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Home My WebLink About33-02 RESOLUTIONRESOLUTION NO. 33-02 A RESOLUTION APPROVING THE ANNUAL STANDARD SOFTWARE MAINTENANCE AGREEMENT IN THE AMOUNT OF TWENTY-TWO THOUSAND SIX HUNDRED NINETY-SEVEN DOLLARS AND NINETY CENTS ($22,697.90) WITH ESRI, INC. FOR GEOGRAPHIC INFORMATION SYSTEM (GIS) SOFTWARE MAINTENANCE AND UPGRADES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council hereby approves the Annual Standard Software Maintenance Agreement in the amount of Twenty -Two Thousand Six Hundred Ninety -Seven Dollars and Ninety Cents ($22,697.90) with ESRI, Inc. for Geographic Information System (GIS) software maintenance and upgrades. Section 2. That the City Council hereby authorizes the Mayor or his duly authorized representative to sign such a contract with ESRI, Inc. PASSED and APPROVED this 5th day of March, 2002. TTEST' air/ APPROVED: By: DAN COODY, Mayor EATHER WOODRUFF,7ity Clerk NAME OF FILE: CROSS REFERENCE: Resolution No. 33-02 03/05/02 Resolution No. 33-02 Annual Standard Software Maintenance Agreement with ESRI, Inc. for geographic information system (GIS) software maintenance and upgrades. 02/14/02 Memo to Mayor Coody thru Scott Huddeston, Information Technology Director, from John Goddard, Geographic Information Systems Coordinator, regarding agenda item to renew Standard Software Maintenance Agreement Contract with Environmental Systems Research Institute (ESRI) 03/05/02 Staff Review Form 03/07/02 Memo to Scott Huddleston, Information Technology Director, from Heather Woodruff, City Clerk NOTES: RESOLUTION NO. A RESOLUTION APPROVING THE ANNUAL STANDARD SOFTWARE MAINTENANCE AGREEMENT IN THE AMOUNT OF TWENTY-TWO THOUSAND SIX HUNDRED NINETY-SEVEN DOLLARS AND NINETY CENTS ($22,697.90) WITH ESRI, INC. FOR GEOGRAPHIC INFORMATION SYSTEM (GIS) SOFTWARE MAINTENANCE AND UPGRADES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council hereby approves the Annual Standard Software Maintenance Agreement in the amount of Twenty -Two Thousand Six Hundred Ninety -Seven Dollars and Ninety Cents ($22,697.90) with ESRI, Inc. for Geographic Information System (GIS) software maintenance and upgrades. Section 2. That the City Council hereby authorizes the Mayor or his duly authorized representative to sign such a contract with ESRI, Inc. PASSED and APPROVED this day of March, 2002. APPROVED. Mayor W • ODRUFF, City Clerk DATE: 2/14/02 TIME: 9:24 AM TO: PACE: 001-04110 ESRI VO @ 15015758316 ESRI Inc 380 New York Street REDLANDS CA 92373 SUBJECT: MAINTENANCE QUOTE DATE: TO: ORGANIZATION: FAX #: FROM: FAX #: EMAIL: 02/14/2002 JOHN GODDARD CITY OF FAYETTEVILLE DATA PROCESSING 501-575-8316 PHONE #: 501-575-8308 Kr Lyons 909-307-3083 PHONE #: 888-377-4575 Ext. 1225 klyons@esri.com Number of pages transmitted (including this cover sheet): 5 QUOTATION #25047626 John, Your software support expires 01/15/2002. Here is a quote for your 2002/2003 support. As you know, keeping maintenance current entitles you to software upgrades as they become available, technical support and User Conference seats. If your organization requires sending a PO, reference the customer # 23472 and the quote number above. Thanks, Ki ESRI P s DATE: 2/14/02 TIME: 9:24 AM TO: @ 15015758316 ESRI PACE: 002-00 Date: 10/29/2001 380 New yo:k Street REDLANDS. CA 92373 Phone: 888.377.45751225 =ax tt 909.307.3083 Quotation Number: 25047626 • Quotation CITY OF FAYETTEVILLE DATA PROCESSING 113 W MOUNTAIN FAYETTEVILLE AR 72701 Attn: JOHN GODDARD Customer Number: 23472 Send Purchase Orders To: ESRI, Inc. 380 New York Street Redlands, CA 92373-8100 Attn: Ki Lyons Please include the following remittance address on your Purchase Order. ESRI Inc. File #54630 Los Angeles, CA 90074-4630 Item Qty Product#Description Unit Price Extended Price 10 1 52384 MAINT,PRIM,AI,FL Arclnfo Floating Primary Maintenance License Start Date: 01/16/2002 End Date: 01/15/2003 Hardware Platform WINDOWS NT -INTEL 20 2 52385 MAINT,SCNDRY,AI,FL Arclnfo Floating Secondary Maintenance License Start Date: 01/16/2002 End Date: 01/15/2003 Hardware Platform: WINDOWS NT -INTEL 30 1 52390 MAIN f,PRIM,NET,FL Maintenance on Primary Network Floating License Start Date: 01/16/2002 End Date: 01/15/2003 Hardware Platform: WINDOWS NT -INTEL 40 1 52402 MAINT,PRIM,TIN,FL ArcTIN Floating Primary License Start Date: 01/16/2002 3,000.00 1,200.00 3,000.00 2,400.00 500.00 500.00 500.00 500.00 This quotation is valid far 90 days. The quotation information is croprietary and may not be cop.ed or releases other roan for the express purpose of system selection and purcnase/Ilcense, This information may not be given to outside parties or used for any other purpose without consent from Envronrmenlal Systems Research Institute, Inc. (ESRI). Any estimated sales and/or use tax 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 ce pays state taxes directly. then poor to invoicing. your organization must provide ESRI with a copy of a current lax exemption certificate issued by your state's taxing authority for the given junsdictlon. Issued By: KI Lyons Ext: 1225 To sxptdte your order, pease utterance you. customer number and this quotation number on your purchase order. DATE: 2/14/02 TIME: 9:24 AM TO: M 15015758316 E5R1 • ■ PACE: 003-00 380 New York Street REOLAN'DS. CA 92373 Phone: 888.377.45751225 Fax a': 909.307.3083 Date: 10/29/2001 Quotation Number: 25047626 Item Qty Product#Description Quotation