The URL can be used to link to this page

Browse Search

Home My WebLink About20120983.tiff Amendment No. 1 to Enterprise License Agreement (Agreement) Between County of Weld, Colorado (Licensee) and Environmental Systems Research Institute, Inc. (Esri) Esri Agreement No. 2009ELA1866 This Amendment 1 revises, extends and modifies that certain Limited Term Enterprise License (2009ELA7675), originally executed between Esri and Licensee on April 27, 2009, (the "ELA"). This Amendment No. 1 is effective April 28, 2012 and modifies Agreement 2009ELA1866 as follows: The ELA grants Licensee certain rights to use specific Esri Software, Data, Web Services, and Documentation for a limited, fixed period ("Term License") beginning on April 28, 2012 ( "Effective Date") through April 27, 2015 and provides tailored maintenance subject to payment of fees and the terms of the ELA. 1. Should there be a conflict between the terms and conditions of the attached documents that comprise this ELA, the order of precedence for the documents shall be : (i) the ELA Terms and Conditions, (ii) Exhibit 1—Scope of Use (E300, 2/27/2012), and (iii) ELA Quotation number 20401717 attached hereto. 2. The ELA is hereby amended by deleting all references therein to "ESRI" and replacing such deleted references with "Esri". All references to "distributor" or"Distributor" are hereby deleted. 3. Enterprise Software Schedule is hereby added to the ELA as Term licenses as follows: ENTERPRISE SOFTWARE SCHEDULE Unlimited Quantities ArcGIS Server Extensions 3D, Schematics, Geostatistical, ArcGIS Workflow ArGIS Desktop Software Manager, Network, Image, and Spatial Arclnfo (Single and Concurrent Use) ArcEditor (Single and Concurrent Use) Developer ArcView (Single and Concurrent Use) ArcGIS Engine Runtime ArcGIS Engine Runtime Extensions: ArcGIS Desktop Extensions 3D, Spatial, Geodatabase Update, Network, 3D Analyst, Spatial Analyst, Network Analyst, Schematics, and Maplex Geostatistical Analyst, ArcScan, Data Reviewer, Publisher, Maplex for ArcGIS, Schematics, and Workflow Manager (Single and Concurrent Use) Limited Quantities One (1)Annual Subscription to Esri Developer ArcGIS Server Software Network (EDN) for each year. Server Workgroup and Enterprise One (1) Esri CityEngine Advanced Single Use (Advanced, Standard, and Basic) License ArcIMS 1 0 nr1 -Fo - 14 . 4 l u -la 2012-0983 /,C OO.9 ZLA 1866/DS 1 OTHER BENEFITS Number of Esri International User Conference Registrations provided annually 4 Number of Tier 1 Help Desk Individuals authorized to call Esri 4 4. Article 1—Definitions: The definitions for "ELA Fee" , "ELA Quotation", "Enterprise Software" are hereby deleted in their entirety and replaced as follows: • "ELA Fee" means the fee set forth in ELA Quotation, attached hereto and incorporated by this reference. • "ELA Quotation" means the Esri quote number 20401717, attached hereto containing the ELA Fee and annual payment schedule. • "Enterprise Software" means the items identified Enterprise Software Schedule deployed under the ELA. The following definition is hereby added to this Article 1. • "Term License" means licenses provided for use during a fixed or limited time period concurrent with the term of this ELA. 5. Article 3--Grant of License is hereby deleted in its entirety and replaced with the following: 3.1 Grant of License. Subject to the terms and conditions of this ELA, Esri grants to Licensee a personal, nonexclusive, nontransferable Term License solely to a. Use, copy, and Deploy quantities of Enterprise Software as defined in the Enterprise Software Schedule of this ELA for Licensee's own internal use for a term concurrent with this ELA. b. Access and use any secure Esri website resources made available to Licensee for Licensee's internal use, provided that Licensee follows Esri's terms of use policy specified therein. All password or controlled access information provided by Esri shall be treated as Esri confidential information. c. Use Enterprise Software in accordance with Exhibit 1—Scope of Use, provided that all licenses are Term Licenses. 3.2 Consultant Access. Subject to Section 3.1, Licensee may provide access to and use of the Enterprise Software to any consultant or contractor of Licensee, provided consultants' and contractors' access to and use of the Enterprise Software is for the sole benefit of Licensee while (i) working on-site at Licensee's facilities, (ii) remotely accessing or using Enterprise Software from Licensee's on-site computers or machines, or (iii) remotely accessing or using Enterprise Software from a third party's computers or machines under contract to Licensee. Licensee shall be responsible for compliance by consultants or contractors with the terms and conditions of this ELA. Licensee shall require consultants and contractors to discontinue access to and use of Enterprise Software upon completion of work for Licensee. 