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05-096 ESRI Enterprise License Agreement
• • . INTERLOCAL AGREEMENT FOR THE CITY OF SPOKANE VALLEY'S PARTICIPATION IN ESRI'S ENTERPRISE LICENSE AGREEMENT WITH 4 1050 SPOKANE COUNTY THIS AGREEMENT, made and entered into the I Lr day of JG(1b'u�'� , 2 . by and between the CITY OF SPOKANE VALLEY, a municipal corporation of the State of Washington, having offices for the transaction of business at 11707 East Sprague Avenue, Suite 106, Spokane Valley, WA 99206; hereinafter referred to as the "CITY"; and COUNTY OF SPOKANE, a political subdivision of the State of Washington, having offices for the transaction of business at 1115 West Broadway, Spokane, WA 99260, hereinafter referred to as the "County." WITNESSETH: WHEREAS, pursuant to the provisions of Revised Code of Washington RCW 36.32.120(6), the Board of County Commissioners of Spokane County has the care of County property and the management of County funds and business; and WHEREAS, Chapter 39.34 RCW authorizes public agencies to contract with one another to perform any governmental service, activity, or undertaking which each public agency entering into the contract is authorized by law to perform; and WHEREAS, the parties have cooperated for many years in the use of Geographic information Systems Resources by standardizing on ESRI GIS software in order to jointly build common interagency GIS data layers that have enabled, the parties to providing geographic services that have best met the needs of the community while • avoiding duplication of effort and cost; and • INTERLOCAL AGREEMENT--] WHEREAS, the parties desire to reduce GIS software acquisition costs and continue to improve the efficiency of geographic services provided to the community; • and WHEREAS, the parties desire to continue further cooperation by agreement; NOW, THEREFORE, in consideration for the mutual terms and conditions contained herein the parties hereto covenant and agree as follows: 1. Purpose. The purpose of this agreement is for the County to provide an • opportunity for. the City to acquire selected ESRI GIS software licenses, maintenance and other administrative services/benefits as delineated herein and under the terms and conditions of the ENTERPRISE LICENSE AGREEMENT between Spokane County and ESRI. 2. Participation. The City is authorized to participate in the ESRI Enterprise License Agreement (ELA), provided the City agrees to abide by the terms and conditions of ESRI • ELA (incorporated as Addendum A herein) applicable to a Licensee by signing this document. Environmental Systems Research Institute Inc. may pursue remedies against a Licensee directly for noncompliance of the terms of the ESRI ELA. Rights specifically granted to the County by ESRI are not extended to the City. 3. Additional Or Revised Terms. The City agrees that additional or revised licensing terms for: (1) upgrades or updates to the Site License Software and Limited Deployment Software or (2) upgrades or updates to IDIQ (non-Site License Software)items may be incorporated from time to time..These license revisions/updates shall be provided by the County to the City as they are incorporated into the ELA. Additional or revised terms and conditions for new Software, Data, Documentation, shall be governed by the ESRT ELA and any revised terms found in the then-current General License Terms and Conditions and Exhibit I, the terms of which will be indicated on ESRI's Web site or enclosed in the deliverable's packaging, depending on the method of delivery. The pricelist(s) for IDIQ Software, Data, Documentation, maintenance for IDIQ items, training or services may be revised from time to time, but in no event shall pricing contained therein exceed standard commercial pricing. Unless revised via mutual written amendment between ESRI and the County, the annual ELA fee paid by the County to ESRI is fixed for the term of the agreement. The items provided by ESRI in exchange for the fee are identified in the :ELA and include selected software (type and quantity defined), maintenance for the defined software, limited virtual campus training and a fixed amount of ESRI User Conference registration passes. 4. Agreement Is Non-Exclusive. The City agrees to officially name ESRI as their standard and further agrees to act as a reference for other ESRI customers and potential customers as long as this Agreement remains in effect. Notwithstanding, under no circumstances shall this Agreement be construed or interpreted as an exclusive dealings INTERLOCAL AGREEMENT-2 • • agreement and The City reserves the right to purchase from third parties any of their requirements for GIS software. 