Page 2 Unit Price Extended Price End Date. 01/15/2003 Hardware Platform: WINDOWS NT -INTEL 50 1 52396 MAINT,PRIM,COGO,FL ArcCOGO Floating Primary Maintenance Start Date: 01/16/2002 End Date: 01/15/2003 Hardware Platform: WINDOWS NT -INTEL 60 1 52408 MAINT,PRIM,GRID,FL ArcGrid Floating Primary Maintenance Start Date: 01/16/2002 End Date: 01/15/2003 Hardware Platform- WINDOWS NT -INTEL 500.00 500.00 500.00 500.00 70 1 64820 MAINT,APRS FOR AG 200.00 200.00 ArcPress for ArcGIS maintenance includes technical support and software updates Start Date: 01/16/2002 End Date: 01/15/2003 Hardware Platform: WINDOWS NT -INTEL 80 1 52397 MAINT,SCNDRY,000O,FL ArcCOGO Floating Secondary Maintenance Start Date: 01/16/2002 End Date 01/15/2003 Hardware Platform: WINDOWS NT -INTEL 90 1 85057 MAINT,AIMS STD ED,SRVR/CPU LIC Maintenance for ArcIMS Standard Edition Server/CPU License•ArcIMS Internet Deployrnent License for one Server and first CPU and ArcIMS software Start Date: 01/16/2002 End Date: 01/15/2003 Hardware Platform: WINDOWS NT -INTEL 100 8 88933 MAINF,PRIM,AV,3X,WIN ArcView 3.X for Windows Maintenance 200 00 200.00 1,500.00 1,500.00 500.00 4,000.00 Inas quotation is valid for 90 days. The quotation information is proprietary enc may not be copied a released diner 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 Envronmental Systems Research Institute. Inc. (ESRI) Any estimated sales and/or use tax has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes ES/111 reserves the right to adjust and toted sales and/or use tax at the actual date of Invoicing. If your organization is tax exempt or pays stale taxes drectly, then MO' to invoicing. your organization must provide ESRI with a copy of a current tax exemption certificate issued by your state's faxing authority for the given jurisdiction Issued By: Ki Lyons Ext: 1225 10 expe6le your order, please relerenc• your customer number and this quotation number on your purchase order plARiOGII DATE: 2/14/02 TIME: 9:24 AM TO: e 15015758316 ESRI 1 PACE: 009-0. 390 New Yak Street .REDLANDS. CA 92373 Phone 888.377.45751225 Fax #. 909.307.3083 Date: 10/29/2001 Quotation Number: 25047626 Quotation Page 3 Item Qty Product# Description Unit Price Extended Price Primary Start Dale. 01/16/2002 End Date: 01/15/2003 Hardware Platform: GENERIC DESKTOP 110 30 87192 MAINT,PRIM,AV,SU ArcView primary maintenance Single Use Start Date. 06/30/2002 End Date: 01/15/2003 Hardware Platform: WINDOWS NT -INTEL 274.00 8,220.00 Subtotal 21,520 00 Shipping & Handling 0.00 Estimated Tax 0.00 Total S 21,520.00 This quotation •s valid for 90 nays The quotation information is proprtetary and may not be copied cx tensed other than for the express purpose of system. selection and purchase/icense. This information May not be gen to OUIsde ernes or used for any other purpose without consent from Environmental Systems Researcn Institute. Inc IF SRI) Any estimated sales and/or use lax ha been calculated as of the date of this quotation and is merely provided as a convenience far you organization's budgetary purposes. ESRI reserves :he right to adjust and calleet sales and/or use :ax at the actual date of invoicing. If your organization is tax exempt a pays state taxes deec:ly. then poor to invocirg. your orga.mzation must provide ESFI with a copy or a current tax exempt on cells tate ixsued by your state's tax.rg authority for the given lunsd•caon Issued By: Ki Lyons Ext: 1225 To experite your order, please reterence your customer number and this quotation number on your purchase older. WA,. 1 ue'I DATE: 2/14/02 TIME: 9:24 AM TO: e 15015758316 ESRI IMO 1 PAGE: 005-0 380 New York Street REDLANDS. CA 92373 Phone: 888.3 7745751225 Fax p: 9093073083 Date: 10/29/2001 Quotation Number: 25047626 Item Qty Product# Description Quotation Page 4 Unit Price Extended Price To expedite your order, either attach a copy of this quotation to your purchase order when it is remitted to ESRI, or sign below and return this quotation to indicate your acceptance. ESRI's address and fax number are listed above. By signing below, you are indicating that you are authorized to obligate funds for your company or organization. If your organization is a US Federal Government agency 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. fel i a ti�� Signature of Authorized Represe' ve Name (Please Print) Title v This quotation is valid for 90 days. 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 gven to outside parties or used for any other purpose without consent from Envronmental Systems Research Institute. Inc. (ESP!). Any estimated sales and/or use tax has been calculated as of the date of this quotation and is merely provided as a ccnvemence for your organiza!ion's budgetary purposes oSRI reserves the rig't to adjust and collect sales and!or use tax at the actua' cate of invoicing. I' yo.r organization is :ax exempt or pays state taxes ovectly. :nen prro: 10 InvaGrg. yet): organzatIon nust provide ESRI with J copy of d curre'1 ta+ e•eme'pn cer h'.Cdre •Ssued by your state's taung du'hp1y for the given JWCd Chun Issued By: Ki Lyons Ext: 1225 to unite your order. pleas• reference your customer number and this quotation number on your purchase order. 110011001 DATE: '11/10/100 TIME: 03:01 PM TO: 15015759257 SSRI PAGE: 003-010 • ESRI • -i ' ESRI QUOTATION TERMS AND CONDITIONS Enabmmsot.I Systems R....