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Environmental Systems Research Institite, Inc (ESRI) - 080116
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. 111 Market Street, Suite 250 Olympia, WA 98501-1099 Phone: 909-793-2853 Fax: 909-307-3049 DUNS Number: 06-313-4175 CAGE Code: OAMS3 To expedite your order, please attach a copy of this quotation to your purchase order. Quote is valid from: 06/03/2016 To: 0910112016 Quotation # 20488936 Date: June 3, 2016 Customer # 15111 Contract # County of Jefferson Central Services GIS Dept 1820 Jefferson St Port Townsend, WA 98368 ATTENTION: Doug Noltemeier PHONE: (360) 385-9148 FAX: Material Qty Description Unit Price Total 110036 1 Year 1 - Populations of 25,001 to 50,000 Small Government Term 35,000.00 35,000.00 Enterprise License Agreement 110036 1 Year 2 - Populations of 25,001 to 50,000 Small Government Term 35,000.00 35,000.00 Enterprise License Agreement 110036 1 Year 3 - Populations of 25,001 to 50,000 Small Government Term 35,000.00 35,000.00 Enterprise License Agreement Item Total: 105,000.00 Subtotal: 105,000.00 Sales Tax: 9,450.00 Estimated Shipping & Handling(2 Day Delivery) : 0.00 Contract Pricing Adjust: 0.00 Total: $114,450.00 Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. For questions contact: Heather Glock Email: halockt-esri.com Phone: 909-793-2853 x8948 The items on this quotation are subject to the terms set forth herein and the terms of your signed agreement with Esri, if any, or, where applicable, Esri's standard terms and conditions at www.esri.com/legal, which are incorporated by reference. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Acceptance is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's products and services. If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630 GLOCKH This offer is limited to the terms and conditions incorporated and attached herein. 7.0—ADMINISTRATIVE REQUIREMENTS 7.1 OEM Licenses. Under Esri's OEM or Solution OEM programs, OEM partners are authorized to embed or bundle portions of Esri products and services with their application or service. OEM partners' business model, licensing terms and conditions, and pricing are independent of this Agreement. Licensee will not seek any discount from the OEM partner or Esri based on the availability of Products under this Agreement. Licensee will not decouple Esri products or services from the OEM partners' application or service. 7.2 Annual Report of Deployments. At each anniversary date and ninety (90) calendar days prior to the expiration date of this Agreement, Licensee will provide Esri with a written report detailing all Deployments. Upon request, Licensee will provide records sufficient to verify the accuracy of the annual report. 8.0—ORDERING, ADMINISTRATIVE PROCEDURES, DELIVERY, AND DEPLOYMENT 8.1 Orders, Delivery, and Deployment a. Licensee will issue an Ordering Document upon execution of this Agreement and annually thereafter in accordance with the Quotation. Payment will be due and payable within thirty (30) calendar days of the anniversary date of the Effective Date, with the initial payment due within thirty (30) calendar days of execution of this Agreement. Esri's federal ID number is 95-2775-732. b. Upon receipt of the initial Ordering Document from Licensee, Esri will authorize download of the Products to Licensee for Deployment. If requested, Esri will ship backup media to the ship -to address identified on the Ordering Document, FOB Destination, with shipping charges prepaid. For those entities that avoid sales tax by downloading deliverables, request for delivery or receipt of tangible media may cause the Fee to be subject to taxes. Licensee acknowledges that should such taxes become due, Esri has a right to invoice and Licensee will pay any such sales or use tax associated with its receipt of tangible media. c. Esri will provide Authorization Codes to activate the nondestructive copy protection program that enables the Products to operate. 8.2 Order Requirements a. All orders pertaining to this Agreement will be processed through Licensee's centralized point of contact. b. The following information will be included in each Ordering Document: (1) Licensee name; Esri customer number, if known; and bill -to and ship -to addresses (2) Order number (3) Applicable annual payment due Page 5 of 5 9.0—MERGERS, ACQUISITIONS, OR DIVESTITURES If Licensee is a commercial entity, Licensee will notify Esri in writing in the event of (i) a consolidation, merger, or reorganization of Licensee with or into another corporation or entity; (ii) Licensee's acquisition of another entity; or (iii) a transfer or sale of all or part of Licensee's organization (subsections i, ii, and iii, collectively referred to as "Ownership Change"). There will be no decrease in Fee as a result of any Ownership Change. 9.1 If an Ownership Change increases the cumulative program count beyond the maximum level for this Agreement, Esri reserves the right to increase the Fee or terminate this Agreement and the parties will negotiate a new agreement. 9.2 If an Ownership Change results in transfer or sale of a portion of Licensee's organization, that portion of Licensee's organization will uninstall, remove, and destroy or transfer the Products to Licensee. 9.3 This Agreement may not be assigned to a successor entity as a result of an Ownership Change unless approved by Esri in writing in advance. If the assignment to the new entity is not approved, Licensee will require any successor entity to uninstall, remove, and destroy the Products, and this Agreement will terminate upon such Ownership Change. 