6. Article 6--Limited Warranties and Disclaimers: Section 6.3 is deleted in its entirety and replaced with the following: 6.3 Special Disclaimer. SAMPLES, PATCHES, AND HOT FIXES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SAMPLES, PATCHES, AND HOT FIXES. CA2008-ELA 1488-A 1/DS 2 3/8/12 7. Article 9—General Provisions: Section 9.1 is deleted in its entirety and replaced with the following: 9.1 Future Versions/Updates. Esri reserves the right to update the Small Municipal and County Enterprise Software program suite. Licensee may continue to use all Enterprise Software that has been Deployed, but support and upgrades for deleted items may not be available. As new Enterprise Software is incorporated into the standard program, it will be offered to Licensee via written notice for incorporation into the Enterprise Software Schedule at no additional charge. New or updated Enterprise Software may require additional or revised terms and conditions. The terms and conditions subject to revision are limited to Article 1—Definitions, Article 4—Scope of Use, and Exhibit 1—Scope of Use (E300) or any term as required by law. Esri may provide notice of the additional terms or revisions to Licensee in writing or by posting them on Esri's website at www.esri.com/legal. The additional terms or revisions shall be incorporated into this ELA upon use of the updated or new Enterprise Software. Should Licensee reject the additional terms or revisions, then Licensee shall not install or use the revised, updated, or new Enterprise Software. Note: A current, (as of the Effective Date) Scope of Use---Exhibit 1, dtd 2/27/ 2012 is attached and incorporated to this ELA. 8. Article 10—ELA Maintenance: Section 10.b is deleted in its entirety and replaced with the following: b. Tier 2 Support Provided by Esri. (1) Esri shall log all calls received from the Tier 1 Help Desk individuals. (2) Esri shall review all information collected by and received from Tier 1 Help Desk individuals including preliminary documented troubleshooting provided by Tier 1 Help Desk when Tier 2 Support is required. (3) Esri may request that the Tier 1 Help Desk individuals provide verification of information, additional information, or answers to additional questions to supplement any preliminary information gathering or troubleshooting performed by Tier 1 Help Desk. (4) Esri shall attempt to resolve a reported incident by assisting Tier 1 Help Desk individuals. (5) When a reported incident is resolved, Esri shall communicate the resolution to the Tier 1 Help Desk individuals, and the Tier 1 Help Desk shall disseminate the resolution to Licensee. The following paragraph is hereby added to this Article 10 as Section "c." c. Tier 2 Support Limitation Only Enterprise Software will be provided ELA maintenance under the ELA. Licensee may acquire maintenance for all other Software outside of this ELA. 9. Article 11—Ordering, Administrative Procedures, Delivery and Deployment, Section 11.1 is hereby deleted in its entirety and replaced with the following: 11.1 Orders, Delivery, and Deployment a. Licensee shall issue an Order upon execution of this ELA and annually thereafter in accordance with the ELA Quotation. Payment shall be due and payable within thirty (30) days of the anniversary date of the Effective Date, with the initial payment due within thirty (30) days of execution of this ELA. Esri's Federal ID Number is 95-2775-732. b. Upon receipt of the initial Order from Licensee, Esri shall authorize download of the Enterprise Software to Licensee for its Deployment activities. If requested, Esri will ship backup media to the ship-to address identified on the Order, 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 license fees to be subject to taxes. Licensee acknowledges that should such taxes become due, Esri has a right to invoice and Licensee agrees to pay any such CA2008-ELA 1488-A 1/DS 3 3/8/12 sales or use tax associated with its receipt of tangible media. c. Esri shall provide registration numbers or keycodes, as applicable, to activate the nondestructive copy protection program that enables the Enterprise Software to operate. d. Licensee shall Deploy, install, configure, and track the Deployment status of the Enterprise Software. 10. Article 13—Administrative Requirements, Section 13.4 is hereby added as follows: 13.4 The first year ELA fee is due and payable within thirty (30) days of Agreement signature by Licensee. The second and third year payments are due within thirty (30) days of each anniversary date of the ELA Except as modified by this Amendment 1, all other terms and conditions in the Agreement shall remain in full force and effect, and shall continue to constitute the sole and entire agreement between the parties hereto. In Witness Whereof, Esri and Licensee have, through duly authorized representatives, entered into this agreement. The parties having read and understand the foregoing terms do by their respective signatures below hereby agree to the terms in this Amendment No. 1. COUNTY OF WELD, COLORADO (Licensee) ENVIRONM- T TEM RESEARC. IN � t, IN (Esri) Signature: �� Signature: Printed Name: Sean P. Conway Printed Name: Chri- Johnson Title: Chair, Board of Weld County CommissionersTitle: Mana er, Do estic Contracts Date: APR 16 2012 Date: L 2d/2- ACKNOWLEDGEMENT State of , County of Signed or attested before me this day of , 20_, (Notary Seal) by j Document description: Notary Public Signatur Notary Public Name My corn ' n expires: CA2008-ELA 1488-A 1/DS 4 3/8/12 oe/a7 -e 9J'$ CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1189 State of California County of San Bernardino 1l On 49n1 it ) Z012- before me, Jessica M. Lund, Notary Public Date Here Insert Name and Title of the Officer personally appeared CH IQ-t S lTd H N So fJ Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/Ise/thell authorized capacity(iee), and that by - - - - his/her/their signatures) on the instrument the •.,,• JESSICA M. LUND person(sp, or the entity upon behalf of which the " ,/, COMM. #1947672 person(s)acted, executed the instrument. '% ' NOTARY PUBLIC-CALIFORNIA 8 `,21,/ SAN-BERNARDINO COUNTY .; • �MyCamm.ExpiresSeqenter8,2015 I certify under PENALTY OF PERJURY under the law : •e State of California that the . .oing ragraph i rue and correct. WITNESS my h . d official •j-al. I . I f Signature: Place Notary Seal Above OPTI Sig +tore of No=ry`ublic T A Though the information below is not required by law, it may prove vale able I.persons relying .n the doc ment and could prevent fraudulent removal and reattachment oft 's for to another docu ent. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer — Title(s): ! Corporate Officer — Title(s): ❑ Individual RIGHT THUMBPRINT ❑ Individual RIGHT THUMBPRINT OF SIGNER OF SIGNER ❑ Partner — ❑Limited ❑General Top of thumb here ❑Partner — ❑ Limited ❑General Top of thumb here ❑ Attorney in Fact E Attorney in Fact ❑ Trustee ❑Trustee ❑ Guardian or Conservator U Guardian or Conservator ❑ Other: ❑Other: Signer Is Representing: Signer Is Representing:. rw�x; uc+ w•:w 'w (9 2010 National Notary Association•NationalNotary_org•1-800-US NOTARY(1.600-676.6027) Item#5907 • EXHIBIT 1 esri• SCOPE OF USE (E300M 02/27/2012) Esri,380 New York St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953 The scope of use for the Software,Data,and Web Services identified below is described in the applicable footnotes identified in parentheses. Software • Esri Business Analyst Server • ArcExplorer—Java and Windows Editions(20 and 25) — Workgroup(either 3,4,or 5 and 8,9,21,25,28,29,31,33, • ArcGIS API for iOS,Windows Phone,or Android(1, 16,25,and 39,40,45,and 48) 33) — Enterprise(either 3,4,or 5 and 8,9,21,25,27,31,33,39,40, • ArcGIS Desktop 45,and 48) — Arclnfo(either I or 2 and 25,26,33,44,and 45) • Esri Business Analyst Server(Canadian Edition)(either 3,4,or 5 — ArcEditor(either 1 or 2 and 25,26,33,44,and 45) and 8,9,21,25,27,31,33,36,39,40,and 45) — ArcView(either 1 or 2 and 25,33,44,and 45) • Esri Business Analyst Server Developer(3,6,25,33,35,and 51) • ArcG1S Desktop Extensions(7) • Esri Business Analyst Server Developer(Canadian Edition)(3,6, • ArcGIS Engine Developer Kit and Extensions(I, 14, 15,22,25, 25,33,35,36,and 51) 26,and 43) • Esri CityEngine(either 1 or 2 and 44) • ArcGIS Engine Runtime and Extensions(either 1 or 2 and 15,22, • Esri Defense Mapping(either 1 or 2) 25,26,and 33) • Esri Developer Network(EDN)Software,Web Services,and • ArcGIS Explorer(20,25,and 33) Data(6,7,24,25,26,33,34,and 35) • ArcGIS for AutoCAD(1,20,and 25) • Esri File Geodatabase API(47) • ArcGIS for iOS,(1,25,and 33) • Esri Maps for IBM Cognos(5 and either 49 or 53) • ArcGIS Mobile Deployments(l, 15, 16,25,33,and 54) • Esri Nautical Solution(either I or 2) • ArcGIS Runtime(1, 15,18,33,35,and 59) • Esri Production Mapping(either 1 or 2) • ArcGIS Runtime SDK(1, 15,18,33,35,and 60) • Geoportal Clients for ArcGIS(7,20,and 52) • ArcGIS Server • MapObjects—Java Edition(1,5,8, 15,18,and 19) — Workgroup(either 3 or 5 and 8,9,25,28,29,30,32,33,38, • MapObjects LT(1, 14,and 16) 39,40,and 45;if licensed as a Term License,6 will also apply) • MapObjects—Windows Edition(1, 14, 15, 16,and 18) — Enterprise(either 3,4,or 5 and 8,9,25,27,31,33,38,39,40, • MOLE(I) and 45;if licensed as a Term License,6 will also apply) • NetEngine Internet(5) > Cloud Bundle(6 and 33) • Portal for ArcGIS(5,6,31,33,61,62,and 63) • ArcGIS Server Extensions • Tracking Server(either 4 or 5 and 31) — ArcGIS for INSPIRE(7,8,33,and 35) Web Services — ArcGIS Server Geoportal Extension(either 3,4,or 5 and 7 and • ArcGIS Online Services(6,25,33,34,and 35) 52) • Esri Business Analyst Online(6,25,33,48,56,57,and 58) — ArcGIS Server Image Extension(7,8,and 42) • Esri Business Analyst Online Mobile(1,6,25,33,48,56,57,and — ArcGIS Server Image Extension Service Editor(1) 58) — Other Extensions(7) • Esri Community Analyst(6,25,33,48,56,57,and 58) • ArcG1S Web Mapping(including SharePoint,JavaScript,Adobe • Esri MapStudio(6,25,33,34,35,50,and 56) Flex,Microsoft Silverlight/WPF,SOAP,and REST)(6,33,and • Esri Redistricting Online(6,25,33,34,and 35) 35) • ArcIMS Data — ArcIMS and Extensions(either 3,4.or 5 and 8, 10,31,and • Data with ArcGIS Data Appliance(6,23,25,and 41) 45) • Esri Address Coder(either 1,2,or 5 and 21,22,25,and 48) • ArcLogistics • Esri Business Analyst(Canadian Edition)Data(either 1 or 2 and — Desktop(1 and 25) 6,21,25,33,36,and 45) — Using ArcGIS Online(6,20,25,34,35,and 46) a Esri Business Analyst Data(either I or 2 and 21,25,33,45,and — Using ArcG1S Server(6,20,25,34,35,and 46) 48) —Navigator(1 and 46) • Esri Business Analyst Server(Canadian Edition)Data(either 3, • ArcPad(1, 12, 13,25,and 33) 4,or 5 and 21,25,33,36,and 45) • Esri Business Analyst Server Data(either 3,4,or 5 and 21,25, • ArcReader(20,25,33,and 45) 33,45,and 48) • AreView 3.x and Extensions(1,7,and 17) • Esri Aeronautical Solution(either I or 2) ' Esri Data&Maps(either 1,2,3,4,or 5 and 23 and 37) • Esri Data(either 1,2,or 5 and 25 and 48) • Esri Business Analyst(Canadian Edition)(either I or 2 and 6,25, — Demographic,Consumer Spending,Market Potential,Retail 33.36,and 45) Marketplace,Business,Traffic,Shopping Center,Cable • Esri Business Analyst(either 1 or 2 and 25,33,45,and 48) Boundaries,Banking,and Crime • Esri Business Analyst Online API for Adobe Flex,Microsoft • Sourcebook-America(I and 21) Silverlight,SOAP,and REST(6, 16,25,33,35,55,and 56) • StreetMap Premium(either 1,2,4,or 5 and 6 and 25) • Tapestry Segmentation(either 1,2,or 5 and 21 and 48) E300M Page I of 4 02/27/2012 • 1. "Single Use License." Licensee may permit a single authorized end user to install and use the Software, Data, and Documentation on a single computer for use by that end user on the computer on which the Software is installed. Remote access is not permitted. Licensee may permit the single authorized end user to make a second copy for end user's exclusive use on a portable computer as long as only one(1)copy of the Software,Data,and Documentation is in use at any one(1)time.No other end user may use the Software,Data,or Documentation under the same license at the same time for any other purpose. 