hap://www.esri.com/lele! in the Help system,or in supporting metadata files,subject to the specific attribution descriptions and requirements for the dataset accessed. 24. EDN Software,Web Services,and Data may only be used by one(1)named developer per subscription solely for the purposes of research,development,testing,and demonstration of a prototype application.EDN server Software and Data may be installed on multiple computers for use by any named EDN developer. 25. Use of included third-party owned data shall be subject to the Use of Data Restrictions found at http://www.esri.com/legal/for the specific Data accessed.The Use of Data Restrictions may be modified by Esri from time to time.If a modification is unacceptable to Licensee,Licensee may cancel a subscription upon written notice to Esri,or discontinue use of the Data or Web Services,as applicable.If Licensee continues to use the Data or Web Services,Licensee will be deemed to have accepted the modification. 26. An ArcSDE Personal Edition geodatabase is restricted to ten(10)gigabytes of Licensee data. 27. ArcGIS Server Web ADF Runtime Software may not be deployed independent of Licensee's ArcGIS Server Enterprise configuration. 28. Use is limited to ten(10)concurrent end users of applications other than ArcGIS Server applications.This restriction includes use of ArcGIS Desktop Software,ArcGIS Engine Software,and third-party applications that connect directly to any ArcGIS Server geodatabase.There are no limitations on the number of connections from web applications. 29. Software can only be used with SQL Server 2005/2008 Express. 30. Use is restricted to a maximum of ten(10)gigabytes of Licensee data. 31. Redundant Software installation(s)for failover operations is allowed but can only be operational during the period the primary site is nonoperational.The redundant Software 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. Licensee's access to and use of Cloud Bundle,ArcGIS Web Mapping,ArcGIS Online Services,Business Analyst Online, Business Analyst Online API,or Microsoft Bing Maps is conditioned upon Licensee's acceptance of the Esri Web Services and API Terms of Use,the Business Analyst Online Web Subscription Terms and Conditions the Terms of Use for Bing Mans Services,and any other terms and conditions applicable thereto or to any third-party data being accessed through them,found at htti)://www.esri.com/legal. 34. Licensee's organization is limited to the number of specified credits,transactions,geography,or number of users as described in the online product description. 35. Licensed end users shall not share the client-side data cache derived from ArcGIS Online Services with other licensed end users or third parties. 36. Licensee's use of Esri Business Analyst(Canadian Edition)Data is subject to the Use of Data Restrictions specific to Esri Business Analyst(Canadian Edition)Data. 37. Data provided with StreetMap USA may be used for mapping,geocoding,and routing purposes but is not licensed for dynamic routing purposes.For instance,StreetMap USA may not be used to alert a user about upcoming maneuvers(such as warning of an upcoming turn)or to calculate an alternate route if a turn is missed. 38. The ArcGIS Server 3D extension included with ArcGIS Server Standard(Workgroup or Enterprise)may only be used for generating globe data cache(s)or publishing a globe document as an ArcGIS Globe Service.No other use of the ArcGIS Server 3D extension Software is permitted with ArcGIS Server Standard. 39. Any editing functionality included with ArcGIS Server is not permitted for use with ArcGIS Server Basic(Workgroup or Enterprise). 40. Geospatial Enterprise JavaBeans(EJB)provided with ArcGIS Server(Workgroup or Enterprise)is permitted for use only with ArcGIS Server Advanced. 41. Licensee may only use Data from a single state with the Single State version of ArcGIS Data Appliance.This restriction applies to a large-scale(i.e.,scale levels below 1:100,000)street map,transportation layer,boundaries and places layer,and one(1)-meter or better resolution imagery included in the USA Collection.This restriction does not apply to the small-scale (i.e.,scale levels above 1:100,000)maps provided in the World Collection,which are intended for display at global and regional scales. 42. Licensee has the right to one(1)desktop deployment of the ArcGIS Server Image extension Service Definition Editor for every four(4)cores of ArcGIS Server Image extension that are licensed. 43. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users with or without the ArcGIS Engine Runtime Software. E300 Page 3 of 4 09/292011 44. For any operating system environment in which Licensee runs instances of the Concurrent Use License management software, Licensee may run up to the same number of passive failover instances of the Concurrent Use License management software in a separate operating system environment for temporary failover support. 45. Data licensed with Esri Business Analyst and Esri Business Analyst Server is restricted for use only in conjunction with the respective Business Analyst extension. 46. Licensee should not follow any route suggestions that appear to be hazardous,unsafe,or illegal.Licensee assumes all risk of using this navigation Software. 47. Licensee may develop and distribute software or web applications that use the Esri File Geodatabase API to Licensee's end users. 48. Licensee may include reports and maps created from the Software or Data in hard-copy or read-only format for presentation packages or marketing studies for subsidiaries and customers.The total content of the Esri reports and maps must be less than twenty percent(20%)of Licensee's total content of the presentation package or marketing study.Full,complete,stand-alone reports or maps created from the Software or Data and not part of a presentation package or marketing study cannot be resold, sublicensed,or otherwise transferred without prior written permission of Esri.Licensee's third-party customer may only receive reports and maps generated by Licensee and may only use the maps and reports received from Licensee for internal purposes. In no case shall Licensee redistribute the Data in digital formats. 49. Esri Maplt Silverlight Web or WPF applications may not be deployed independent of Licensee's MapIt deployment configuration. 50. Licensee has the right to one(1)desktop deployment of Spatial Data Assistant for each Esri MapIt server license. 51. Esri Business Analyst Server Developer and Data may only be installed on one(1)server per license solely for the purposes of research,development,testing,and demonstration of a prototype application. 52. Source code is the intellectual property of Esri.Licensee shall treat any source code file identified as"Software"in a README file or at httn://www.esri.com/legal/as a trade secret for Licensee's own internal use only and not for further redistribution or access by unlicensed third parties.Licensee shall not modify the Software,Documentation,Data,or source code to incorporate, embed,link,or otherwise include any code,libraries,or data licensed or distributed under an open source licensing or distribution models similar to Free Software Foundation's GNU General Public License(GPL)or GPL-compliant licenses, including,without limitation,the Artistic License(e.g.,Perl),the Mozilla Public License,the Netscape Public License,and the Sun Community or Industry Standards License,that could require a user to make its proprietary source code available to a requesting third party. 53. Reserved. 54. ArcGIS Mobile is licensed for use with ArcGIS Server Advanced(Enterprise or Workgroup)and ArcGIS Desktop(ArcInfo, ArcEditor,ArcView,and ArcGIS Engine applications). 55. Licensee may develop software or web applications that use the Business Analyst Online API to access,query,create,display, and redistribute Reports and resulting static,electronic maps to end user(s)of Licensee's software or web applications.End user(s)of Licensee's software or web applications may use the Reports and maps for internal purposes only and not for further redistribution."Report"means any formatted output created by the Business Analyst Online API,which includes PDF,CSV, Excel,HTML,and XML formats.Licensee shall not redistribute any Data in vector formats. 56. For Reports or maps displayed or posted to an external website,or Reports or maps created for Licensee's end user(s),Licensee shall affix an attribution notice to Licensee's online and/or hard-copy output that acknowledges Esri's and its third-party data supplier's intellectual property.These notices are found in the PDF or export image format of each individual Report or image, or as follows:"Source[Esri,Supplier]"or Copyright C[year(s)][Esri,Supplier].All rights reserved." 57. Licensee may only display or post any combination of 100 Business Analyst Online or Community Analyst Reports and maps on its external websites. 