•ch Inatnd., Inc, 390 Y.n Yoh St, Rod nth CA 92373.9100 USA TEL 909493-2953 FAX 909 79 3- 5953 All quotations are valid for ninety (90) days unless therms stated on the quotation form. These prices and terms are valid only for items purchased for use and delivery within the United States. This quotation information is proprietary and may not be copied or released other than for the express purpose of the current system selection and purchase. This information may not be given to outside parties or used for any other purpose without written consent from Environmental Systems Research Institute. Inc. (ESRR- To expafitn you; oder, please 7efmonce the quotation numb°, on your pu;c/raso orde7. ORDER PROCESS The order process Is Initiated when ESRI receives an aigmal purchase oder or some form of advance payment. Several additional documents (e.g.. Software License Agreement. credit application, and Tax Exemprion Certificate) will be required to complete the oder process. Generally. the need far these documents varies by the type of software ordered. which is determined upon receipt of the purchase order (or advance payment). If delivery must be expedited. please contact your marketing representative for assistance. IMPORTANT' Collectively, these documents contain the authorizations and information necessary to ship proper versions of the software, on the correct media Please return them promptly to avoia unnecessary delays in shipping. Please return all documents by mail or express courier, or as otherwise directed. Please show the following remittance address on your purchase order: ESRI, File No. 54630, Los Angeles. CA 900744630 ESRI SOFTWARE LICENSING All ESRI' software offered it this quotation are commercial off-the-shelf software developed at private expense and subject to ESRI commercial license terms. ESRI desktop software 0 e., 'C ARC/INFO'. ArcView' GIS. and ArcCAD') are subject to the shrink-wrap license agreement terms and conditions attached hereto. If you license certain software programs. a Master License Agreement signed by both parties may be required. Some ESRI software is copy protected with a software keycode or hardware key. you will be given instructions to access the keycode through the ESRI Web site or by other means. DELIVERY FOB Redlands, CA. USA Software: Allow thirty 130) days from ESRI's receipt of purchase order. signed Software License Agreement(s), and other documents. as required. Hardware: Manufacturer's terms apply. Lead times depend on make/models purchased. Note: Standard delivery method is ground a two-day air for software and surface carrier for hardware. Actual delivery method may vary depending on weigbl. Other service is available for an additional fee le.g.. overnight delivery). PAYMENT TERMS Net thirty 130) days, on approved credit. Orders below $800 requre prepayment by check or credit card unless your organization is a government agency, university. college, or Fortune 500 company. TAXES Prices quoted do not include applicable sales or use taxes unless so stated In preparing your budget. please al ow for applicable sales tax. ESRI re-erves the right to collect sales tax assessed by states as required by law. ESRI will add state sales tax to the invoice unless proof with the order is shown to ESRI that your organization is tax exempt or pays state tax directly. tSML PC AMC/1610. A1cView, and ArcCAD o. thick/rialto of tamorm.nl.I Systems M.s.wch Istituto Ilc sgistora m In. Unil.d S:.I.a.nd e.Ln oth.t counhut r.goa.Lon is pending in Ihs turyun Community CG972/XMM 9.93/7000 DATE: 11/10/100 TIME: 03:01 PH T0: 15015158257 ESRI PAGE: 004-010 • • • IMPORTANT --READ CAREFULLY BEFORE OPENING THE SEALED MEDIA PACKAGE UNLESS IT IS SU'ERSEDED 8Y A SIGNED LICENSE AGREEMENT BETWEEN YOU AND ESRI, THE SOFTWARE. DATA, 0.9 DOCUMENTATION IS SUBJECT TO ACCEPTANCE OF THE ESRI LICENSE AGREEMENT. ESRI IS WILLING TO LICENSE THE ENCLOSED SOFTWARE, DATA, OR DOCUMENTATION TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL 0= THE TERMS AND CONDITIONS CONTAINED IN THE ESRI LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS AS STATED. THEN ESRI IS UNWILLING TO LICENSE THE SOFTWARE, DATA, OR DOCUMENTATION TO YOU, IN WHICH EVENT YOU SHOULD RETURN THE UNOPENED, SEALED MEDIA PACKAGE; THE DISKS; AND ALL ACCOMPANYING PRINTED MATERIALS TO ESRI, ITS DISTRIBUTOR, OR RESELLER FOR A FULL REFUND OF THE LICENSE FEES. ESRI WILL NOT REFUND THE LICENSE FEES IF THE SEALED MEDIA PACKAGE HAS BEEN OPENED. ESRI LICENSE AGREEMENT This ESRI License Agreement (hereinafter referred to as -Agreement") is between you (-Licensee") and Environmental Systems Research Institute, Inc. ('ESRI"), a California capaation, with its principal place of business at 380 New Yak Street, Redlands, California, 923738100, USA. ARTICLE 1 --DEFINITIONS Definitions—As used herein, the following words. phrases. or terms in this Agreement shall have the following meanings: (a) 'Software" means the actual copy of all or any portion of ESRI's proprietary geographic information system (GIS) software technology, computer software code, components, dynamic link libraries (DLLs), and programs delivered on any media, including, but not limited to. alpha, beta, prerelease, restricted version(s), or final commercial release provided in source. object, or executable code format(s), inclusive of backups, updates. or merged copies permitted hereunder or subsequently supplied under tnis Agreement. (b) '0ata' means any ESRI a third party