11.2015 Esn, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953 IMPORTANT—READ CAREFULLY Unless superseded by a signed license agreement between you and Esri, Esri is willing to license Products to you only if you accept all terms and conditions contained in this License Agreement. Please read the terms and conditions carefully. You may not use the Products until you have agreed to the terms and conditions of the License Agreement. If you do not agree to the terms and conditions as stated, click "I do not accept the license agreement" below; you may then request a refund of applicable fees paid. LICENSE AGREEMENT (E204 06/13/2014) This License Agreement is between you ("Licensee") and Environmental Systems Research Institute, Inc. ("Esri"), a California corporation with a place of business at 380 New York Street, Redlands, California 92373-8100 USA. GENERAL LICENSE TERMS AND CONDITIONS ARTICLE 1—DEFINITIONS Definitions. The terms used are defined as follows: a. "Authorization Code(s)" means any key, authorization number, enablement code, login credential, activation code, token, account user name and password, or other mechanism required for use of a Product. b. "Beta" means any alpha, beta, or prerelease Product. c. "Commercial Application Service Provider Use" or "Commercial ASP Use" means generating revenue by providing access to Software or Online Services through a Value -Added Application, for example, by charging a subscription fee, service fee, or any other form of transaction fee or by generating more than incidental advertising revenue. d. "Content" has the meaning provided in Addendum 3. e. "Data" means any Esri or third -party digital dataset(s) including, but not limited to, geographic vector data, raster data reports, or associated tabular attributes, whether bundled with Software and Online Services or delivered independently. f. "Deployment License" means a license that allows Licensee to sublicense select Software and associated Authorization Codes to third parties. g. "Documentation" means all user reference documentation that is delivered with the Software. h. "Online Services" means any Internet -based geospatial system, including applications and associated APIs, but excluding Data or Content, hosted by Esri or its licensors, for storing, managing, publishing, and using maps, data, and other information. i. "Ordering Document(s)" means a sales quotation, purchase order, or other document identifying the Products that Licensee orders. j. "Perpetual License" means a license to use a version of a Product for which applicable license fees have been paid, indefinitely, unless terminated by Esri or Licensee as authorized under this Agreement. k. "Product(s)" means Software, Data, Online Services, and Documentation licensed under the terms of this License Agreement. 1. "Sample(s)" means sample code, sample applications, add-ons, or sample extensions of Products. in. "Service Credit(s)" means a unit of exchange that is allocated with an Online Services subscription in an amount specified in the Ordering Document. Each Service Credit entitles Licensee to consume a set amount of Online Services, the amount varying depending on the Online Services being consumed. As Online Services are consumed, Service Credits are automatically debited from Licensee's account, up to the maximum number of Service Credits available. Additional Service Credits can be purchased as described in Addendum 3 (also available at hLtp://www.esri.com/lep,al . E204 Page 1 of 7 06/13/2014 n. "Software" means all or any portion of Esri's proprietary software technology, excluding Data, accessed or downloaded from an Esri-authorized website or delivered on any media in any format including backups, updates, service packs, patches, hot fixes, or permitted merged copies. o. "Term License" means a license or access provided for use of a Product for a limited time period ("Term") or on a subscription or transaction basis. p. "Value -Added Application" means an application developed by Licensee for use in conjunction with the authorized use of any Software, Data, or Online Services. ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP Products are licensed, not sold. Esri and its licensors own Products and all copies, which are protected by United States and applicable international laws, treaties, and conventions regarding intellectual property and proprietary rights including trade secrets. Licensee agrees to use reasonable means to protect Products from unauthorized use, reproduction, distribution, or publication. Esri and its third -party licensors reserve all rights not specifically granted in this License Agreement including the right to change and improve Products. ARTICLE 3—GRANT OF LICENSE 3.1 Grant of License. Esri grants to Licensee a personal, nonexclusive, nontransferable license solely to use the Products as set forth in the applicable Ordering Documents (i) for which the applicable license fees have been paid; (ii) in accordance with this License Agreement and the configuration ordered by Licensee or as authorized by Esri or its authorized distributor; and (iii) for the applicable Term or, if no Term is applicable or identified, until terminated in accordance with Article 5. In addition to the Scope of Use in Article 4, Exhibit 1—Scope of Use (E300) applies to specific Products. Addendum 1, Addendum 2, Addendum 3, and Addendum 4 collectively comprise Exhibit 1—Scope of Use (E300) and are also available at http://www.esri.com/legal/software-license. Addendums only apply to Products specifically identified within an Addendum. Exhibit 1—Scope of Use (E300) includes Addendums for the following Product types, which are incorporated by reference: a. Software. Terms of use for specific Software products are set forth in Addendum 1. b. Data. Data terms of use are set forth in Addendum 2. c. Online Services. Terms of use for Online Services are set forth in Addendum 3. d. Limited Use Programs. Terms of use for noncommercial, nonprofit, educational, or other limited -use programs are set forth in Addendum 4. 3.2 Evaluation and Beta Licenses. Products acquired under an evaluation license or under a Beta program are intended for evaluation and testing purposes only and not for commercial use. Any such use is at Licensee's own risk, and the Products do not qualify for Esri or distributor maintenance. ARTICLE 4—SCOPE OF USE 4.1 Permitted Uses a. For Products delivered to Licensee, Licensee may 1. Install and store Products on electronic storage device(s); 2. Make archival copies and routine computer backups; 3. Install and use a newer version of Software concurrently with the version to be replaced during a reasonable transition period not to exceed six (6) months, provided that the deployment of either version does not exceed Licensee's licensed quantity; thereafter, Licensee shall not use more Software in the aggregate than Licensee's total licensed quantity; 4. Move the Software in the licensed configuration to a replacement computer; and 5. Distribute to third parties Software and any associated Authorization Codes required for use of a Deployment License. b. Commercial Application Service Provider Use. Licensee may use the Product for Commercial ASP Use provided that Licensee (i) acquires a Commercial ASP Use license, or (ii) is a governmental or not-for-profit organization that operates a website or offers an Internet service on a cost recovery basis and not for profit. E204 Page 2 of 7 06/13/2014 c. Licensee may customize Software using any (i) macro or scripting language, (ii) published