The URL can be used to link to this page

Home My WebLink AboutESRI - CONTRACT - CONTRACT - AMENDMENT 1 MASTER LICENSE AGREEMENT CITY OF FORT COLLINS AND ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE 2000MLA2459l �t ` ESRI i 0► ESRI 380 New York St Redlands CA 92373-8100 USA • TEL 909-793-2853 • FAK 909-793-5953 Amendment No 1 to Master License Agreement No 2000MLA2459 Between CITY OF FORT COLLINS and Environmental Systems Research Institute, Inc (ESRI) This Amendment No I changes the MLA as follows 1. Web Services. Each instance of "Software, Data, and Documentation" is replaced with "Software, Data, Web Services, and Documentation" except for the following Article 4, Section 4 1 Permitted Uses, section (b) Article 7, Section 7 1 Limited Warranties 2. Web Services. Each instance of "Software, Data, or Documentation" is replaced with "Software, Data, Web Services, or Documentation" except for the following Article 5 Maintenance Article 7, Section 7 1 Limited Warranties Article 8, Section 8 1 Exclusive Remedy Article 9 Infringement Indemnity 3. Article 1, Definitions. The following new definitions are added to this section • "Beta" meam any alpha, beta, or prerelease Software, Data, Documentation, or Web Services "Web Services" means software functions and third -party data components that perform GIS functions, tasks, or data services and are accessed over the Internet 4 Article 1, Definitions. The definitions for "Software,"' Data,' and "Documentation" aie changed to read as follows "Documentation" means all of the printed and digital materials including, but not limited to, help files, user reference documentation, training documentation, or technical information and briefings supplied under this License Agreement "Software" means the actual copy of all of any portion of ESRI's proprietary ^^eg-apluo information syste (948*software technology, computer software code, components, dynamic link libraries (DLLs), underlyin organization. obiect model, and programs delivered on any media, including but not limited to, alpha, beta- „_elea e _e ed „erston(s) or final ,.^_,_.,,_,. ^t any release provided in source, object, or executable code format(s), inclusive of backups, updates, service packs, patches, hot fixes, sample code, sample application, sample extension, or merged copies permitted hereunder or subsequently supplied under this License Agreement ' Data" except as otherwise provided herein, means any ESRI or thud party data vendor(s) digital data set(s) including, but not limited to, geographic, vector data coordinates, raster, reporlt3 or associated tabular attributes 5. Article 2—Intellectual Property Rights and Reservation of Ownership This section is changed to read as follows The Software, Data, Web Services, and Documentation are licensed and not sold. ESRI and its Licensors own the Software, Data, Web Services, and Documentation, are o Hed by nou I and its IIGMSOF(9) and a_e which are protected by United States laws and applicable international laws, treaties, and conventions regarding intellectual property or proprietary rights, inclusive of trade secrets nco t and its t.,.^..,.,._i..i _et_....�, and ownership nat .._...nod heron to all copies of the So ft, .._e Data and DoeumentationundeF 2000M I.A2459-A 1 /wlj 1 10/4/06 Agreement- From the date of receipt, Licensee agrees to use reasonable effort to protect the Software, Data, Web Services and Documentation from unauthorized use, reproduction, distribution, or publication ESRI and its Licensors reserve all rights not specificaliv granted in this License Agreement. ESRI or its third-partv data licensor(s) reserve the right to improve and/or make changes in its offering. of the Web Services and its associated software, datasets, or information at anv time. 6. Article 3, Section 3.1 Grant of License. Paragraph (a) of this section is changed to i ead as follows Use the tvpe and number of comes of the Software, Data, and Documentation as ^ single -aelEage f - and access Web Services for (i) which the appropriate license fees have been paid to ESRI, (it) Licensee's own internal use only, and (in) in accordance with Exhibit 1 and the licensed configuration on file as authorized by ESRi 7. Article 3, Section 3.2 Beta License This section is changed to read as follows In the event ESRI accepts Licensee into a current Beta Testing Program, Licensee may be provided copies Beta of alpha, beta, a;,a,+i„_ .._^_oleaSe (hereinafter eeneet ..^(. _ef _-^a to as "Beta") SeA Aare for the limited purpose of testing the Beta Software in accordance with the Beta testing policies then in effect Delivered Beta Softwareand Doe meet„t•en delivered are is confidential and proprietary to ESRI and contain trade secrets, inclusive of unpublished specifications Licensee agrees to retain all Beta Sa ware a ;d Daeu -.,,entatton provided to Licensee in confidence Licensee shall maintain all results of testing in confidence and agrees not to disclose to any third party details pertaining to the Beta Software, Dag u+ief.tatten test results, performance statistics, errors, or any other quality issues encountered ESRI reserves the right to determine which Beta Sefi ..