data vendorls) digital data sets) including, out not limited to, geographic. vector data coordinates, raster, or associated tabular attributes in ESRIO GIS software compatible format(s) supplied under :his Agreement. (c) -Documentations means all of the printed and digital materials Including. but not limited to. user documentation, training documentation, or technical infamation and briefings supplied under this Agreement. (d) -License Manager- means the nondestructive license management software program comprised of a confidential software keycode or nardware key, which controls the distribution of the licen-ed number of Software copies to requesting end user(s) of Licensee. ARTICLE 2 --INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP The Software, Data. arra Documentation are owned by ESRI and Its licensor(s) and are protected by United States laws and applicable international laws. treaties, and conventions regarding intellectual property or proprietary rights. ESRI and its licensor(s) retain all rights, title, and ownership not granted herein to all copies of the Software. Data, and Documentation licensed under this Agreement. From the date of receipt, Licensee agrees to use reasonable effort to protect the Software. Data, and Documentation from unauthorized use, reproduction. distribution. or publication. All rights not specifically granted in this Agreement are reserved to ESRI and Its licensor(s) ARTICLE 3 --GRANT OF LICENSE 3.1 Grant of License --In consideration of the mutual promises and covenants provided herein and for other good and valuable consideration, and conditioned upon compliance with all of the terms and conditions set forth in the Agreement including, but not limited to, Article 4. ESRI grants to Licensee a personal. norexclusive, nontransferable license to (a) Use the Software, Data, and Documentation as a single package for Licensee's own internal use only; and (b) Access and use any secure ESRI Web site resources made available to Licensee for Licensee's internal use only, provided that Licensee follows ESRI's terms of use policy specified therein. All password or controlled access information provided by ESRI shall be treated as ESRI confidential information. 3.2 Consultant Access—Licensee may provide access to the Software, Data, or Documentation to any consultant or contractor o! Licensee, provided that the consultant or contractor is using the Software. Data, a Documentation exclusively for the benefit of Licensee, and so long as the consultant a contractor agrees to be bound by the terms and conditions of this Agreement. 11S111 is a had.maik of f nn.cnm.ntal Systems Rematch bettors. Inc. ..gisbnd in the United Sobs and cot bin otea countries. r.ysluliam is peeing in Ih. Futopan Community. Page1 of 5 E202 (SW) 7/00 DATE: 11/10/100 TIME: 03:01 PM TO: 150157582b7 ESRI PAGE: 005-010 • ARTICLE 4 --SCOPE OF USE 4.1 Permitted Uses • ▪ Licensee may (i) install and store copies onto electronic storage device(s) and (ii) only use the Software, Data, and Documentation as described in Exhibit 1 set teeth herein and in accordance with :he licensed configuration on file with ESRI Customer Service or ESRI authorized distributors. ▪ licensee may make one (1) copy of the Software, Data, and Documentation for archival purposes during the term of this Agreement. Additionally, Licensee may make routine computer backups of the Software, Data, and Documentation ▪ licensee may customize the Software using any (i) macro or scripting language. (ii) open application programming interface (API), a (it) source a object code libraries, but only to the extent that such customization is described in the Documentation • Licensed may use the Data only as described in the Distribution Rights section of the help at metadata files delivered with the Software, Data, and Documentation. ▪ Licensee may use. copy, a prepare derivative works of the Documentation supplied in digital format and thereafter reproduce, display, and redistribute the customized documentation only for Licensee's own internal use. The portion(s) of the Documentation supplied in digital fo•mat merged with other software and printed or digital documentation shall continue to be subject to the terns and conditions of this Agreement and shall provide the following copyright attribution notice acknowledging the proprietary rights of ESRI and its licensor(s) in the Documertation supplied in digital format "Portions of this document include intellectual property of ESRi and its licensor(s) and are used herein under license Copyright 0 /insert theactual copyright clarets) from the sourer! tnatenals/ Environmental Systems Research Institute, Inc., and its tensor(s) All rghts reserved.' 