58. Licensee shall order a separate Business Analyst Online or Community Analyst subscription for each person who uses Business Analyst Online or Community Analyst and shall provide output from the Business Analyst Online or Community Analyst subscription only to the e-mail of the individual subscriber. 59. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users with or without the ArcGIS Runtime Software up to the number of deployment licenses that have been purchased. 60. (a)ArcGIS Runtime licenses shall not be used for Internet and server development and deployment;(b)an end user must purchase a software application that includes an ArcGIS Runtime license to obtain the right to run an ArcGIS Runtime application on one(1)computer.A single user may have multiple ArcGIS Runtime licensed applications installed on one(1)computer that utilize a single ArcGIS Runtime. 61. Oracle is a third-party beneficiary of Esri's rights under the Esri License Agreement with respect to the Software but is not a party hereto and assumes no obligations hereunder. 62. Esri and its Licensors reserve the right to conduct an audit of Licensee's use of the Software.Licensee will provide reasonable assistance and access to information regarding Licensee's use of the Software.Audit results may be reported to Esri's Licensors.Fees for over-deployment or excess usage are payable within thirty(30)days of the invoice date. 63. Licensee may not publish the results of benchmark tests run on the Software without the prior written permission of Esri and its Licensors. E300 Page 4 of 4 09/29/2011 ler■ EXHIBIT 2 TRAINING ADDENDUM (E207SET 3111) Esri,380 New York St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953 ■ Licensee is responsible for all Student travel arrangements. Esri assumes no responsibility for losses from nonrefundable ARTICLE 1—TRAINING DESCRIPTION travel arrangements resulting from denial of a Student's participation due to US government export regulation Esri offers instructor-led training related to the use of its requirements,course scheduling changes,or cancellations. proprietary GIS software. Esri will provide to Licensee a fixed ' Licensee must provide written notice to Esri's Customer number of training days to use for Instructor-Led Training, as Service at serviceCa�esri.com of any cancellation, defined in this Small Enterprise Training Package, if purchased. rescheduling, or Student substitution requirements and Instructor-Led Training events occur at an Esri Learning Center or receive confirmation of these change(s)prior to the class start via the web in a cloud environment. The Esri software training date. course(s) to be conducted, location, schedule dates, and ' Licensee is responsible to ensure that it adheres to the registration requirements are set forth in the Esri Training catalog course, facility, and equipment requirements for Esri training located on Esri's Training website (httD://trainino.esri.com). All as found at htto://train ing.esri.com/oatewav/ courses are conducted in substantial conformity with course index.cfm?fa=trainingODtions-gateway. descriptions outlined on the Esri Training website. Esri reserves ' Students may not use audio and/or video recording the right to modify course content when necessary due to equipment within the classroom without prior written approval software technical capabilities or limitations. from Esri. Esri reserves the right to record a classroom training event for future rebroadcast. ARTICLE 2—ESRI'S RESPONSIBILITIES ARTICLE 4—CANCELLATION AND RESCHEDULING POLICY ■ Esri will provide an instructor qualified to conduct the When a Student's place in class is filled by another person course(s)as well as all necessary training materials sufficient from the same organization,a Student substitution is allowed for the number of registered participants (hereinafter at no lost provided Esri's Customer Service department is Student(s)")on the scheduled dates. Esri will provide each notified three 3 business da Student with a course manual where applicable. ( ) days in advance of the dans start ■ Esri will confirm Learning Center training class scheduled date.Should s Student substitution additional without three(3) dates approximately ten 10 business da business days'notification,an additional nonrefundable PP Y ( ) days prior to the Gass start date. transfer and data processing fee may be assessed. ■ A Student may transfer from one(1)scheduled Esri Learning ARTICLE 3—LICENSEE'S RESPONSIBILITIES Center class to another one(1)time at no additional charge provided Esri's Customer Service department is notified ■ Licensee must ensure the protection of Esri's copyrights. three(3)business