5. Information To Be Supplied By The City. In order to support the County's ISD- GIS division in future negotiations regarding the renewal of the ESRI ELA, the City agrees to provide the County's ISD-G1S Division the following metrics on an annual basis by January 15t of each year. a. The total number of.Full Time Employees (.1~l'E's) for your agency. b. The total number of F'IE's with a desktop PC or equivalent (i.e., laptop, • tablet PC, etc.) c. The total General Fund Budget for your agency. 6. Scope Of Services. Services provided by the County Information Systems Department's GIS Division(ISD-GTS) are as follows: a. The County's LSD-GIS Division shall administer and manage the ESRI ELA for the City. The County will have the authority from ESRI to deploy ESRI Site License Software to the City. The City, who rolls- . in its existing copies of ESRI Site License Software (Detailed in Addendum B) or Limited Deployment Software (Detailed in Addendum C), shall receive maintenance as defined by the ESRI ELA. Such maintenance shall be coordinated/managed by the County as further defined herein. The County may deploy up to the total quantity of ESRI Software licenses as defined in Table B-1 of Appendix B of the ESRI ELA. The City and the County may also issue purchase orders directly to ESRI for IDIQ Software (Software not identified in Table B-1 of Appendix B of ESRI ELA), Data, Documentation, maintenance for JDIQ Software, training, or custom services. Requests and orders for such ESRI software or services shall be made directly to ESRI and shall not be administered and managed by Spokane County ISD-GIS.. • b. The County shall provide Tier 1 Technical Support via a Central GIS Help Desk. The County's ISD-GIS Division shall also maintain the official list of the eight (8) named individuals who may contact ESRI.'s Technical Support Group directly for Tier 2 Technical Support in Addendum D c. ESRI Conference Registrations and ESRI Virtual Campus Web-based Training Seats shall be distributed to the City, based on the percentage a given agency is contributing to the annual payment of the ELA and County ELA Administration Fee. The City will be entitled to at least once ESRI Conference Registrations per year upon request. i. Year one distributions of the ESRI Conference Registrations and ESRI Virtual Campus Web-based Training Seats will be I:NTERLOCAL ACREE1VIENT-3 based on the methods described in Section 7c under INVOICING AND COST SHARING. ii. The remaining out year distributions of the ESRI Conference Registrations and ESRI Virtual Campus Web-based Training Seats will be based on the methods described in Section 7d under INVOICING AND COST SHARING but summed for the entire year. iii. . Spokane County's ISD-GIS Division shall notify the City of its ESRI Conference Registrations and ESRI Virtual Campus Web-based Training Seats allocation for the coming year by January 15`h of each year that the ELA remains in effect. 7. Invoicing And Cost Sharing. The County shall handle all invoicing associated with the ESRI Enterprise License Agreement as follows. a. Make annual $195,000 payments to ESRI within 30 days of the anniversary date of ESRI ELA of 1 January for the term of the ELA. b. The County ELA Administration Fee will be$5,000 for the administration of ESRI's ELA.. c. Year one. City cost-allocation of ESRI ELA and County ELA Administration Fee by the County shall be based on 2004 ESRI maintenance payment percentages as detailed in Addendum E. Payment to the County for the first year of the ESRI ELA (2005) is due by January 30th, 2005. d. Year two and three (and potentially four). prorations of County ELA ' Administration Fee and ESRI ELA License Fee shall be based on number of ESRI software licenses keyed to a given agency/licensee. An ESRI software license table will be maintained by the County's ISD-GIS Division and updated on a monthly basis for each licensee. Cost allocation of the portion of the ESRI ELA License Fee that a given agency/Iicensee would be responsible for will be calculated as follows: i. Each individual ESRI software license will be associated with its associated standard ESRI maintenance fee. See Addendum F for Table of Standard ESRI Maintenance Fees ii. The sum of the standard ESRI maintenance fees for all keyed ESRI software licenses for given agency will then be calculated. iii. The sum of all agencies standard maintenance fees will be calculated. iv. The sum of each agency's individual standard ESRI maintenance fees calculated in Step 2 will be divided by the sum of all agencies standard