^_^ and Documentation, subsequent interim beta release(s), or patch(es) will be made available to Licensee to test during the term of a Beta Test Program Beta SefFware is subject to change prior to its commercial release and may never be commercially released Licensee is advised that such Beta She is not suitable or licensed for full use and accepts all responsibility for use of the same and any results generated Licensee may from time to time provide suggestions or comments regarding performance, usability or effectiveness, bug reports, test reports or other feedback (collectively, "Feedback") to ESRi with respect to the Beta Software Licensee agrees that ESR) shall retain title to such comments and may freely use, disclose, reproduce, license, distribute and otherwise commercialize any Feedback, whether oral or written, provided to ESRI by Licensee with respect to the Beta SeAware A Beta Test Program may have additional requirements See a description at hup Hwww esri com/software/inamtenance/benefits/beta- program html 8. Article 4, Section 4.2 Uses Not Permitted. Paragraph (f) is changed to read as follows Licensee shall not use the Software or Web Services to transfer or exchange any material where such transfer or exchange is prohibited by copyright any applicable law 9. Article 6, Term and Termination. This Article is changed to read as follows fhe license is effective upon shall ee - ence upon t"^ acceptance of this License Agreement and shall continue until (i) such time that Licensee elects in writing to discontinue use of the Software, Data, Web Service., or Documentation and terminates this Ieense Agree.. „-' `the license; (u) expiration of a term license or subscription; or (iii) either party terminates the license this Inieense AgFeemew for a material breach that is not cured within ten (10) days of written nonce to the other party, except that termination is immediate for a material breach of a nature that it is impossible to cure Upon termination of this License A ;. a nei4- he license, Licensee shall (i) cease access and use of Web Services and clear Web Services chent-side data cache or (it) unmstall, remove, and destroy all Software, Data, and Documentation, and any whole or panial copies, modifications, or merged portions in any form and execute and deliver evidence of such demstallation and destruction to ESRI 10 Article 7, Section 7 2 Data Disclaimer. This Section is changed to read as follows 6 2 Data and Web Services Disclaimer —if included under this License Agreement, the Data has and Web Services have been obtained from sources believed to be reliable, but their accuracy and completeness are not guaranteed The Data and Web Services may contain some nonconformittes, defects, errors, or omissions ESRI AND ITS LICENSOR(S) MAKE NO WARRANTY WITH RESPECT TO THE DATA AND WEB SERVICES AND ARE PROV IDED "AS IS." Without limiting the generality of the preceding sentence, ESRI and its 2000MLA2459-A 1 /wlI 2 10/4/06 licensor(s) do not warrant that the Data and Web Services will meet Licensee's needs or expectations, that the use of the Data and Web Services will be uninterrupted, or that all nonconformities can or will be corrected ESRI and its licensor(s) are not inviting reliance on this Data or Web Services, and Licemee should always verify actual Data or Web Services including, but not limited to, map, spatial, raster, and tabular information 11. Article 7—Limited Warranties and Disclaimers. The following new paragraphs are added between Section 7 2 Data Disclaimer and Section 7 3 General Disclaimer, and the sections are renumbered accordingly 7.3 Fault Tolei ance Disclaimer The Software, Data, Web Services, and Documentation are not fault -tolerant and are not designed, manufactured, or intended for use or resale for use in insurance underwriting or with critical health and safety or online control equipment in hazardous environments that require fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation, or communication systems, air traffic control, real- time emergency response, real-time terrorism prevention or response, Ide support, or weapons systems ("Fault -Intolerant Activities") ESRI SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR USE IN FAULT -INTOLERANT ACTIVITIES To the extent permitted by law, Licensee agrees to indemnify, defend, and hold ESRI, its officers, directors, employees, agents, subcontractors, licensors, successors, and assigns harmless from and against any and all liability, losses, claims, expenses (including attorneys' fees), demands, or damages of any kind, including direct, indirect, special, punitive, incidental, or consequential damages, arising out of or in any way connected with Licensee's use or permitting the use by others of the