application programming interface (API), or (iii) source or object code libraries, but only to the extent that such customization is described in Documentation. d. Licensee may use, copy, or prepare derivative works of Documentation supplied in digital format and thereafter reproduce, display, and distribute the customized documentation only for Licensee's own internal use. Portions of Documentation supplied in digital format merged with other software and printed or digital documentation are subject to this License Agreement. Licensee shall include the following copyright attribution notice acknowledging the proprietary rights of Esri and its licensors: "Portions of this document include intellectual property of Esri and its licensors and are used herein under license. Copyright © [Licensee will insert the actual copyright date(s) from the source materials] Esri and its licensors. All rights reserved." e. Font Components. All fonts provided with a Product may be used with the authorized use of any Products. Esri fonts may also be separately used to print any output created by Products. Additional use restrictions for third -party fonts included with a Product are set forth in the font file itself. f. Consultant or Contractor Access. Subject to Section 3.1, Esri grants Licensee the right to permit Licensee's consultants or contractors to use the Products exclusively for Licensee's benefit. Licensee shall be solely responsible for compliance by consultants and contractors with this License Agreement and shall ensure that the consultant or contractor discontinues Product use upon completion of work for Licensee. Access to or use of Products by consultants or contractors not exclusively for Licensee's benefit is prohibited. g. Licensee may use, copy, reproduce, publish, publicly display, or redistribute map images and reports containing map images derived from the use of Esri Product(s) in hard copy or static, electronic formats (e.g., PDF, GIF, JPEG) to third parties subject to restrictions set forth in this License Agreement, provided that Licensee affixes an attribution statement to the map images acknowledging Esri and/or its applicable licensor(s) as the source of the portion(s) of the Data used for the map images. For avoidance of doubt, any data that is supplied or used by Licensee in its use of the Product(s) that is not Data shall be and remain the property of Licensee or its third -party licensor(s). 4.2 Uses Not Permitted. Except to the extent that applicable law prohibits or overrides these restrictions, or as provided herein, Licensee shall not a. Sell, rent, lease, sublicense, lend, time-share, assign, or use Products for Commercial ASP Use or service bureau purposes; b. Provide third parties with direct access to Products so that the third parties may use the Product directly, develop their own GIS applications, or create their own solutions in conjunction with the Product; c. Distribute Software, Data, or Online Services to third parties, in whole or in part, including, but not limited to, extensions, components, or DLLs; d. Distribute Authorization Codes to third parties; e. Reverse engineer, decompile, or disassemble Products; f. Make any attempt to circumvent the technological measure(s) that controls access to or use of Products; g. Store, cache, use, upload, distribute, or sublicense Content or otherwise use Products in violation of Esri's or a third party's rights, including intellectual property rights, privacy rights, nondiscrimination laws, or any other applicable law or government regulation; h. Remove or obscure any Esri (or its licensors') patent, copyright, trademark, proprietary rights notices, and/or legends contained in or affixed to any Product, Product output, metadata file, or online and/or hard -copy attribution page of any Data or Documentation delivered hereunder; i. Unbundle or independently use individual or component parts of Software, Online Services, or Data; j. Incorporate any portion of the Product into a product or service that competes with any Product; k. Publish or in any other way communicate the results of benchmark tests run on Beta without the prior written permission of Esri and its licensors; or 1. Use, incorporate, modify, distribute, provide access to, or combine any computer code provided with any Product in a manner that would subject such code or any part of the Product to open source license terms, which includes any license terms that require computer code to be (i) disclosed in source code form to third parties, (ii) licensed to third parties for the purpose of making derivative works, or (iii) redistributable to third parties at no charge. ARTICLE 5—TERM AND TERMINATION This License Agreement is effective upon acceptance. Licensee may terminate this License Agreement or any Product license at any time upon written notice to Esri. Either party may terminate this License Agreement or any license for a material E204 Page 3 of 7 06/13/2014 7.2 General Limitation of Liability. EXCEPT AS PROVIDED IN ARTICLE 8—INFRINGEMENT INDEMNITY, THE TOTAL CUMULATIVE LIABILITY OF ESRI AND ITS AUTHORIZED DISTRIBUTOR HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE FOR THE PRODUCTS THAT GIVE RISE TO THE CAUSE OF ACTION. 7.3 Applicability of Disclaimers and Limitations. The limitations of liability and disclaimers set forth in this License Agreement will apply regardless of whether Licensee has accepted Products or any other product or service delivered by Esri or its authorized distributor. The parties agree that Esri or its authorized distributor has set its fees and entered into this License Agreement in reliance on the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties, and that the same form an essential basis of the bargain between the parties. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING WARRANTIES, LIMITATIONS, AND EXCLUSIONS MAY NOT BE VALID IN SOME JURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION. LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY NOT BE WAIVED OR DISCLAIMED. ESRI DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW. ARTICLE 8—INFRINGEMENT INDEMNITY 8.1 Esri shall defend, indemnify as described below, and hold Licensee harmless from and against any loss, liability, cost, or expense, including reasonable attorneys' fees, arising out of any claims, actions, or demands by a third party alleging that Licensee's licensed use of Software or Online Services infringe a US patent, copyright, or trademark, provided a. Licensee promptly notifies Esri in writing of the claim; b. Licensee provides documents describing the allegations of infringement; c. Esri has sole control of the defense of any action and negotiation related to the defense or settlement of any claim; and d. Licensee reasonably cooperates in the defense of the claim at Esri's request and expense. 