maintenance fees calculated in Step 3. The result of this calculation will then be IATTERLOCAI..AGREEMENT-4 • turned into a percentage by multiplying by 100. This percentage calculation for each agency will he generated on a monthly basis. v. The sum ($200,000.00) of the annual County ELA Administration Fee ($5,000.00) and the annual ESRi ELA License Fee (5195.000.00) will then be divided by twelve and multiplied by a given agency's monthly percentage - calculated in Step 4 and invoiced to that agency on a monthly basis by the County's information Systems Department (LSD). All calculations for Steps 1-5 will be based on the ESRI software license table maintained by the County's ISD-GIS Division. The initial version of this table will be generated by the County in January 2005. The City shall remit the funds due to the County within 30 days of invoicing. Monthly invoicing for year two (2006) will begin in January 2005 as ESRJ requires maintenance payments in advance for software and maintenance. 8. Request, Deployment, & Account Procedures Of Newly-Keyed ESRI ELA Site License Software. the County's ISD-GIS Division shall maintain the official list authorized individuals (one per licensee) in Addendum G who have the budget authority to request additional ESRI software covered by the ESRI ELA (as defined in Table B-1 of Appendix B of the ESRI ELA). Requests by a given Eligible Agency for additional ESRI Software License must be sent to gissupportQspokanecounty.org. Newly keyed licenses will be added for that licensee on a monthly basis to the ESRI software license Table maintained by the County's ISD-GIS Division (as initially described in Section 7d). Newly keyed licenses will be incorporated on a monthly basis into the Cost allocation procedures describe in Section 7d under INVOICING AND COST SHARING. . 9. Compliance with Laws. Each party shall comply with all federal, state, and local laws and regulations. 10. Assignments. This contract is binding on the parties and their heirs, successors, and assigns. Neither party may assign, transfer or subcontract its interest, in whole or in part, without the other party's prior written consent. 11. Amendments. This contract may be amended at any time by mutual written agreement. No modification or amendment of this agreement shall be valid until the same is reduced to writing and executed with the same formalities as this agreement. 12. Anti-kickback. No officer or employee of the City of Spokane Valley, having the power or duty to perform an official act or action related to this contract shall have or • acquire any interest in the contract; or have solicited, accepted or granted a present or future gift, favor, service or other thing of value from or to any person involved in this contract. 13. Termination. Either party may terminate this contract by thirty (30) days' written notice to the other party. In the event of such termination, the City of Spokane Valley shall pay for any work completed up to the thirty(30) days or termination date. ENNERLOCAL AGREEMENT-5 1 ' 14. Severability. In the event any provision of this contract should become invalid, the rest of the contract shall remain in full force and effect. 15. Nondiscrimination. No individual shall be excluded from participation in, denied benefit of, subject to discrimination under, or denied employment in the administration of or in connection with this contract because of race, color, creed, marital status, familial status, religion, sex, sexual orientation, national origin, Vietnam era or disabled veteran status, age, or disability. Each party shall comply with all applicable federal, state and local nondiscrimination laws, regulations and policies. 16. Venue. This Agreement has and shall be construed as having been made and delivered in the State of Washington and the laws of the State of Washington shall be applicable to its construction and enforcement. Any action or judicial proceeding for the enforcement of this agreement or any provision shall be instituted only in a court of competent jurisdiction within Spokane County, Washington. 17. All Writings Contained Herein. This agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this agreement shall be deemed to exist or to bind any of the parties. 18. Administration/Administrator. No new or separate legal or administrative entity is created to administer the provisions of this agreement. The County's TSD-GIS Division shall be the administrator of this agreement. 19. Agreement To Be Filed. The City shall file this agreement with its City Clerk. The County shall file this agreement with its County Auditor. 