4.2 Uses Not Permitted ▪ Licensee shall not sell; rent; lease; sublicense; lend; assign; time•share; or act as a service bureau or Application Service Provider (ASP) that allows third party access to the Software, Data, and Documentation except as provided herein; or transfer, in whole or in part. access to prior cr present versions of the Software. Data, or Documentation. ary updates, or Licensee's rights under this Agreement. ▪ Licensee shall not redistribute the Software, in whole or in part, including, but no: limited to, extensions, components, or DLLs without the prior written approval of ESRI as set forth in an appropriate redistribution icense agreement. ▪ Licensee shall not reverse engineer. decorrpile, or disassemble the Software, Data, or Documentation, except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction in order to protect ESRI and its .tensor(s) trade secrets and proprietary informatin contained in the Software, Data. or Documentation ▪ Licensee shall not make any attempt to crcumvent the technological measure(s) (n.g., 1 icense Manager. etc.) that controls access to or use of the Software, Data, and Documentation, except to the extent that such activity is expressly permitted Dy applicable law notwithstanding this restriction. ▪ Licensee shall not use the Software to transfer or exchange any material where such transfer a exchange is p'ohibited by copyright or any other law. ▪ Licensee shall not remove or obscure any ESRI or its Iicensor(sl patent. copyright. trademark, or proprietary rights notices contained in or affixed to the Software, Data, or Documentation. ARTICLE 5 --MAINTENANCE Maintenance consists of Software, Data, or Documentation updates and access to technical support and other benefits specified in the most current applicable ESRI Support Services Policy. ARTICLE 6 --TERM AND TERMINATION The license granted to Licensee by this Agreement shall commence upon the acceptance of this Agreement and shall continue until such time that (i) Licensee elects in writing to discontinue use of the Software, Data. or Documentation and terminates this Agreement or (ii) ESRI terminates this Agreement upon written notice to Licensee for Licensee's material breach. Upon termination of this Agreement. I icensee shall uninstall, remove, and destroy all Software, Data, and Documentation. and any whole or partial copies, modifications. or merged port ons in any form and execute and deliver evidence of such destruction to ESRI, which evidence shall be in a form acceptable to ESRI in its sole discretion. Page 2 of 5 E202 (SW) 7/00 DATE: 11/10/100 TIME: 03:01 PM TO: 1]015756257 ESRI PAGE: 006-010 ARTICLE 7 --LIMITED WARRANTIES AND DISCLAIMERS 7.1 Limited Warranties—For a period of ninety (go) days f-om the later of the date of keycode issuance or date of delivery of the Software. Data, or Documentation to Licensee. ESRI represents and warrants that (i) the unmodd.ed Software will substantially conform to the published Documentation and (i) the media upon which the Software. Data, and Documentation is provided will be free from defects in materials and workmanship under normal use and service. 7.2 Data Disclaimer --If included under this Ag•eement, the Data has been obtained from sources believed to be reliable. but its accuracy and completeness are not guaranteed. The Data may contain some nonconformities, defects, errors, or omissar.s. ESRI AND ITS LICENSOR(S) MAKE NO WARRANTY WITH RESPECT TO THE DATA. Without limiting the generality of the preceding sentence, ESRI and its licensor(s) do not warrant that the Data wdl meet Licensee's needs a expectations, the use of the Data will he uninterrupted, or that all nonconformihes can or will he corrected FSRI and its licensor(s) are not inviting reliance on this Data, and Licensee should always verify actual Data including, but not limited to, map, spatial. raster, and tabular information. 7.3 General Disclaimer --EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES- ESRI DISCLAIMS Al L OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON,NTERFERENCE. SYSTEM INTEGRATION. AND NONINF RINGEMENT. ESRI DOES NOT WARRANT THAT THE SOFTWARE, DATA, OR DOCUMENTATION WILL MEET LICENSEE'S NEEDS, OR THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT BETA AND EVALUATION SOFTWARE 15 OELIVEREC 'ASIS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INC_:DING, BUT NOT LIMITED TO, THE IMPLED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE, SYSTEM INTEGRATION, AND NONINFRINGEMENT. LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE BETA AND EVALUATION SOFTWARE. 7.4 Exclusive Remedy --Licensee's exclusive remedy and ESRI's entire liability for breach of the !flirted warranties set forth in this Article 7 shall be limited, at ESRI's sole aiscretion, to (i) replacement of arty defective media; (n) repair. correction, or a work•eround for the Software subject to the ESRI Support Services Policy; or (iii) return of the license fees paid by Licensee far the Software, Data. or Documentation that does not meet ESRI's Limited Warranty, provided that Licensee uninstalls, removes. and aestroys all copies of the Softviare. Data, or Documentation and executes and delrvas to ESRI a Certification of Destruction in a form acceptable to ESA!. ARTICLE 8 --LIMITATION OF LIABILITY 8.1 Disclaimer of Certain Types of Liability—N NO EVENT SHALL ESRI OR ITS LICENSOR(S) BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES: LOST PROFITS; LOST SALES OR BUSINESS EXPENDITURES; INVESTMENTS; OR COMMITMENTS IN CONNECTION WITH ANY BUSINESS, LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED 10 THIS AGREEMENT OR USE OF THE SOFTWARE, DATA, OR DOCUMENTATION. HOWEVER CAUSED, ON ANY THEORY OF LIABILITY. AND WHETHER OR NOT ESRI OR ITS LICENSOR(S) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITI-STANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 8.2 General Limitation of Liability --IN NO EVENT WILL ESRI'S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE). STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, EXCEED THE AMOUNTS PAID :0 ESRI BY LICENSEE l'0R SOFTWARE. DMA. OR DOCUMENTATION PURSUANT TO THIS AGREEMENT. 