8.2 If Software or Online Services are found to infringe a US patent, copyright, or trademark, Esri, at its own expense, may either (i) obtain rights for Licensee to continue using the Software or Online Services or (ii) modify the allegedly infringing elements of Software or Online Services while maintaining substantially similar functionality. If neither alternative is commercially reasonable, the license shall terminate, and Licensee shall cease accessing infringing Online Services and shall uninstall and return to Esri or its authorized distributor any infringing item(s). Esri's entire liability shall then be to indemnify Licensee pursuant to Section 8.1 and (i) refund the Perpetual License fees paid by Licensee to Esri or its authorized distributor for the infringing items, prorated on a five (5) -year, straight-line depreciation basis beginning from the initial date of delivery, and (ii) for Term Licenses and maintenance, refund the unused portion of the fees paid. 8.3 Esri shall have no obligation to defend Licensee or to pay any resultant costs, damages, or attorneys' fees for any claims or demands alleging direct or contributory infringement to the extent arising out of (i) the combination or integration of Software or Online Services with a product, process, or system not supplied by Esri or specified by Esri in its Documentation; (ii) material alteration of Software or Online Services by anyone other than Esri or its subcontractors; or (iii) use of Software or Online Services after modifications have been provided by Esri for avoiding infringement or use after a return is ordered by Esri under Section 8.2. 8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI AND ITS AUTHORIZED DISTRIBUTOR WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ARTICLE 9—GENERAL PROVISIONS 9.1 Future Updates. Use of Products licensed under this License Agreement is covered by the terms and conditions contained herein. New or updated Products may require additional or revised terms of use under the then -current Esri License E204 Page 5 of 7 06/13/2014 Agreement. Esri will make new or revised terms of use available at http://www.esri.com/legal/software-license or provide notice of new or revised terms to Licensee. 9.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, reexport, import, transfer, release, or provide access to Products, Content, Licensee's Content, or Value -Added Applications to (i) any US embargoed country; (ii) any person on the US Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the US Commerce Department's Denied Persons List, Entity List, or Unverified List; or (iv) any person or entity or into any country where such export, reexport, access, or import violates any US, local, or other applicable import/export control laws or regulations including, but not limited to, the terms of any import/export license or license exemption and any amendments and supplemental additions to those import/export laws as they may occur from time to time. 9.3 Taxes and Fees, Shipping Charges. License fees quoted to Licensee are exclusive of any and all applicable taxes or fees, including, but not limited to, sales tax, use tax, value-added tax (VAT), customs, duties, or tariffs, and shipping and handling charges. 9.4 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. 9.5 Severability. The parties agree that if any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable. 9.6 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate Licensee's obligations under this License Agreement without Esri's and its authorized distributor's prior written consent, and any attempt to do so without consent shall be void. This License Agreement shall be binding on the respective successors and assigns of the parties to this License Agreement. Notwithstanding, a government contractor under contract to the government to deliver Products may assign this License Agreement and Products acquired for delivery to its government customer upon written notice to Esri, provided the government customer assents to the terms of this License Agreement. 9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement shall survive the expiration or termination of this License Agreement. 9.8 Equitable Relief. Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage and that, in the event of such breach, in addition to any and all remedies at law, Esri or its authorized distributor shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for relief. 9.9 US Government Licensee. The Products are commercial items, developed at private expense, provided to Licensee under this License Agreement. If Licensee is a US government entity or US government contractor, Esri licenses Products to Licensee in accordance with this License Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202. Esri Data and Online Services are licensed under the same DFARS Subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS. Products are subject to restrictions, and this License Agreement strictly governs Licensee's use, modification, performance, reproduction, release, display, or disclosure of Products. License provisions that are inconsistent with federal law will not apply. A US government Licensee may transfer Software to any of its facilities to which it transfers the computer(s) on which such Software is installed. If any court, arbitrator, or board holds that Licensee has greater rights to any portion of Products under applicable public procurement law, such rights shall extend only to the portions affected. 9.10 Governing Law, Arbitration a. Licensees in the United States of America, Its Territories, and Outlying Areas. This License Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to conflict of laws principles, except that US federal law shall govern in matters of intellectual property and for US government agency use. Except as provided in Section 9.8, any dispute arising out of or relating to this License Agreement or the breach thereof that cannot be settled through negotiation shall be finally settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in a court of competent jurisdiction. If Licensee is a US government agency, this License Agreement is subject to the E204 Page 6 of 7 06/13/2014 Contract Disputes Act of 1978, as amended (41 USC 601-613), in lieu of the arbitration provisions of this clause. This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. b. All Other Licensees. Except as provided in Section 9.8, any dispute arising out of or relating to this License Agreement or the breach thereof 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 English. The place of the arbitration shall be at an agreed-upon location. This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Either party shall, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute. 9.11 Maintenance. Maintenance for qualifying Products consists of updates and other benefits, such as access to technical support, specified in Esri's or its distributor's current applicable maintenance policy. 