20. Non-Waiver. No waiver by either party of any of the terms of this agreement shall be construed as a waiver of the same or other rights of that party in the future. 21. Headings. Headings are inserted for convenience of reference only and are not to be deemed part of or to be used in construing this agreement. 22. Compliance With Laws. The Parties shall observe all federal, state and local laws, ordinances and regulations, to the extent that they may be applicable to the terms of this agreement. 23. Relationship Of The Parties. The Parties intend that an independent contractor relationship will be created by this agreement. The City is interested only in the results that could be achieved and the conduct and control of all services will be solely with the County. No agent, employee, servant or otherwise of the County shall be deemed to be an employee, agent, servant, or otherwise of the City for any purpose and the employees of the County are not entitled to any of the benefits that the City provides for City employees. The County will be solely and entirely responsible for its acts and the acts of INTERLOCAL AGREEMENT--6 its agents, employees, servants, subcontractors or otherwise, during the performance of this Agreement. The County does not have the power or authority to bind the City in any promise, agreement, or representation other than specifically provided for in this Agreement. • 24. Enforcement Costs. If any legal action or other proceeding is brought for the enforcement of this agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs, and all expenses (including taxes) even if not taxable as court costs (including, without limitation, all such fees, costs, and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. 25. Maintenance Of Records. The County will maintain, for at least three (3) years after completion of this agreement, all relevant records pertaining to the agreement. The County shall make available to the City or the Washington State Auditor or their duly authorized representatives, at any time during their normal operating hours, all records, books or pertinent information which the County shall have kept in conjunction with this agreement and which the County may be required by law to include or make part of its auditing procedures, an audit trail or which may be required for the purpose of funding the services contracted for herein. 26. Remedies. No remedy herein conferred upon any Party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any Party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. 27. Property. The ESRI software to be used by the City shall be pursuant to this Agreement and the ESRI Enterprise License Agreement. ESRI shall retain ownership of the software throughout the term of this agreement. Upon termination of the City's use, the software shall he uninstalled and returned to ESRI in accordance with the ESRI Enterprise License Agreement. 28. Duration/Termination. The duration of this Agreement shall be concurrent with the . ESRI Enterprise License Agreement and shall terminate upon the termination of the ESRI Enterprise License Agreement, except that the County may terminate this Agreement upon the City's failure to comply with the terms and conditions of this Agreement and/or the ESRI Enterprise License Agreement. I?I TERLOCAL AGREEMENT-7 IN «FITNESS WHEREOF, the parties have caused this Interlocal Agreement to be executed on the date and year opposite their respective signatures. SPOKANE COUNTY: By: / -��.� Ti • % ' g ta/i4/o2c - 'oA iro464ll, _C Date CITY OF SPOKANE VALLEY: /45-10 -1VFayer- /4 Date • U TER.LOCAL AGREEMENT--8 O 1111111111111111111111111111111111111111101 9312o1f Returnto: SPOKANE CO O IIIISSIOHERS AGR 03.99 I okane8Co 11 IlA Spokane Co, WA Daniela Erickson Clerk of the Board Commissioners'Office INTERLOCAL AGREEMENT FOR THE CITY OF SPOKANE VALLEY'S PARTICIPATION IN ESRI'S ENTERPRISE LICENSE AGREEMENT WITH SPOKANE COUNTY Reference number(s) of related documents: NA Grantor(s): SPOKANE COUNTY, a political subdivision of the State of Washington 1116 W. Broadway, Spokane, WA 99260. Grantee(s): CITY OF SPOKANE VALLEY, a municipal corporation of the State of Washington 11707 E. Sprague Ave., Suite 106, Spokane Valley, WA 99206. Legal Description: NA Assessor's Property Tax Parcel Account Number(s): NA • • 52931z2o 9 Pg/�2AI2R851t�11R 1111318111 1 111111111 uR. `` 11111111 C9,l{1111{11 S kane 1111111 111111 SPOKANE CO C014?11SS14tl�RS • • INTERLOCAL AGREEMENT FOR THE CITY OF SPOKANE VALLEY'S PARTICIPATION IN LSR.I'S ENTERPRISE LICENSE AGREEMENT WITH 4 1050 SPOKANE COUNTY THIS AGREEMENT, made and entered into