2. "Concurrent Use License." Licensee may install and use the Software,Data, and Documentation on computer(s)on a network, but the number of simultaneous users may not exceed the number of licenses acquired. No other end user may use the Software,Data,or Documentation under the same license at the same time for any other purpose. 3. "Development Server License." Licensee may install and use the Software on a single computer to design and build applications that interface with or utilize server Software as described in the Documentation. 4. "Staging Server License." In addition to the Development Server License rights, Licensee may use and install the Software for the following purposes: user acceptance testing, performance testing, load testing of other third-party software, staging new commercial data updates,and training activities. 5. "Deployment Server License." In addition to the Staging Server License rights, Licensee may install and use the Software or Data to provide services to multiple users on the same or other computer(s). 6. "Term License."License is provided for use for a limited time period or on a subscription or transaction basis. 7. Extensions to Software programs follow the same scope of use as that granted for the corresponding Software programs. 8. The administration tools for the Software may be copied and redistributed throughout Licensee's organization. 9. User-developed ArcGIS Server administration tools may be copied throughout Licensee's organization, but the ArcCatalog application(found in ArcGIS Desktop)may not be copied. 10. The ArcIMS license includes the right to deploy MapObjects—Windows Edition applications on the Internet or intranet. Licensee shall not develop client/server solutions with the ArcIMS—Java Archive (JAR) files without a license for the MapObjects—Java Edition developer kit. I1. Reserved 12. Software is only licensed for navigational use when used in conjunction with ArcLogistics. 13. "Dual Use License" means the Software may be installed on a desktop computer and used simultaneously with either a personal digital assistant(PDA)or handheld mobile computer as long as the Software is only used by a single individual at any one(1)time. 14. Developers must include the following attribution with any deployed MapObjects application: "Portions of this computer program are owned by LizardTech,Inc.,and are Copyright© 1995-2002 LizardTech,Inc.,and/or the University of California. All rights reserved.US Patent No. 5,710,835." 15. Deployment licenses for desktop or Internet application(s)may be subject to payment of additional license fees. 16. Licensee may deliver applications to its sublicensee(s) provided Licensee uses a written sublicense agreement that protects Esri's rights in its Software, Data, Web Services, and Documentation to the same extent as the Esri License Agreement including,but not limited to,the following terms: a. Sublicensee may not reverse engineer, decompile, or disassemble the Esri Software, Data, Web Services, or Documentation, except to the extent permitted by applicable law; copy for commercial use; transfer; or assign its rights under the license grant; b. Sublicensee may not use any Esri Software,Data,Web Services,or Documentation,in whole or in part,separate from Licensee's executable application;and c. Third-party dependent or required components are redistributable subject to permission from the owner or author. d. Applications may be subject to deployment fees owed to Esri.Licensee shall contact its distributor for details. 17. Licensee may use Business Objects Crystal Reports software only with the ArcView 3.x Software with which it was acquired and subject to the Crystal Reports License Agreement available on the media. Licensee may not use a software program or system to cache or queue report requests. 18. The deployment license is per application per computer. 19. MapObjects—Java Edition contains Java Archive files,which indicate they are authentic Esri-certificated files when used over the Internet. Licensee shall not use Esri certification or reference Esri as a source of trusted content in any modified MapObjects Java Archive files. Licensee may deploy the unmodified Java class Esri-certified libraries as an integral part of the Licensee's application(s). 20. Licensee may reproduce and deploy the Software provided all the following occur: (a)the Software is reproduced and deployed in its entirety; (b)a license agreement accompanies each copy of the Software that protects the Software to the same extent as the Esri License Agreement,and the recipient agrees to be bound by the terms and conditions of the license agreement; (c)all copyright and trademark attributions/notices are reproduced; and (d)there is no charge or fee attributable to the use of the Software. 21. Licensee shall not withhold any substantial right(e.g.,extension of credit)from any individual based solely on the individual's place of residence,as profiled in the Tapestry Segmentation system. 22. (a)ArcGIS Engine Runtime licenses shall not be used for Internet and server development and deployment; (b)an end user must license either ArcGIS Engine Runtime Software or other ArcGIS Desktop Software(ArcView,ArcEditor,or Arclnfo)to obtain the right to run an ArcGIS Engine application on one(I)computer; and(c)the ArcGIS Engine Runtime extensions shall not be used in combination with ArcGIS Desktop Software to run ArcGIS Engine applications.A single user can have multiple E300M Page 2 of 4 02/27/2012 applications installed on one(1)computer for use only by that end user. 23. Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at http://www.esri.com'legal/, in the Help system,or in supporting metadata files,subject to the specific attribution descriptions and requirements for the dataset accessed. 24. EDN Software, Web Services,and Data may only be used by one(1)named developer per subscription solely for the purposes of research, development, testing, and demonstration of a prototype application. EDN server Software and Data may be installed on multiple computers for use by any named EDN developer. 25. Use of included third-party owned Data shall be subject to the Use of Data Restrictions found at http://www.esri.com/legali for the specific Data accessed. The Use of Data Restrictions may be modified by Esri from time to time. If a modification is unacceptable to Licensee, Licensee may cancel a subscription upon written notice to Esri, or discontinue use of the Data or Web Services,as applicable. If Licensee continues to use the Data or Web Services,Licensee will be deemed to have accepted the modification. 26. An ArcSDE Personal Edition geodatabase is restricted to ten(10)gigabytes of Licensee data. 27. AreGIS Server Web ADF Runtime Software may not be deployed independent of Licensee's ArcGIS Server Enterprise configuration. 28. Use is limited to ten(10)concurrent end users of applications other than ArcGIS Server applications. This restriction includes use of ArcGIS Desktop Software, ArcGIS Engine Software, and third-party applications that connect directly to any ArcGIS Server geodatabase.There are no limitations on the number of connections from web applications. 29. Software can only be used with SQL Server 2005/2008 Express. 30. Use is restricted to a maximum of ten(10)gigabytes of Licensee data. 31. Redundant Software installation(s)for failover operations is allowed but can only be operational during the period the primary site is nonoperational. The redundant Software installation(s) shall remain dormant, except for system maintenance and updating of databases,while the primary site or any other redundant site is operational. 32. No redundant Software installation is permitted. 33. Licensee's access to and use of Cloud Bundle, ArcGIS Web Mapping, ArcGIS Online Services, Business Analyst Online, Business Analyst Online API,or Microsoft Bing Maps is conditioned upon Licensee's acceptance of the Esri Web Services and API Terms of Use, the Business Analyst Online Web Subscription Terms and Conditions, the Terms of Use for Bing Maps Services, and any other terms and conditions applicable thereto or to any third-party data being accessed through them, found at http:'/www.esri.com/legal. 34. Licensee's organization is limited to the number of specified credits,transactions, geography, or number of users as described in the online product description. 35. Licensed end users shall not share the client-side data cache derived from ArcGIS Online Services with other licensed end users or third parties. 36. Licensee's use of Esri Business Analyst (Canadian Edition) Data is subject to the Use of Data Restrictions specific to Esri. Business Analyst(Canadian Edition)Data. 37. Data provided with StreetMap USA may be used for mapping,geocoding,and routing purposes but is not licensed for dynamic routing purposes.For instance, StreetMap USA may not be used to alert a user about upcoming maneuvers(such as warning of an upcoming turn)or to calculate an alternate route if a turn is missed. 38. The ArcGIS Server 3D extension included with ArcGIS Server Standard (Workgroup or Enterprise) may only be used for generating globe data cache(s)or publishing a globe document as an ArcGIS Globe Service.No other use of the ArcGIS Server 3D extension Software is permitted with ArcGIS Server Standard. 39. Any editing functionality included with ArcGIS Server is not permitted for use with ArcGIS Server Basic (Workgroup or Enterprise). 40. Geospatial Enterprise JavaBeans(EJB)provided with ArcGIS Server(Workgroup or Enterprise)is permitted for use only with ArcGIS Server Advanced. 41. Licensee may only use Data from a single state with the Single State version of ArcGIS Data Appliance. This restriction applies to a large-scale (i.e., scale levels below 1:100,000) street map, transportation layer, boundaries and places layer, and one(1)-meter or better resolution imagery included in the USA Collection. This restriction does not apply to the small-scale (i.e., scale levels above 1:100,000) maps provided in the World Collection, which are intended for display at global and regional scales. 42. Licensee has the right to one(1)desktop deployment of the ArcGIS Server Image extension Service Definition Editor for every four(4)cores of ArcGIS Server Image extension that are licensed. 43. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users with or without the ArcGIS Engine Runtime Software. 44. For any operating system environment in which Licensee runs instances of the Concurrent Use License management software, Licensee may run up to the same number of passive failover instances of the Concurrent Use License management software in a separate operating system environment for temporary failover support. 45. Data licensed with Esri Business Analyst and Esri Business Analyst Server is restricted for use only in conjunction with the respective Business Analyst extension. 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. 