9.12 Feedback. Esri may freely use any feedback, suggestions, or requests for Product improvements that Licensee provides to Esri. 9.13 Patents. Licensee may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is based on or, incorporates any Esri technology or services. This express prohibition on patenting shall not apply to Licensee's software and technology except to the extent that Esri technology or services, or any portion thereof, are a part of any claim or preferred embodiment in a patent application or a similar application. 9.14 Entire Agreement. This License Agreement, including its incorporated documents, constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous license agreements, understandings, and arrangements between the parties relating to such subject matter. Additional or conflicting terms set forth in any purchase orders, invoices, or other standard form documents exchanged during the ordering process, other than product descriptions, quantities, pricing, and delivery instructions, are void and of no effect. Any modification(s) or amendment(s) to this License Agreement must be in writing and signed by each party. E204 Page 7 of 7 06/13/2014 � esri• Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953 EXHIBIT 1 SCOPE OF USE (E300 04/11/2016) ADDENDUM 1 SOFTWARE TERMS OF USE (E300-1) This Software Terms of Use Addendum ("Addendum I") sets forth the terms of Licensee's use of Software and includes the Licensee's existing master license agreement, if any, or the License Agreement found at http://www.esri.com/legal/software- license (as applicable, the "License Agreement"), which is incorporated by reference. This Addendum 1 takes precedence over conflicting General License Terms and Conditions of the License Agreement. SECTION 1—DEFINITIONS Software may be offered under the following license types as set forth in the applicable sales quotation, purchase order, or other document identifying the Products that Licensee orders: 1. "Concurrent Use License" means a license to install and use the Product on computer(s) on a network, but the number of simultaneous users may not exceed the number of licenses acquired. A Concurrent Use License includes the right to run passive failover instances of Concurrent Use License management software in a separate operating system environment for temporary failover support. 2. "Deployment Server License" means a full use license that authorizes Licensee to install and use the Software for all uses permitted in the License Agreement and as described in the Documentation. 3. "Development Server License" means a license that authorizes Licensee to install and use the Software to build and test Value -Added Applications as described in the Documentation. 4. "Esri Client Software" means ArcGIS Runtime apps, ArcGIS for Desktop, and ArcGIS API for Flex apps. 5. "Esri Content Package" means a digital file containing ArcGIS Online basemap content (e.g., raster map tiles, images, vector data) extracted from the ArcGIS Online Basemap Services. 6. "Named User" means Licensee's employee, agent, consultant or contractor to whom Licensee has assigned a unique, secure named user login credential that enables access to a Product that requires such credential in order to use credential -managed capabilities within a Product for Licensee's exclusive benefit. For educational use, Named Users may include registered students. 7. "Perpetual License" means a license to use a version of the Product, for which applicable license fees have been paid, indefinitely, unless terminated by Esri or Licensee as authorized under this Agreement. 8. "Personal Use" means personal, noncommercial use by an individual User. Personal Use excludes use for the benefit of any third party, including commercial, educational, governmental or non-profit entities. 9. "Single Use License" means a license that allows Licensee to permit a single authorized end user to install and use the Product on a single computer for use by that end user on the computer on which the Product is installed. Licensee may permit the single authorized end user to install a second copy for end user's exclusive use on a second computer as long as only one (1) copy of Product is in use at any time. No other end user may use Product under the same license at the same time for any other purpose. 10. "Staging Server License" means a license that authorizes Licensee to install and use the Software for the following purposes: building and testing Value -Added Applications and map caches; conducting user acceptance testing, performance testing, and load testing of other third -party software; staging new commercial data updates; and training activities as described in the Documentation. Value -Added Applications and map caches can be used with Development and Deployment Servers. 11. "Term License" means a license or access provided for use of a Product for a limited time period ("Term") or on a subscription or transaction basis. E300 Page 1 of 16 04/11/2016 SECTION 2 -TERMS OF USE FOR SPECIFIC SOFTWARE The following table is a list of Esri Products that have specific terms of use in addition to the general terms of use as set forth in the General License Terms and Conditions of the License Agreement. Additional terms of use are listed immediately below this table and are referenced by number(s), shown in parentheses, immediately following each Product name in the following table (in some cases, the additional terms of use referenced may be found in a separate Addendum, as noted): Desktop Products • ArcGIS for Desktop (Advanced, Standard, or Basic) (26; Addendum 2, Note 1; Addendum 2, Note 6) • ArcGIS Earth (65; Addendum 2, Note 1) • ArcGIS Explorer Desktop (20; Addendum 2, Note 1) • ArcGIS for AutoCAD (20) • ArcPad (12; 13; Addendum 2, Note 1; Addendum 2, Note 2) • ArcReader (20; Addendum 2, Note 1) • Esri Business Analyst (Addendum 2, Note 1; Addendum 2, Note 4) • ArcGIS for