8.3 Applicability of Disclaimers and Limitations --Licensee agrees that the limitations of liability and disclaimers set forth in this Agreement will apply regardless of whether Licensee has accepted the Software. Data. or Documentation or any other product a service delrve•ed by ESRI. The parties agree that ESRI has set its prices and entered into this Agreement in rel arce upon the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essertial purpose and cause consequential toss), and that the same form an essential basis of the bargain between the parties. Page 3 of 5 E202 (SW) 7/00 DATE: 11/10/100 TIME: 0J:01 PM TO: 15015158257 ESRI PAGE: 007-010 111110 4111/0 ARTICLE 9 --GENERAL PROVISIONS 9.1 Export Control Regulations—Licensee expressly acknowledges and agrees that Licensee shall not export, reexport, a provide the Software, Data, or Documentation. in whole or in part, to (i) any country to which the United States has embargoed goods; (li) any person on the U.S. Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the U.S. Commerce Department's Table of Denial Orders; or (iv) any person or entity where such export. reexport, or provision violates any U.S. export control law a regulation. Licensee shall not export the Software. Data, and/or Documentation or any underlying information or technology to any facility in violation of these or other applicable laws and regulations. Licensee represents and warrants that it is not a national, resident. located in or under the control of. or acting on behalf of any person. entity, or country subject to such U.S. export controls. 9.2 Commercial Terms and Conditions --This Agreement contains ESRI's commercial terms and conditions Licensee's rights in the Software. Data, and Documentation are strictly limited to the uses granted by this Agreement. In the event ary court, arbitrator, or board holds that the U.S. Government has greater rights to any portion of the Software, Data, or Documentation, such rights shall extend only to the paruon(s) affected and use. duplication. or disclosure by the U.S. Government is subject to restrictions as provided in DFARS 5227.7202.1(a) and 5227.7202.3(a) (1995). DFARS 5252.227.7013(c)(1)Pd (OCT 1988). FAR 512.212(a) (19951, FAR 552.227-19 (June 1987), or FAR 552.227-14 (ALT 111) (June 1987), as applicable. 9.3 Taxes and Fees, Shipping Charges --License fees quoted to Licensee are exclusive of any and all taxes or fees including, but not limited lo, sales tax, use tax. valueadded tax (VAT). customs, duties, a tariffs, and shipping and handling charges. 9.4 No Implied Waivers—The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. 9.5 Severability—The parties mutually agree that if any provision of the Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable. 9.6 Counterparts --This Agreement may be executed in counterparts, all of which, taken together, shall be deemed one (1) original document. 9.7 Successor and Assigns --Licensee shall not assign. sublicense, or transfer Licensee's rights or delegate its obligations under this Agreement without ESRI's prior written consent, and any attempt to do so without consent shall be void. This Agreement shall be binding upon the respective successors and assigns of the parties to this Agreement. 9.8 Survival of Terms—The provisions of Articles 6. 7. 8. and 9 of this Agreement shall survive the expiration or termination of this Agreement for any reason. 9.9 Equitable Relief --Licensee agrees :hat any breach of this Agreement by Licensee wit cause irreparable damage and that, in the event of such breach. in addition to any and all remedies at law. ESRI shall have the right to an injunction, specific performance, or other equitable relief in any court of competent jurisdiction to prevent violation of these terms and without the requirement of posting a bond or undertaking or proving injury as a condition for relief. 9.10 Governing Law. Arbitration A. Licences in the United States of America, Its Possessions, and Temtaies--This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to conflict of laws principles. Except as provided in Article 89 above, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, which cannot be settled through negotiator, shall be finally settled by arbitration administered by the Americar. Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrate- may be entered in any court having Jurisdiction thereof. If Licensee is a U.S. Government agency. this Agreement is subject to the Contract Disputes Act of 1978. as amended (41 U.S.C. 601-613). m lieu of the Arbitration provisions of this clause. 8. 