days in advance of the class start date. Licensee shall neither co or distribute nor Subsequent transfers or transfers that occur without three 3 PY permit a third business da ( ) party to copy or distribute any of Esri's training material(s) days'notification may incur a transfer fee. unless otherwise required by law. • Students may cancel their enrollment in a class provided ■ Licensee must not resell seat(s) to an Esri training class Esri's Customer Service department is notified unless explicitly authorized in writing by Esri. three(3)business days in advance.If three(3)business days' ■ Licensee must confirm that all registered Students meet the notification is not provided,Students may be charged the full minimum prerequisites for the applicable class set forth on Student Seat fee. Esri's Training website. ■ Licensee must ensure that all Students have received If Esri is unable to conduct the training on the scheduled date, confirmation from Esri to participate in an Esri training event. Esri will notify Licensee at least three (3) business days before Unregistered Students are not permitted to view or participate the scheduled date. in a Virtual Classroom training event.Esri reserves the right to If cancellation of a training event is necessary due to Force disconnect any Student who permits access to unregistered Students. Majeure, the affected party is released in full from the three(3} ■ Licensee must submit registrations with a confirmed payment business-day notification.The affected party will either reschedule commitment at least seven(7)business days before the class the training or cancel the order without that affected party start date. If Licensee submits a registration without a incurring any liability. confirmed payment,Esri will not confine the seat reservation. The reservation will be added tthe waiting list pending ARTICLE 5—UNIQUE TERMS FOR THE SMALL ENTERPRISE payment confirmation and subject t to availability. ■ US government export control laws and regulations prohibit TRAINING PACKAGE US persons from engaging in transactions with certain denied persons found on various US Government Denied Persons To order training, Licensee must include training in the lists (e.g., US Department of the Treasury's Specially Purchase Order for the ELA or provide a Purchase Order as Designated Nationals List, US Commerce Department's required and specified within the ELA that matches the Esri Denied Persons/Entity List, etc.). To meet these export quotation. requirements,Licensee must submit to Esri Customer Service Where Licensee submits additional Purchase Orders to a list of the names of Students that are to attend any training purchase training days for additional year(s), any unused class. Any Student that is found on any of the various US training days will automatically roll over. Government Denied Persons lists will not be permitted to A Purchase Order is required annually for each three(3}year attend training. term. Failure to submit annual Purchase Orders will result in the forfeit of unused training days. E207SET Page 1 of 2 03/25/2011 ■ Licensee must assign an individual within its organization to the role of Training Administrator to serve as liaison between Licensee's organization and Esri as well as intemally manage and authorize allocated training days. ■ The training days are available for a period of twelve (12) months, commencing on the purchase Effective Date, and ending when all training days are consumed, whichever is sooner. ■ Esri will invoice for outstanding training expenses where applicable. ■ Training days are not transferable and not refundable for any other Esri products or services. ARTICLE 6—RESERVATION OF OWNERSHIP AND GRANT OF LICENSE Except as specifically granted in this Agreement, Esri and/or its licensors own and retain all right, title, and interest in software, data,documentation,and training materials. ARTICLE 7—WARRANTY 7.1 Esri will provide training in a manner consistent with the technical and professional standards of the industry. 