46. Licensee should not follow any route suggestions that appear to be hazardous, unsafe, or illegal. Licensee assumes all risk of using this navigation Software. E300M Page 3 of 4 02/27/2012 47. Licensee may develop and distribute software or web applications that use the Esri File Geodatabase API to Licensee's end users. 48. Licensee may include reports and maps created from the Software or Data in hard-copy or read-only format for presentation packages or marketing studies for subsidiaries and customers.The total content of the Esri reports and maps must be less than twenty percent(20%) of Licensee's total content of the presentation package or marketing study. Full, complete, stand-alone reports or maps created from the Software or Data and not part of a presentation package or marketing study cannot be resold, sublicensed,or otherwise transferred without prior written permission of Esri.Licensee's third-party customer may only receive reports and maps generated by Licensee and may only use the maps and reports received from Licensee for internal purposes. In no case shall Licensee redistribute the Data in digital formats. 49. A user quantity restriction applies. This authorizes installation and use of a sufficient quantity of instances of ArcGIS Server Enterprise Standard solely for the purposes of integrated communication between Esri ArcGIS Server Map Services and IBM Cognos data packages and is subject to the per user restriction. 50. Licensed end users of Esri MapStudio may create and publicly display and distribute maps in hard-copy and static electronic format for news-reporting purposes. A separate Esri MapStudio Subscription must be purchased for each person who accesses or uses Esri MapStudio. Licensee shall ensure that the individual subscriber's user name and password are not shared with any other users. Licensee shall provide Esri with the name and e-mail of each individual subscriber to an Esri MapStudio Subscription. 51. Esri Business Analyst Server Developer and Data may only be installed on one(I)server per license solely for the purposes of research,development,testing,and demonstration of a prototype application. 52. Source code is the intellectual property of Esri. Licensee shall treat any source code file identified as"Software" in a README file or at http://www.esri.com/legal/as a trade secret for Licensee's own internal use only and not for further redistribution or access by unlicensed third parties. Licensee shall not modify the Software,Documentation,Data,or source code to incorporate, embed, link, or otherwise include any code, libraries, or data licensed or distributed under an open source licensing or distribution models similar to Free Software Foundation's GNU General Public License (GPL) or GPL-compliant licenses, including,without limitation,the Artistic License(e.g.,Perl),the Mozilla Public License,the Netscape Public License,and the Sun Community or Industry Standards License, that could require a user to make its proprietary source code available to a requesting third party. 53. This authorizes installation and use of a sufficient quantity of instances of ArcG1S Server Enterprise Standard solely for the purposes of integrated communication between Esri ArcGIS Server Map Services and IBM Cognos data packages. 54. ArcGIS Mobile is licensed for use with ArcGIS Server Advanced (Enterprise or Workgroup)and ArcGIS Desktop (Arclnfo, ArcEditor,ArcView,and ArcGIS Engine applications). 55. Licensee may develop software or web applications that use the Business Analyst Online API to access, query, create,display, and redistribute Reports and resulting static, electronic maps to end user(s) of Licensee's software or web applications. End user(s)of Licensee's software or web applications may use the Reports and maps for internal purposes only and not for further redistribution. "Report" means any formatted output created by the Business Analyst Online API, which includes PDF, CSV, Excel,HTML,and XML formats.Licensee shall not redistribute any Data in vector formats. 56. For Reports or maps displayed or posted to an external website,or Reports or maps created for Licensee's end user(s), Licensee shall affix an attribution notice to Licensee's online and/or hard-copy output that acknowledges Esri's and its third-party data supplier's intellectual property. These notices are found in the PDF or export image format of each individual Report or image, or as follows: "Source[Esri, Supplier]"or Copyright O[year(s)] [Esri,Supplier].All rights reserved." 57. Licensee may only display or post any combination of 100 Business Analyst Online or Community Analyst Reports and maps on its external websites. 58. Licensee shall order a separate Business Analyst Online or Community Analyst subscription for each person who uses Business Analyst Online or Community Analyst and shall provide output from the Business Analyst Online or Community Analyst subscription only to the e-mail of the individual subscriber. Licensee shall not unbundle or use independently of Licensee's Subscription any software components used to access the Deliverables, including,but not limited to, Business Analyst Online API or Community Analyst API. 59. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users with or without the ArcGIS Runtime Software up to the number of deployment licenses that have been purchased. 60. (a)ArcGIS Runtime licenses shall not be used for Internet and server development and deployment; (b)an end user must purchase a software application that includes an ArcGIS Runtime license to obtain the right to run an ArcGIS Runtime application on one(I)computer. A single user may have multiple ArcGIS Runtime licensed applications installed on one(1)computer that utilize a single ArcGIS Runtime. 