4// Other Licensees --All disputes arising in connection with the present Agreement that cannot be settled through negotiation shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with said Rules. The language of the arbitration shall be in English. The place of the arbitration shall be at a mutually agreed location This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. the application of which is expressly excluded. Either party shall, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute. Page 4 of 5 E202 (SW) 7/00 DATE: 11/10/100 TIME: 03:01 PM TO: 15015758251 ESRI PAGE: 008-010 4111110 • ARTICLE 10 --ENTIRE AGREEMENT, AMENDMENTS This Agreement and any Exhibit(s) constitute the sole and entire agreement of the parties as to the subject matter set forth herein and supersede any pr ewous agreements. understandings. and arrangements between the parties relating to such subject matter. Except as otherwise expressly provided herein, any modification(s) a amendment(s) to this Agreement must be in writing and signed by an authorized representative of each party. Page 5 of 5 E202 (SW) 7/00 DATE: 11/10/100 TIME: 03:01 PM 70: 15015750257 410 • ESRI• Software and Data ArcView° ESRI 4111. EXHIBIT 1 SCOPE OF USE End Users/Developers Developers Siegle use Licenser x Concurrent use License2 X Server License Standard Deployment Fees Internet PAGE: 009-010 Redistribution of Components or DLLs 1 ArcView GIS ArcView Extensions Arc mw IMS ArcView Internet /1rrView Rusb,eas Ana&rst 1 X AlcloglsticslM Routes 1 X pc ARC/INFO• ArrrArer X X Atlas GISTM X Manila MErM l X I x I I I I I I I I I 1 I I 1 x 1 X MOLE SDK DAK X 1 X X Busirres MAP. ArrPad'M s MapObiects• r ..a. X MapOb)ects IMS Data Sets' I I I I x 1 "Single use license" means a license must be dedicated far each single processing unit on the computer system(s) or netwerk(s) that have access and use rights to the Software, Data. or Documentation. Licensee may make a second copy for Licensee's exclusive use on a portable computer so long as only one (1) copy of the Software, Data. and Documentation is in use at any one (1) time. 2 "Concurrent use license" means a license that permits a number of simultaneous/concurrent users as controlled by License Manager to access and use the Software, Data, a Documentation. s 'Server license" means the serverside Software that resides on a per computer server basis and provides services to mult•ple users in a client/server distributed computing environment. a ESRI and its licensor(s) grant licensee a nonexclusive, nontransferable, limited license to use, copy, and prepare derivative works by (a) (b) (c) Translating-akoute.mid" (hereinafter "Dctionary-) from the original text in the English language; Editing Geographic Data Technology (GDT) Data included within ArcLogistics Route; and Add:ng Data (owned by Licensee a others) to ArcLogist cs Route Software. The license grant is condd,onca as follows: lel The derivative works are far Licensee s internal use only; (b) ESRI and its licensor(s) retain all exclusive right, title, and interest in and benefits from the derivative works, except Data owned by Licensee or others; and (c) Licensee expressly waives and relinquishes any and all ownership including. but not limited to, copyright, moral rights, or any other statutory or common law claims to the derivative woks, except fa Data owned by Licensee or others. Licensee shall not translate. modify, or edit in any way the software name "Arclogistics Route." software logo, any third party software. any text other than the Dictionary, or any Data other than GDT's. The amount of Data used by Licensee is limited by Data credits purchased. Additional license fees are required if Arclogistics Route with Data is to be accessed by more than one (1) Arclogistics Route License. 5 ArcPad software is currently CPS -enabled for use with Trimble. Magellan. and Ashtech brand GPS receivers within the territory of the United Stases. Beginning one degree in latitude and logitude outside any United States' territorial border, ArcPad software is GPS -enabled for all compatible GPS receiver brands. ArcPad SOFTWARE IS NOT I ICFNSED FOR NAVIGATIONAL USE OR FOR USE ON U.S. REGISTERED AND OPERATED VESSELS. 6 This is a "Dual Use License." meaning the Software may be installed on a desktop computer and either a Personal Digital Assistant (PDA) a handheld mobile computer provided that the Software is only used oy a single individual at any one (1) time. r Developers shall rot deploy or allow to be deployed the M020.LIC or WEBLINK.LIC files a related updates. Developers must attribute as follows: "Portions of this computer program are owned by LiaardTech. Inc.. and are Copyright° 1995-1999 LizardTech. Inc., and/a the University of California. All rights reserved. U.S. Patent No. 5.710,835." Page 1 of 2 E302 (SW/CW) 9/00 DATE: 11/10/100 TIME: 03:01 PM TO: 15015150257 a4110 ESP! PAGE* 010-010 a Developers shall not deploy ar allow to be dep'oyed the MOLT20. LIC or related updates. Redistribution of MapObjects LT components is on a royalty -free basis Developers must attribute as follows: "Portions of this computer program are owned oy LizardTech, Inc., and are Copyright° 19951999 LizardTech. Inc., and/or the University of Callfirnla. All rights rererved U.S. Patent No 5 710 835 ' 9 Unless there is a statement to the contrary in the metadata, Licensee may use. copy, reproduce, publish. publicly display. or redistribute map images derived from the Data in hardcopy or static, electronic formats (i.e., .gif, .jpeg, etc.), provided that Licensee affixes an attribution statement to the map Images acknowledgirg ESRI or its licensors as the source of the oortion(s) of the Data displayed. printed, or plotted. General Notes: ▪ Use of ESRI Software. Data, or Documentation in an Application Service Provider (ASP) business model is subject to execution of a written ASP license agreement and the payment of the appropiate additional license tees. • Developer (Subllicensing-ESRI grants Developer a personal. nonexclusive, nontransferab'e right to (re)market, (reldistribute, and (sub)license to third parties the ESRI components or dynamic link libraries (DLLs), as identified in Exhibit 1 above, that are embedded in Developer's value-added software application, so long as (0 Developer's (subllicense with its end user(s) substantially conforms to the terms and conditions of this Agreement in order to protect ESRI's interests and (ii) the appropriate deployment fee are paid to ESRI. KSRI AmVbw. PC ARC/N(0. AI cCAD. avinrnMAP, .'id M.poblscto so b.dsnutb al tnnionmetlal Systems H .Mcb Insttuta Inc.. ugsie sd in the INIM 5Ube and certain other counUiss. uaubabon is penning In Pm /woman Community Asciagistica. Alla 615. M(AE. DM. and tucP.d ai• badsmde of 1r.Wonm.btal Systems Rematch Institute. Inc. Page 2 of 2 E302 (SW/CW) 9/00 .al<a. • _.