Software, Web Services, and Data for Fault -Intolerant Activities Delivery of the Software, Web Services, and Data does not constitute a waiver of the rights and obligations set forth in this Article 7.4 Internet Disclaimer —BOTH PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, AND THAT (1) THE INTERNET IS NOT A SECURE INFRASTRUCTURE, (2) NEITHER PARTY HAS COVTROL OVER THE INTERNET, AND (3) NEITHER PARTY IS LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE tNTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE WEB SERVICE 7.5 Special Disclaimer —SAMPLE CODE, SAMPLE APPLICATION, SAMPLE: EXTENSION, HOI FIXES, EVALUATION SOFTWARE, AND BETA ARE DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SAMPLE CODE, SAMPLE APPLICATION, SAMPLE EXTENSION, HOT FIXES, EVALUATION SOFTWARE, AND BETA 12 Article 7, Section 7.3 General Disclaimer. The second paragraph is deleted in its entirety 13 Article 10, Subsection 10.1 Future Orders. The following sentence is added to the end of this section New Software, Data, and Documentation commercially released during the term of this Agreement may require additional terms 14. Article 10, General Provisions. Section titled "Commercial Terms and Conditions for U S Government Use" is deleted in its entirety and replaced with the following Section Government Licensee —The Software, Data, Web Services, and Documentation are commercial computer software, commercial data, commercial computer software documentation, and commercial Web Services This License Agreement contains ESRI's commercial license terms and conditions for such items The commercial license rights in this License Agreement strictly govern Licensee's use, reproduction, or disclosure of the Software, Data, Web Services, and Documentation No other license terms or conditions shall apply unless expressly agreed in writing by ESRI and Licensee ESRI Software source code is unpublished and all rights to the Software, Data, Web Services, and Documentation are reserved under copyright laws of the United States In the event any court, arbitrator, or board holds that the Licensee has greater rights to any portion of the Software, Data, Web Services, or Documentation under applicable public procurement law, such rights shall extend only to the portions affected, and 2000MLA2459-A 1 /wll 3 10/4/06 use, duplication, or disclosure by the Licensee is subject to restrictions as provided in FAR 52 227-19 (June 1987), FAR 52 227-14 (ALT III) (June 1987), DEARS 252 227-7015 (NOV 1995), or NFS 1852 227-86 (December 1987), or the local, state, or foreign equivalent, as applicable 15. Exhibit 1, Scope of Use (E300). Exhibit 1, Scope of Use is updated with the attached Exhibit 1, Scope of Use (E300 5/0713) All other terms and conditions shall remain the same Accepted and agreed with the intent to be legally bound CITY OF FORT COLLINS (Licensee) Signatur p I r� Printed Na elAotyz J 9�,(�NLr, , _ Zr Title 9�CY—ti"JQ e W�iSGuG i ENVIRONMENTAL RESEARCH INST�T (ESRII) (1A Signature Printed Name 1 Title YN Date our 16 2007 2000MLA2459-Al/wlj 4 10/4/06 it 4 EXHIBIT I SCOPE OF USE }A (E300 5/07B) ESRI, 380 New York St, Redlands CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953 The scope of use for each ESRi Software identified below is described in the applicable footnotes listed in parentheses Desktop GIS • Are Reader (1 and 20) • ArcView (either 1, 2, or 6 and 17) • ArcEditor (either 1, 2, or 6 and 17 and 26) • Arclnfo (either 2 or 6 and 17, and 26) • ArcGIS Desktop Extensions (7) • ArcView 3 x and Extensions (1, 7, and 17; Server GIS • ArcGIS Server and Extensions - Workgroup (either 3, 5, or 6 and 7, 8, 9, 28, 29, 30, 32, 38, 39, and 40) - Enterprise (3, 4, 5, or 6 and 7, 8, 9, 27, 31, 38, 39, and 40) • ArcIMS - ArcIMS and Extensions (either 3, 4, 5, or 6 and 7, 8, 10, and 31) - ArcIMS ArcMap Server (either 3, 4, 5, or 6 and 31) • Tracking Server (5 and 31) • ArcGIS Image Server and Extensions (either 3, 4, 5, or 6 and 7, 8, 31, 41, and 42) • RouteMAP IMS (either 3, 4, or 5 and 8, 15, and 31) Mobile GIS • ArcPad (1, 12, and 13) • ArcPad Application Budder (1) • ArcGIS Mobile ADF Application Deployments (1, 15, and 16) Developer GIS • ESRI Developer Network (EDN) Software, Web Services, and Data (6, 7, 24, 25, 33, 34, 35, and 36) • ArcGiS Engine Developer Kit (either 1 or 6 and 14, 15, 22 and 43) - Extensions (7) • ArcGIS Engine Runtime (1, 15, and 22) - Extensions (7) • MapOblects-Windows Edition (1, 14, 15, 16, and 18) • MapOblects-Java Edition (1, 5, 8, 15, 18, and 19) • MapOblects LT (1, 14, and 16) NetEngme (1, 5, and 15) NetEngme Internet (5) GIS Viewers and Connectors • ArcExplorer-Java and Windows Editions (1 and 20) • ArcGIS Explorer (I and 20) • ArcGIS For AutoCAD (1 and 20) Business GIS • ArcGIS Business Analyst (either i or 2) • ArcView Business Analyst (1) • ArcLogistics Route (either 1 or 2 and 11) • BUSinessMAP (1) Cartographic Production • Maplex (1) • Military Overlay Editor (1) • Production Line Tool Set (PL'1 S) for ArcGIS, GIS Data Reviewer, Job Tracking for ArcGIS (JTX) (either 1 or 2), Job Tracking for ArcGIS Server (either 4 or 5 and 7) Web Services • ArcGIS Online (6, 25, 33, 34, and 35) • ArcWeb Services (6, 16, 25, and 36) Data • ESRI Map Data (either I or 5 and 23 and 37) • Demographic Data (either i or 5) - Communitylnfo - Retail Marketplace - Consumer Expenditure • Community Tapestry Data - For Appending to Customer Records (6 and 21) - For Area Profiles (either 1 or 2 and 21) • Community Coder (6 and 21) • Sowcebook•Amenca (1) • Portfolio Product Suite (1) • ArcGIS Data Appliance (6, 23, and 25) • ArcGIS Data Appliance (Server Bundle) (6, 23, and 25) • ArcGIS Data Appliance (Data Only) (6, 23, and 25) "Single Use License " Licensee may permit a single authorized end user to install and use the Software, Data, and Documentation on a single computer for use by that end user on the computer on which the Software is installed Remote access is not permitted Licensee may permit the single authorized end user to make a second copy for end user's exclusive use on a portable computer so long as only one (1) copy of the Software, Data, and Documentation is in use at any one time Page 1 of 4 F300 5/07B 2 "Concurrent Use License " Licensee may install and use the Software, Data, and Documentation on computer(s) on a network, but the number of simultaneous users may not exceed the number of licenses acquired 3 "Development Server License " Licensee may install and use the Software on a single computer to design and build applications that interface with or utilize server Software as described in the Documentation 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 computeris) 6 "Term License " Licensee may use the subscription(s), Software, Web Services, and Data for a limited time period or while Licensee has available credits or transactions to use the subscription(s), Software, Web Services, and Data as described in the Documentation When the license term, subscription, credits, or transactions expire, Licensee must either stop using the subscription(s), Software, Web Services, and Data, and unmstalb'clear data cache or renew or extend the license upon payment of applicable fees 7 Extensions to Software programs follow the same scope of use as that granted for the corresponding Software programs 8 The administration tools for the Software may be copied and redistributed throughout Licensee's organization 9 User -developed ArcGIS Server administration tools may be copied throughout Licensee's organization, but the Arc Catalog 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 I 1 ESRI and its licensor(s) grant Licensee a nonexclusive, nontransferable, tin uted license to use, copy, and prepare derivative works by a Translating "alroute mild" (hereinafter "Dictionary") from the original text in the English language, and b Editing Tele Atlas (TA) Data included within Arc Logistics Route The license grant is conditioned as follows a The derivative works are for Licensee's internal use only, b ESRI and its licensor(s) retain all exclusive right, title, and interest in and to benefits from the derivative works, and c Licensee expressly waives and relinquishes any and all ownership including, but not limited to, copyright, moral rights, or any other statutory or common law claims to the derivative works Licensee shall not translate, modify, or edit in any way the software name "ArcLogistics Route," any software logo, any third -party software, any text other than the Dictionary, or any Data other than TA Data Additional license fees are required ifArcLogistics Route with Data is to be accessed by more than one (1) Are Logistics Route licensee 12 ArcPad SOFTWARE IS NOT LICENSED FOR NAVIGATIONAL USE 13 "Dual Use License" means the Software may be installed on a desktop computer and may be used simultaneously with either a personal digital assistant (PDA) or handheld mobile computer so long as the Software is only used by a single individual at 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 cO 1995-2002 LizardTech, Inc , and/or the University of California All rights reserved U S Patent No 5,710,835 " 15 Deployment licenses for desktop or Internet application(s) may be subject to payment of additional license fees 16 Licensee may deliver applications to its sublicensee(s) provided Licensee uses a written sublicense agreement that protects ESRI's rights in its Software, Data, Web Services, and Documentation to the same extent as the ESRI License Agreement including, but not limited to, the following terms Sublicensee may not reverse engineer, decompile, or disassemble the ESRI Software, Data, Web Services, or Documentation, except to the extent pernutted by applicable law, copy for commercial use, transfer, or assign its rights under the license grant, Sublicensee may not use any ESRi Software, Data, Web Services, or Documentation, in whole or in part, separate from Licensee's executable