Windows Mobile (15; 54; Addendum 2, Note 1 • ArcGIS for iOS; ArcGIS for Windows Phone; ArcGIS for Android (Addendum 2, Note 1) • ArcGIS for Personal Use (3; Addendum 2, Note 1) Server Products • ArcGIS for Server - Workgroup (28; 29; 30; 32; 38; 39; Addendum 2, Note 1; Addendum 2, Note 6) - Enterprise (31; 38; 39; Addendum 2, Note 1, Addendum 2, Note 6) - with Virtual Cloud Infrastructure (10; Addendum 3 -Common Terms) • ArcGIS for Server Extension - ArcGIS for INSPIRE (Addendum 2, Note 1) - ArcGIS for Maritime: Server (2) • Esri Business Analyst for Server - Workgroup (28; 29; 30; 31; 39; Addendum 2, Note 1; Addendum 2, Note 4) - Enterprise (31; 39; Addendum 2, Note 1; Addendum 2, Note 4) • Portal for ArcGIS (21; 31; Addendum 2, Note 1) • Esri Tracking Server (3 1) Notes: Developer Tools • AppStudio for ArcGIS Standard (11, 16, 19) • ArcGIS Runtime SDK for Android, iOS, Java, Mac OS X, Microsoft .NET Framework (Windows [desktop], Windows Phone, Windows Store), Qt, or WPF (16; 19; Addendum 2, Note 1) • ArcGIS Runtime Standard Level for Android, iOS, Java, Mac OS X, Microsoft .NET Framework (Windows [desktop], Windows Phone, Windows Store), Qt, or WPF (15; 18; Addendum 2, Note 1) • ArcGIS Engine Developer Kit and Extensions (16, 19; 22,26) • ArcGIS Engine for Windows/Linux and Extensions (15; 22; 26; Addendum 2, Note 1; Addendum 2, Note 6 • ArcGIS Web Mapping (including ArcGIS API for JavaScript/HTML5, ArcGIS API for Flex, ArcGIS API for Microsoft Silverlight) (15; 16; 64; 66; Addendum 2, Note 1) • Esri Business Analyst Server Developer (Addendum 2, Note 1; Addendum 2, Note 41 • Esri Developer Network (EDN) Software and Data (24; 26; Addendum 2, Note 6) • Esri File Geodatabase API (47) Bundled Products • ArcGIS for Transportation Analytics (I; Addendum 2. Note 1; Addendum 2, Note 2; Addendum 2, Note 11) Other • Navigator for ArcGIS (14) • If you do not license any of the Products in the table above, these additional terms of use do not apply to you. • Additional terms of use for Products ONLY APPLY to the Products that reference them by number in the table above. • Unless otherwise noted in the applicable Ordering Document, extensions to Software follow the same scope of use as that granted for the corresponding Software. Additional Terms of Use for Products listed above: 1. Licensee may use the Software, Data, and Online Services included in ArcGIS for Transportation Analytics solely for direct support of fleet operations. No other use of ArcGIS for Transportation Analytics or the individual components that are part of ArcGIS for Transportation Analytics is permitted. This restriction does not apply to the E300 Page 2 of 16 04/11/2016 ArcGIS Online for Organizations account included with ArcGIS for Transportation Analytics. The ArcGIS Online for Organizations account can be used for any purpose subject to the terms of this License Agreement. 2. Not for use in navigation. 3. Licensed for Personal Use only. 4-9. Reserved. 10. Licensee will provide information or other materials related to its content (including copies of any client -side applications) as reasonably requested to verify Licensee's compliance with this License Agreement. Esri may monitor the external interfaces (e.g., ports) of Licensee's content to verify Licensee's compliance with this License Agreement. Licensee will not block or interfere with such monitoring, but Licensee may use encryption technology or firewalls to help keep its content confidential. Licensee will reasonably cooperate with Esri to identify the source of any problem with the ArcGIS for Server with Virtual Cloud Infrastructure services that may reasonably be attributed to Licensee's content or any end-user materials that Licensee controls. 11. Applications built with AppStudio for ArcGIS Standard are subject to the terms of use for ArcGIS Runtime Standard Level. 12. May be used for navigational purposes only 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. May be used for navigational purposes. 15. Licensed as a Deployment License, subject to Article 3, Section 3.1 of the General License Terms and Conditions. 16. Licensee may use the SDKs or APIs to create Value -Added Applications and distribute and license those Value - Added Applications to its end users to use the Value -Added Applications anywhere not prohibited under export regulation subject to Article 3, Section 3.1 of the General License Terms and Conditions. 17. Reserved. 18. The Deployment License is per Value -Added Application per computer. 19. License may not be used to develop Internet or server -based Value -Added Applications. 20. Licensee may reproduce and distribute the Software provided all the following occur: a. The Software is reproduced and distributed in its entirety; b. A license agreement accompanies each copy of the Software that protects the Software to the same extent as this 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 may build a Value -Added Application(s) for use by Licensee's Named Users. a. Licensee may not embed a Named User credential into a Value -Added Application. Licensee may not embed or use App Login Credentials in Value -Added Applications. Value -Added Applications require Named User login credentials. 22. a. An end user must license either ArcGIS Engine for Windows/Linux Software or other ArcGIS for Desktop Software (Basic, Standard, or Advanced) to obtain the right to run an ArcGIS Engine application on one (1) computer; and b. The ArcGIS Engine for Windows/Linux extensions shall not be used in combination with ArcGIS for Desktop Software to run ArcGIS Engine Value -Added Applications. A single user can have multiple ArcGIS Engine Value -Added Applications installed on one (1) computer for use only by that end user. 23. Reserved. 24. EDN Software may be used only for the purposes of development, testing, and demonstration of a prototype Value - Added Application and creating map caches. Value -Added Applications and map caches can be used with Staging and Deployment Servers. EDN server Software and Data may be installed on multiple computers for use by any Licensee EDN developer; all other EDN Software is licensed as a Single Use License. 25. Reserved. 