61. Oracle is a third-party beneficiary of Esri's rights under the Esri License Agreement with respect to the Software but is not a party hereto and assumes no obligations hereunder. 62. Esri and its Licensors reserve the right to conduct an audit of Licensee's use of the Software.Licensee will provide reasonable assistance and access to information regarding Licensee's use of the Software. Audit results may be reported to Esri's Licensors. Fees for over-deployment or excess usage are payable within thirty(30)days of the invoice date. 63. Licensee may not publish the results of benchmark tests run on the Software without the prior written permission of Esri and its Licensors. BOOM Page 4 of 4 02/27/2012 esri® Quotation # 20401717 �✓ Date: March 7, 2012 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. Customer#107970 Contract# One International Court COUNTY OF WELD Broomfield, CO 80021-3200 GIS DEPT Phone: (909) 793-2853 Fax: (303)449-8830 1400 N 17TH AVE DUNS Number: 06-313-4175 CAGE Code: 0AMS3 GREELEY, CO 80631 To expedite your order,please attach a copy of ATTENTION: Dan Huerter this quotation to your purchase order. PHONE: (970) 304-6432 Quote is valid from:03/07/2012 To: 06/05/2012 FAX: Material Qty Description Unit Price Total 108403 1 Enterprise License Agreement, Year 1 75,000.00 75,000.00 108403 1 Enterprise License Agreement, Year 1 75,000.00 75,000.00 108403 1 Enterprise License Agreement, Year 1 75,000.00 75,000.00 Item Total: 225,000.00 Subtotal: 225,000.00 Sales Tax: 0.00 Estimated Shipping &Handling(2 Day Delivery) : 0.00 Contract Pricing Adjust: 0.00 Total: $225,000.00 • Please indicate on your purchase order if this purchase is funded through the Amencan Recovery and Reinvestment Act,and whether Esri is a Prime Recipient,SuPrecipient,or Vendor for reporting purposes. For questions contact: Colleen Burke Email: cburketa'�esri.com Phone: (909)793-2853 x8228 Acceptance of this quotation is limited to the Esri License Agreement and the Quotation Terms and Conditions This Quotation is made in confidence for your review. It may not be disclosed to third parties,except as required by law. If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630 BURKEC This offer is limited to the terms and conditions incorporated and attached herein. tip esrr Quotation # 20401717 Date: March 7, 2012 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. Customer# 107970 Contract# One International Court Broomfield, CO 80021-3200 COUNTY OF WELD GIS Phone: (909) 793-2853 Fax: (303)449-8830 140 DEPT DUNS Number: 06-313-4175 CAGE Code: 0AMS3 1400 N 17TH AVE GREELEY, 80631 To expedite your order,please attach a copy of ATT TIO this quotation to your purchase order. ATTENTION: Dan Huerter Quote is valid from:03/07/2012 To:06/05/2012 PHONE (970) 304-6432 FAX: BY SIGNING BELOW YOU ARE INDICATING THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION. DO NOT USE THIS FORM FOR ORDER ACTIVATION IF YOUR ORGANIZATION WILL NOT HONOR AND PAY AN INVOICE THAT HAS BEEN ISSUED AT YOUR DIRECTION WITHOUT ADDITIONAL AUTHORIZING PAPERWORK. If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to indicate your acceptance,you must fax Esri the signed quote in its entirety in order for the quote to be accepted.You will be contacted by your Customer Service Representative if additional information is required to complete your request. If your organization is a US Federal,state,or local government agency;an educational facility;or a company that will not pay an invoice without having issued a formal purchase order,a signed quotation will not be accepted unless it Is accompanied by your purchase order. If you choose to discontinue your maintenance,you will become ineligible for maintenance benefits and services.All maintenance fees from the date of discontinuation will be due and payable if you decide to reactivate your maintenance coverage at a later date. This quotation is subject to the terms set forth herein and the terms of your agreement with Esri,if any,or as otherwise provided by Esri's standard terms and conditions at www.esri.com/legal,which are incorporated by reference.Federal Government entities and prime contractors buying under GSA pricing/terms are subject to Esri's Federal Supply Schedule GS-35F-5086H. Acceptance is limited to terms of this quotation.Esri objects to and expressly rejects any different or additional terms contained in any purchase order,offer or confirmation sent or to be sent by buyer.All terms of this quotation as referenced above shall be incorporated into and are part of any further or additional agreement regarding Esri's software data,web services,training,services and maintenance. In order to expedite processing,please reference the quotation number and any/all applicable Esri contract number(s)(e.g.MPA,ELA,SmartBuy,GSA, BPA)on your ordering document. - By signing below,you are authorizing Esri to issue an invoice for the items included in the above quote in the amount of: $ ,plus sales taxes if applicable. (Note:Shipping costs are subject to change.) Please check one of the following: I agree to pay any applicable sales tax. I am tax exempt,please contact me if exempt information is not currently on file with Esri. Signature of Authorized Representative Date Name(Please Print) Title The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchase/license.This information may not be given to outside parties or used for any other purpose without consent from Environmental Systems Research Institute,Inc.