application, and Third -party dependent or required components are rednstributable subject to permission from the owner or author Page 2 of 4 E300 5/07B 17 Licensee may use Business Objects Crystal Reports software only with the ArcGIS Desktop Software with which it was acquired and subject to the Crystal Reports Professional License Agreement available on the media However, for use of Crystal Reports software with Concurrent Use licenses, Licensee may install and use a Crystal Reports license on any computer on the network on which the ArcGIS Desktop Concurrent Use Software is used However, it may only be used with the ESRI Software with which it was acquired Licensee may not use a software program or system to cache or queue report requests 18 The Deployment license is per application per computer 19 The MapObjects—Java Edition contains Java Archive files, which indicate they are authentic ESRI-certificated files when used over the Internet Licensee shall not use ESRI certification or reference ESRI as a source of trusted content in any modified MapObjeets Java Archive files Licensee may deploy the unmodified Java class ESRI certified libraries as an integral part of the Licensee's applications) 20 Licensee may reproduce and deploy the Software provided all of the following occur (a) The Software is reproduced and deployed in its entirety, (b) a license agreement accompanies each copy of the Software that protects the Software to the same extent as the ESRI License Agreement, and the recipient agrees to be bound by the terms and conditions of the license agreement, (c) all copyright and trademark attributions/notices are reproduced, and (d) there is no charge or fee attributable to the use of the Software 21 Licensee shall not withhold any substantial right (e g , Extension of credit) from any individual based solely on the individual's place of residence, as profiled in the Community Tapestry market segmentation system 22 (a) 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 (1) computer (c) The AreGIS Engine Runtime extensions shall not be used in combination with ArcGiS Desktop Software to inn ArcGIS Engine applications A single user can have multiple applications installed on one (1) computer for use only by that end user 23 Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at http Hwww 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 Software and Data may be installed on multiple computers for use by any named EDN developer 25 Use of any third -party owned data that is included in ArcGIS Online, ArcGIS Data Appliance data product(s), or ArcWeb Services shall be subject to the Use of Data Restrictions found at http //www esri com/legal/, which may be modified by ESRI from time to time If a modification is unacceptable to Licensee, Licensee may cancel the subscription upon written notice to ESRI If Licensee continues to use the Web Services, Licensee will be deemed to have accepted the modification 26 ArcSDE Personal is restricted to four (4) gigabytes of data 27 ArcGIS Server Web ADF Runtime Software may not be deployed independent of Licensee's ArcGIS Server Enterprise configuration 28 Limited to ten (10) concurrent end users of non ArcGIS Server applications This restriction includes use of ArcGIS Desktop Products, ArcGIS Engine Products, and third party applications that connect directly to any ArcGIS Server geodatabase 29 Can only be used with SQL Server 2005 Express 30 Restricted to a maximum total of four (4) gigabytes of data 31 Redundant Software installations) for failover operations may be implemented during the period the primary site is nonoperational The redundant Software installation(s) shall remain dormant except for system maintenance and updating of databases while the primary site or any other redundant site is operational 32 No redundant Softwaie installation is permitted 33 ArcGIS Online may only be utilized in conjunction with ArcGIS Desktop Software and ArcGIS Explorer Software 34 Licensee's organization is limited to the number of specified credits, transactions, geography, or number of users as described in the online product description 35 Licensed end users shall not share client -side data cache derived from ArcGIS Online with other licensed end users or third parties 36 Licensee may not download or store resulting data or information except lot results dei ived from using ArcWeb Services Address Manager 37 Data provided with StreetMap may be used for mapping, geocoding, and routing purposes but is not licensed for dynamic routing purposes For instance, StreetMap may not be used to alert a user about upcoming maneuvers (such as warning of an upcoming turn) or calculating an alternate route if a turn is missed 38 ArcGIS Server 3 D extension included with ArcGIS Server (Workgroup or Enterprise) Standard and Advanced may only be used for generating globe data cacbe(s), or publishing a globe document as an ArcGIS Globe Service No other use of Page 3 of 4 E300 5/07B