26. An ArcSDE Personal Edition geodatabase is restricted to ten (10) gigabytes of Licensee's data. 27. Reserved. E300 Page 3 of 16 04/11/2016 ADDENDUM 2 DATA TERMS OF USE (E300-2) This Data Terms of Use Addendum ("Addendum 2") sets forth the terms of Licensee's use of Data and includes Licensee's existing master license agreement, if any, or the License Agreement found at http://www.esri.com/legal/software-license (as applicable, the "License Agreement"), which is incorporated by reference. This Addendum 2 takes precedence over conflicting General License Terms and Conditions of the License Agreement. Esri reserves the right to modify the Data terms of use referenced below at any time. For Data licensed through a subscription, Licensee may cancel the subscription upon written notice to Esri or discontinue use of the Data, as applicable. If Licensee continues to use the Data, Licensee will be deemed to have accepted the modification. Data terms of use are set forth in the notes referenced below: SECTION 1—GENERAL RESTRICTIONS ON USE OF DATA In addition to the restrictions set forth in Article 4.2 of the License Agreement, the following restrictions apply to use of Data by Licensee and Licensee's end users (collectively, "Users"). Any use of Data that is not expressly authorized in Section 2 or elsewhere in the License Agreement is strictly prohibited. Without limiting the generality of the foregoing, Licensee shall ensure Users are prohibited from (i) cobranding Data, (ii) using the Data in any unauthorized service or product, or (iii) offering Data through or on behalf of any third party. SECTION 2—SPECIFIC TERMS OF USE FOR DATA The following table is a list of Esri Products that have specific terms of use in addition to the general terms of use as set forth in the General License Terms and Conditions of the License Agreement. Additional terms of use are listed immediately below this table and are referenced by number(s), shown in parenthesis, immediately following each Product name in the following table: • ArcGIS Online Data (1) • Business Analyst Data (4, 10) • StreetMap Premium for ArcGIS (2) • Demographic, Consumer, and Business Data ("Esri • StreetMap for Windows Mobile (2) Data") (5, 10) • StreetMap for ArcPad (2) • Data and Maps for ArcGIS (6) • StreetMap Premium for ArcGIS for Transportation • Esri MapStudio Data (9) Analytics (2; Addendum 1, Note 1) • World Geocoder for ArcGIS Basic (7) • HERE Traffic Data (11; Addendum 1, Note 1) • Data Appliance for ArcGIS (3) Notes: If you do not license any of the Products in the table above, these additional terms of use do not apply to you. Additional terms of use for Products ONLY APPLY to the Products that reference them, by number, in the table above. Additional Terms of Use for Products listed above: 1. ArcGIS Online Data: Software and Online Services that reference this note enable access to ArcGIS Online Data. ArcGIS Online Data is provided for use solely in conjunction with Licensee's authorized use of Esri Software and Online Services. Use of ArcGIS Online Data that is accessible through non -fee-based ArcGIS Online accounts may be subject to usage limits. Basemap Data and Geocode Search Transactions: Licensee may take basemap data offline through Esri content packages and subsequently delivered (transferred) to any device for use exclusively with licensed ArcGIS Runtime apps, ArcGIS for Desktop, and ArcGIS API for Flex apps. Basemap data is subject to an aggregate limit of fifty million (50,000,000) transactions during any twelve (12) - month period. Transactions include both basemap data and geocode search transactions. One basemap data transaction is equivalent to eight 256x256 tile requests. One geocode search transaction is equivalent to one address E300 Page 5 of 16 04/11/2016 or place. If the results are stored in any manner such as after batch geocoding, the stored results are not counted towards the transaction limit. However, storage does consume service credits. Licensee may use Data accessed through ArcGIS Online as permitted under the terms of the URLs referenced below: a. HERE data is subject to the terms of use at http://www.esri.com/supplierterms-HERE. b. Tele Atlas/TomTom data is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/le ag_l/pdfs/i9792-teleatlas use data pd£ c. BODC bathymetry data is subject to the terms of use found at http://www.esri.com/terms-of-use-bodc. d. MB -Research GmbH (MBR) Data: Users are prohibited from (i) using MBR Data, including, without limitation, European demographic data, consumer demand data, and postal and geographic boundaries, for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from any database or other compilation of information that is sold, rented, published, furnished, or in any manner provided to a third party or (ii) modifying or otherwise altering MBR Data without MBR's prior written consent, such consent to be granted or withheld at MBR's sole discretion. 2. StreetMap Premium for ArcGIS: StreetMap for ArcGIS for Windows Mobile; StreetMap for ArcPad; StreetMap Premium for ArcGIS for Transportation Analytics: These Products, collectively referred to as "StreetMap Data," may be used for mapping, geocoding, and point-to-point routing purposes but are not licensed for dynamic, real-time routing guidance. For instance, StreetMap Data 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. StreetMap Data may not be used to perform synchronized multivehicle routing or route optimization. StreetMap Data acquired for use with ArcGIS for Desktop, ArcGIS for Server, ArcPad, or ArcGIS for Transportation Analytics may only be used with the Product for which the StreetMap Data was acquired, and may not be used with any other Product. StreetMap for Windows Mobile Data is licensed for use solely on mobile devices or in conjunction with ArcGIS for Mobile applications. StreetMap Data may include data from either of the following sources: a. HERE data is subject to the terms of use at http://www.esri.com/supplierterms-HERE. HERE data, when licensed for use in StreetMap Premium for ArcGIS for Transportation Analytics, permits tracking, synchronized multivehicle routing, and route optimization. b. Tele Atlas/TomTom data is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/le alg /pdfs/j9792-teleatlas use data pdf. Data Appliance for ArcGIS: Data provided with Data Appliance is subject to the following additional terms of use: a. HERE data is subject to the terms of use at-hqp://www.esri.com/supplierterms-HERE. b. Tele Atlas/TomTom data is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/j9792-teleatlas use data pd£ c. Data from i -cubed is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/legal/vdfs/i9946- icubed.1df d. BODC bathymetry data is subject to the terms of use found at http://www.esri.com/terms-of-use-bodc Business Analyst Data: Business Analyst Data is provided with Esri Business Analyst (Server, Desktop). The Data is subject to the following additional terms of use: a. The Data is provided for