7.2 Disclaimer of Warranties.WITH THE EXCEPTION OF THE LIMITED WARRANTY SET FORTH IN THIS ARTICLE, ESRI DISCLAIMS, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE, AND NONINFRINGEMENT, AS WELL AS ANY WARRANTIES THAT THE TRAINING IS ERROR FREE. ARTICLE B—LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY EXCEPT FOR INDEMNITY ASSOCIATED WITH CLIENT SITE TRAINING, IN NO EVENT SHALL ESRI BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR TRAINING; LOST PROFITS; LOST SALES; BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF, OR RELATED TO, THIS AGREEMENT, HOWEVER CAUSED OR UNDER ANY THEORY OF LIABILITY, EVEN IF ESRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ESRI'S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND,SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE PORTION OF THE TRAINING UNDER THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ARTICLE 9—UCC INAPPLICABILITY Training provided under this Agreement will not be governed by the Uniform Commercial Code (UCC) and will not be deemed "goods"within the definition of the UCC. E207SET Page 2 of 2 03/25/2011 • esri* October 10,2011 Mr./Ms.Chris Collier CITY OF ROUND ROCK 301 W BAGDAD STE 210 ROUND ROCK,TX 78664 Dear Chris, The Esri Small Municipal and County Government Enterprise License Agreement(ELA)is a three-year agreement that will grant your organization access to Esri®term license software 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 following business terms and conditions will apply: ■ All current departments,employees,and in-house contractors of the organization will be eligible to use the software and services included in the ELA. ■ If your organization wishes to acquire and/or maintain any Esri software during the term of the agreement that is not included in the ELA,it may do so separately at the Esri pricing that is generally available for your organization for software and maintenance. ■ This ELA contains a limited number of Bing Maps transactions per standard Esri list pricing. ■ The organization will establish a single point of contact for orders and deliveries and will be responsible for redistribution to eligible users. ■ The organization will establish a Tier 1 support center to field calls from internal users of Esri software.The organization may designate individuals as specified in the ELA who may directly contact Esri for Tier 2 technical support. ■ The organization will provide an annual report of installed Esri software to Esri. 380 New York Street 909 793 2853 Redlands,California 92373-8100 usn infooesrixom esri coin ■ Esri software and updates that the organization is licensed to use will be automatically available for downloading. ■ The organization will act as an Esri reference site and will permit Esri to publicize its use of Esri software and services. ■ The fee and benefits offered in this ELA proposal are contingent upon your acceptance of Esri's Small Municipal and County Government ELA terms and conditions. • Licenses are valid for the term of the ELA. This program offer is valid for 90 days.To complete the agreement within this time frame,please contact me within the next seven days to work through any questions or concerns you may have. To expedite your acceptance of this ELA offer: 1. Sign and return the signature page of the ELA with 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 GOVERNED BY THE TERMS AND CONDITIONS OF THE ESRI SMALL MUNICIPAL AND COUNTY GOVERNMENT ELA,AND ADDITIONAL TERMS AND CONDITIONS IN THIS PURCHASE ORDER WILL NOT APPLY." Have it signed by an authorized representative of the organization. 2. On the first page of the ELA,identify the central point of contact/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,email or fax noted below: Esri e-mail:service@esri.com Attn:Customer Service SG-ELA fax documents to:909-307-3083 380 New York Street Redlands,CA 92373-8100 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, Larry Ambriz Small Government ELA 2 • eyrie Quotation # 20386123 Date: May 7,2011 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE,INC. Customer#9643 Contract# 227 North Loop 1604 East, Ste 100 San Antonio,TX 78232-1260 CITY OF ROUND ROCK Phone: (210)499-1044 Fax: (210)499-4112 PLANNING DEPT DUNS Number: 06-313-4175 CAGE Code: OAMS3 301 W BAGDAD STE 210 To expedite your order,please attach a copy of ROUND ROCK,TX 78664 this quotation to your purchase order. ATTENTION: Chris Collier Quote is valid from:05/07/2011 To: 11/03/2011 PHONE: (512)218-5423 FAX: Material Qty Description Unit Price Total 110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise 50,000.00 50,000.00 License Agreement-Year One 110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise 50,000.00 50,000.00 License Agreement-Year Two 110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise 50,000.00 50,000.00 License Agreement-Year Three 115573 1 ArcPad Populations of 50,001 to 100,000 Small Government Enterprise 1,000.00 1,000.00 License Agreement-Year One 115573 1 ArcPad Populations of 50,001 to 