(Esn). Any estimated sales and/or use tax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes.Esn reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing.If your organization is tax exempt or pays state tax directly,then prior to invoicing,your organization must provide Esn with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction. 'Please indicate on your purchase order it this purchase is funded through the American Recovery and Reinvestment Act,and whether Esn is a Prime Recipient,Sub-recipient or Vendor for reporting purposes. For questions contact: Colleen Burke Email: cburke@esri.com Phone: (909)793-2853 x8228 Acceptance of this quotation is limited to the Esri License Agreement and the Quotation Terms and Conditions This Quotation is made in confidence for your review.It may not be disclosed to third parties,except as required by law. If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630 BURKEC This offer is limited to the terms and conditions incorporated and attached herein. • esrrESRI QUOTATION TERMS AND CONDITIONS Esri,380 New York St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953 All quotations are valid for ninety(90)days unless otherwise stated on the quotation form.These prices and terms are valid only for items purchased for use and delivery within the United States. This quotation information is proprietary and may not be copied or released other than for the express purpose of the current system selection and purchase.This information may not be given to outside parties or used for any other purpose without written consent from Environmental Systems Research Institute, Inc.(Esri). To expedite your order,please reference the quotation number on your purchase order. ORDER PROCESS The order process is initiated when Esri receives an original purchase order or some form of advance payment.Several additional documents(e.g.,Master License Agreement,credit application,Tax Exemption Certificate)may be required to complete the order process.Generally,the need for these documents varies by the type of software,data,web-enabled services,subscriptions,professional services or other products ordered,which is determined upon receipt of the purchase order(or advance payment). If delivery must be expedited,please contact your marketing representative for assistance. IMPORTANT! Collectively,these documents contain the authorizations and information necessary to ship proper versions of the software or data on the correct media,or to initiate web-enabled services,subscriptions,or professional services.Please return them promptly to avoid unnecessary delays in shipping or delivery. Please return all documents to Esri Customer Service,or as otherwise directed. Please show the following remittance address on your purchase order: Esri,File No.54630, Los Angeles,CA 90074-4630 ESRI LICENSE AGREEMENTS All Esri software,data,web-enabled services,and subscriptions offered in this quotation are commercial off-the-shelf items developed at private expense and subject to Esri commercial license terms. You may have a signed license agreement on file that covers this order. If so,please reference the license agreement number on your purchase order. Unless a signed license is on file with Esri, Esri software,data,web-enabled services and subscriptions are subject to the Esri License Agreement included with the deliverable item as an on-line or click-through agreement. A copy is enclosed.Certain software or data requires a Master License Agreement signed by both parties. Professional services agreements may also include license terms. Some Esri software is copy protected with a software keycode or hardware key,and some software,data,web-enabled services or subscriptions require registration or a password. You will be given instructions to access the keycode,register,or obtain a password through the Esri website or by other means. MAINTENANCE After expiration of any complimentary period of maintenance that may apply to the licensed software, Esri will quote maintenance payable annually in advance. A reinstatement fee applies when maintenance has lapsed. DATA AND WEB SERVICES DISCLAIMER Data and Web Services may contain some nonconformities,defects,errors,or omissions.THE DATA AND WEB SERVICES ARE PROVIDED"AS-IS" WITHOUT WARRANTY OF ANY KIND. Without limiting the generality of the preceding sentence,Esri and its licensors do not warrant that the data and Web Services will meet Licensee's needs or expectations,that the use of the data or Web Services will be uninterrupted,or that all nonconformities can or will be corrected. Esri and its licensors are not inviting reliance on this data or Web Services,and Licensee should always verify actual data or Web Services. DELIVERY FOB Redlands,CA,USA G272 Page 1 of 2 04/29/2011 Software: Allow thirty(30)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 or two(2)-day air for software and surface carrier for hardware. Actual delivery method may vary depending on weight.Other service is available for an additional fee(e.g.,overnight delivery). PAYMENT TERMS Net thirty(30)days,on approved credit.Orders less than eight hundred dollars($800)require prepayment by check or credit card unless your organization is a government agency,university,college,or Fortune 500 company. TAXES This quote includes applicable sales or use taxes for the prices quoted as required by law.The tax amount may change depending on the time lapse between this quote and your order to us. Esri will include applicable sales or use taxes on your invoice unless you provide proof with your order that your organization or use of the product is tax exempt. G272 Page 2 of 2 04/29/2011 Hello