__ e ArcGIS The Complete Geographic Information System ArcGIS' is a family of software products that form a complete geographic information system (GIS) built on industry standards that provide excep- tional. yet easy-to-use capabilities out of the box. ArcView•, ArcEditor". and Arclnfo" software com- prise the ArcGIS Desktop products. while ArcSDE" and ArcIMS• software make up the Application Services products. ArcGIS Key Features • Easy to use • Extremey functional • Scalable • Web enabled • Developer friendly The software follows standards for user interface design and interoperability. ArcGIS uses the fol- lowing standard information technology (IT) compo- nents: VBA for customization, commercial database management system (DBMS) for data storage. and TCP/IP and HTTP for networks. The geographic data model supports business logic for versioning and intelligent features. One of the results of this architecture is that you can conceive of and use geoprocessing as an information system. This means closely integrated data manage- ment including an unparalleled collaborative environ- ment for multiuser editing and updating. And you can deploy GIS applications within your organization or across the Internet for many others to use for analysis, visualization, and decision making. Orr/ Yam ,g trans bump, data prone/re !n- .\alkwuJ (Mgrapbx 4a M' •• GIS Desktop GIS Collaborative GIS Enterprise GIS nrcG/S rs a .scalable srstenn that can he tkpinrdtn etrry organization, from an wduxtml to n global& thunbutel netuorb of people M ArcGIS Desktop Products The ArcGIS Desktop products consist ofArcView, ArcEditor and Arclnfo. These three software products share a consistent user experience, common code base, unified extension model, and single development environment. This dramatically increases usability and interoperability while retaining fle.rible end user deployment options. Arc\'icw ArcView is an exceptional stand-alone desktop GIS product. as well as the entry point into ArcGIS, and provides core mapping and GIS functionality. ArcView provides geographic data visualization. query, analysis, and integration capabilities along with the ability to create and edit geographic data. Arcltttitor ArcEditor includes all the functionality of ArcView and adds the power to edit topologi- cally integrated features in a geodatabase or coverage. Additional functionality includes sup- port for muhiuser editing, versioning, custom feature classes. feature -linked annotation, and dimensioning. ArcEditor allows you to create and edit all ESRI-supposed vector data formats. Arclnfo Arclnfo is the complete GIS data creation, update, query, mapping, and analysis system. Within the ArcGIS software family, Arclnfo is the top of the line. It includes all the functionality of ArcView and ArcEditor and adds the advanced geoprocessing capabilities that make Arclnto the de facto standard for GIS. •,1h farorite f airrrrs n%AreCts are easier and more pow erfulfeahar editing. improved carlograplit•, and The ca/xibilitr in use imlusa-smudardprogrammingea:iromnents." Nick Segal Project Mays; Criterion Planne,sltngineers "7he eaST user imerfaee ofArct,ZS• is most annealing... Dr Fred Collins IBM Global Service Federal Information ArcGIS Desktop ArcEditor CtD • Emerge and e.;.rpe.;.t Arclnfo ArcEdmr oar. • Advanced 9eoeroce0:^V • Data cm e:wn • wmsuun ArcGIS Extensions The architecture supports a series of extensions that dramatically extend the functional capabilities of the ArcGIS Desktop products. One of the key features of the ArcGIS extensions is that they operate with the entire line of software including ArcView, ArcEditor. and Arclnfo. This significantly reduces training. operating. and acquisition costs. AicGIS Spatial Analyst AicGIS 3D Analyst" AscGIS Geostatistical Analyst ArcGIS StreetMap" USA ArcPress" for ArcGIS .0 r_ - I MrSID" Encoder for ArcGIS Advanced spatial analysis using raster and vector data. Three-dimensional visualization, topo- graphic analysis, and surface creation. Statistical tools for data exploration, mod- eling, odeling, and advanced surface generation. Advanced address matching and street map display. High-performance printing using a graph- ics metafile rasterizer that improves color output control and printing speed. Produce and mosaic MrSID images from input images up to 500 MB. ..Our lab >la f was intltra (e(! with Ibe advent e f the uer L: /cn simts. l ienrii( Al'CCA,7n Maths! lis /trl;ictile. integrated raster and rector alI(I/;?LS r'ia Arc'CLS,Spaleal Anah J, and the mitt nth! Surface creation ba Caxeal(lll:chial timelyl /nrmklw.... Paul Shanayda UCLOCIS GIS Coadmator Ball State University ArcCIS.yxuud ArmllJ ArtGJS11) Anul)V Art(i/C (,p&Ja1WICal .i ua!r q AnGIS Rnn4.1(ap COI