100,000 Small Government Enterprise 1,000.00 1,000.00 License Agreement-Year Two 115573 1 ArcPad Populations of 50,001 to 100,000 Small Government Enterprise 1,000.00 1,000.00 License Agreement-Year Three Item Total: 153,000.00 Subtotal: 153,000.00 Sales Tax: 0.00 Estimated Shipping&Handling(2 Day Delivery): 0.00 Contract Pricing Adjust: 0.00 Total: $153,000.00 Please indicate on your purchase order if this purchase is funded through the American Recovery and Reinvestment Act,and whether Fsn is a Prime Recipient,Sub-recipient,or Vendor for reporting purposes. For questions contact: Larry Ambriz Email: lambriznta esri.com Phone: (210)499-1044 x8827 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 AMBRIZL This offer is limited to the terms and conditions incorporated and attached herein. Oesrie Quotation # 20386123 Date: May 7,2011 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE,INC. Customer#9643 Contract# 227 North Loop 1604 East, Ste 100 San Antonio,TX 78232-1260 CITY OF ROUND ROCK Phone: (210)499-1044 Fax: (210)499-4112 PLANNING DEPT DUNS Number: 06-313-4175 CAGE Code: OAMS3 301 W BAGDAD STE 210 To expedite your order,please attach a copy of ROUND ROCK,TX 78664 this quotation to your purchase order. ATTENTION: Chris Collier Quote is valid from:05/0712011 To: 1110312011 PHONE: (512)218-5423 FAX: BY SIGNING BELOW YOU ARE INDICATING THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION. DO NOT USE THIS FORM FOR ORDER ACTIVATION IF YOUR ORGANIZATION WILL NOT HONOR AND PAY AN INVOICE THAT HAS BEEN ISSUED AT YOUR DIRECTION WITHOUT ADDITIONAL AUTHORIZING PAPERWORK. If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to indicate your acceptance,you must fax Esri the signed quote in its entirety in order for the quote to be accepted.You will be contacted by your Customer Service Representative if additional Information is required to complete your request. If your organization is a US Federal,state,or local government agency;an educational facility;or a company that will not pay an invoice without having issued a formal purchase order,a signed quotation will not be accepted unless It Is accompanied by your purchase order. If you choose to discontinue your maintenance,you will become ineligible for maintenance benefits and services.All maintenance fees from the date of discontinuation will be due and payable if you decide to reactivate your maintenance coverage at a later date. This quotation is subject to the terms set forth herein and the terms of your agreement with Earl,if any,or as otherwise provided by Esri's standard terms and conditions at www.esri.com/legal,which are Incorporated by reference.Federal Government entities and prime contractors buying under GSA pricingiterms are subject to Earl's Federal Supply Schedule GS-36F-6086H. Acceptance is limited to terms of this quotation.Earl objects to and expressly rejects any different or additional terms contained in any purchase order,offer or confirmation sent or to be sent by buyer.All terms of this quotation as referenced above shall be incorporated Into and are part of any further or additional agreement regarding Esri's software data,web services,training,services and maintenance. In order to expedite processing,please reference the quotation number and any/all applicable Earl contract number(s)(e.g.MPA,ELA,SmartBuy,GSA, BPA)on your ordering document. 'C )J� By signing below,you are authorizing Esri A�to issue an invoice for the items Included in the above quote In the amount of: i[lam plus sales taxes If applicable. (Note:Shipping costs are subject to change.) "--TT"" Please check one of the following: _I agree to pay any applicable sales tax. `!I am to tpt,please ontact me i xempt information is not currently on file with Esri. y-& 12.14J. I Si lure of Authorized Representative Date y (Please Print) Title The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection 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(Esn). Any estimated sales and/or use tax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes.Esn 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. Please indicate on your purchase order if this purchase is funded through the American Recovery and Reinvestment Act,and whether Esri is a Prime Recipient,Sub-recipient,or Vendor for reporting purposes. For questions contact: Larry Ambriz Email: IambrizCilesri.com Phone: (210)499-1044 x8827 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 AMBRIZL This offer is limited to the terms and conditions incorporated and attached herein.