Licensee's internal business use solely in connection with Licensee's authorized use of Software. Subject to Addendum 2, Note 10, Business Analyst Data, including derivative products (e.g., geocodes), are restricted for use only in conjunction with the respective Business Analyst extension. If Licensee orders a license for Esri Business Analyst or Business Analyst (Canadian Edition) with a subset of the national dataset (i.e., Region, State, Local), Licensee may use only the licensed subset, not any other portion of the national dataset. b. Business Analyst Data provided with Business Analyst for Server may not be cached or downloaded by client applications and devices. Infogroup data is subject to the following terms of use: the Infogroup database not expressly authorized in this limiting the generality of the foregoing, Users are expn "Users" means end users of Esri Software. Any use of License Agreement is strictly prohibited. Without ,ssly prohibited from (i) sublicensing or reselling the E300 Page 6 of 16 04/11/2016 Infogroup database; (ii) using or allowing third parties to use the Infogroup database for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from any mailing list, geographic or trade directories, business directories, classified directories, classified advertising, or other compilation of information that is sold, rented, published, furnished, or in any manner provided to a third party; (iii) using the Infogroup database in any service or product not specifically authorized in this License Agreement or offering it through any third party; (iv) disassembling, decompiling, reverse engineering, modifying, or otherwise altering the Infogroup database or any part thereof without Infogroup's prior written consent, such consent to be granted or withheld at Infogroup's sole discretion; or (v) using the Infogroup database for any direct marketing purposes. d. HERE data is subject to the terms of use at hqp://www.esri.com/supplierterms-HERE. e. Tele Atlas/TomTom data is subject to the terms of use at hqp•//www esri com/–/media/Files/Pdfs/legal/12dfs/j9792-teleatlas use data.pdf. f. MBR Data: Users are prohibited from (i) using MBR Data, including, without limitation, European demographic data, consumer demand data, and postal and geographic boundaries, for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from any database or other compilation of information that is sold, rented, published, furnished, or in any manner provided to a third party or (ii) modifying, or otherwise altering MBR Data without MBR's prior written consent, such consent to be granted or withheld at MBR's sole discretion. g. D&B Data: May not be used for direct mailing or direct marketing purposes. 5. Demographic, Consumer, and Business Data ("Esri Data'): This Data category includes the Updated Demographic Database, Census Data, American Community Survey (ACS) Data, Consumer Spending, Business, Retail MarketPlace, Tapestry Segmentation, Market Potential, Crime Index, Major Shopping Center, Traffic Count, and Banking datasets. Esri Data may be used independently of Software or Online Services. Each dataset is available under one or more of the following license types: • Single Use: Permits access by a single user to access the data for development or internal use on a desktop computer or server. No Internet access is permitted. • Internal Site/Server—Known User: Permits access by named (known) users for Licensee's internal use. Web access by those Named Users is permitted. • Public website (noncommercial)—Constituent-Served Model: Permits a municipal government Licensee to use the Data in an externally facing Value -Added Application serving a defined population, provided Licensee does not generate revenue from such use. • Public website (commercial) Known User: Permits Licensee to use the Data in an externally facing Value - Added Application for use by Named Users and to generate revenue from such Value -Added Application. • Public website (commercial) Anonymous User: Permits Licensee to use the Data in an externally facing Value -Added Application for general use and to generate revenue from such Value -Added Application. 6. Data and Maps for ArcGIS: The Data is available to licensed users of ArcGIS for Desktop, ArcGIS for Server, and ArcGIS Online. Data and Maps for ArcGIS is provided for use solely in conjunction with authorized use of ArcGIS for Desktop, ArcGIS for Server, and ArcGIS Online. a. Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at http://www.esri.com/lep,al/redistribution-rights, in the Help system, or in supporting metadata files, subject to the specific attribution descriptions and requirements for the dataset accessed. b. StreetMap Data 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. 7. Limited to 250,000,000 geocodes during the term of the subscription. 8. Reserved. 9. MapStudio Data: Use of this Data is subject to the following terms and conditions: a. HERE data is subject to the terms of use at httn://www.esri.com/supplierterms-HERE. b. Tele Atlas/TomTom data is subject to the terms of use at http•//www esri com/–/media/Files/Pdfs/leg_al/pdfs/j9792-teleatias use data.pdf. E300 Page 7 of 16 04/11/2016 CONTRACT REVIEW FORM 1 (� I C) (o CONTRACT WITH: ESRI - Environmental Systems Research Institute, Inc. (Contractor) CONTRACT FOR: Small Government Enterprise License TERM: 3 yr. COUNTY DEPARTMENT: Central Services For More Information Contact: Doug Noltemeier Contact Phone: ext 148 RETURN TO: Renee RETURN BY: 6/17/2016 AMOUNT: $ 114,450.00 PROCESS: Exempt from Bid Process Consultant Selection Process Revenue: Expenditure: X Cooperative Purchase Matching Funds Required: Competitive Sealed Bid Source(s) of Matching Funds: Small Works Roster Vendor List Bid RFP or RFQ Step 1: REVIEW BY RISK MA 1G Review by: /0 6ce'IrC- Date Reviewed: APPROVED FORM Returned for revision (see comments) !Comments: Step 2: REVIEW BY PROSECUTING ATTORNEY Review by: 6 L1V i� P � � Date Reviewed: APPROVED AS TO FORM Co ts: - 9 -- zo ) Returned for revision (See comments) Step 3: DEPARTMENT MAKES REVISIONS %0%0111 v v 6X-1 Have contractor sign appropriate number of originals. JEFFERSON COUNTY g PROSECUTING ATTORNEY Step 4: SUBMIT TO PROSECUTING ATTORNEY FOR FINAL SIGN OFF Step 5: SUBMIT TO BOCC FOR APPROVAL Submit original Contract and Agenda Request Form along with 6 copies of Contract and Review Form. Place "Sign Here" markers on all places the BOCC needs to sign. MUST be submitted to BOCC Office by 4:30 p.m. TUESDAY for the following Monday's agenda. (This form to stay with contract throughout the contract review process.)