the /4-/h day ofLec • , aZpdcl. by and between the CITY OF SPOKANE VALLEY, a municipal corporation of the State of Washington, having offices for the transaction of business at 11707 East Sprague Avenue, Suite 106, Spokane Valley, WA 99206; hereinafter referred to as the "CITY"; and COUNTY OF SPOKANE, a political subdivision of the State of Washington, having offices for the transaction of business at 1115 West Broadway, Spokane,WA 99260,hereinafter referred to as the"County." WITNESSETH: WHEREAS, pursuant to the provisions of Revised Code of Washington RCW 36.32.120(6), the Board of County Commissioners of Spokane County has the care of County property and the management of County funds and business; and WHEREAS, Chapter 39.34 RCW authorizes public agencies to contract with one another to perform any governmental service, activity, or undertaking which each public agency entering into the contract is authorized by law to perform; and WHEREAS,the parties have cooperated for many years in the use of Geographic Information Systems Resources by standardizing on ESRI GIS software in order to jointly build common interagency GIS data layers that have enabled the parties to providing geographic services that have best met the needs of the community while avoiding duplication of effort and cost; and INTERLOCAL AGREEMENT-1 t tllllt III 1111 5293124 Page! 3 of 9 SPOKANE 00 C4t1<IISSI04�ERS 88R $9 ;; 18!2912666 I1 11R Spokane Co, laR WHEREAS, the parties desire to reduce GIS software acquisition costs and continue to improve the efficiency of geographic services provided to the community; and WHEREAS,the parties desire to continue further cooperation by agreement; NOW, THEREFORE, in consideration for the mutual terms and conditions contained herein the parties hereto covenant and agree as follows: 1. Purpose. The purpose of this agreement is for the County to provide an opportunity for the City to acquire selected ESRI GIS software licenses, maintenance and other administrative services/benefits as delineated herein and under the terms and conditions of the ENTERPRISE LICENSE AGREEMENT between Spokane County and ESRI. 2. Participation. The City is authorized to participate in the ESRI Enterprise License Agreement (ELA),provided the City agrees to abide by the terms and conditions of ESRI ELA (incorporated as Addendum A herein) applicable to a Licensee by signing this document. Environmental Systems Research Institute Inc. may pursue remedies against a Licensee directly for noncompliance of the terms of the ESRI ELA. Rights specifically granted to the County by ESRI are not extended to the City. 3. Additional Or Revised Terms. The City agrees that additional or revised licensing terms for: (1) upgrades or updates to the Site License Software and Limited Deployment Software or (2) upgrades or updates to IDIQ (non-Site License Software)items may be incorporated from time to time. These license revisions/updates shall be provided by the County to the City as they are incorporated into the ELA. Additional or revised terms and conditions for new Software, Data, Documentation, shall be governed by the ESRI ELA and any revised terms found in the then-current General License Terms and Conditions and Exhibit 1, the terms of which will be indicated on ESRI's Web site or enclosed in the deliverable's packaging, depending on the method of delivery. The pricelist(s) for IDIQ Software,Data,Documentation, maintenance for IDIQ items, training or services may be revised from time to time, but in no event shall pricing contained therein exceed standard commercial pricing. Unless revised via mutual written amendment between ESRI and the County, the annual ELA fee paid by the County to ESRI is fixed for the term of the agreement. The items provided by ESRI in exchange for the fee are identified in the ELA and include selected software (type and quantity defined), maintenance for the defined software, limited virtual campus training and a fixed amount of ESRI User Conference registration passes. 4. Agreement Is Non-Exclusive. The City agrees to officially name ESRI as their standard and further agrees to act as a reference for other ESRI customers and potential customers as long as this Agreement remains in effect. Notwithstanding, under no circumstances shall this Agreement be construed or interpreted as an exclusive dealings R'TERLOCAL AGREEMENT--2 Fa*e 124 I SPOKANE CO COM1ISSIONERS AQR $9.199 18/29/2®95 1i�11A Spokane Co, WA agreement and The City reserves the right to purchase from third parties any of their requirements for GIS software. 5. _Information To Be Supplied By The City. In order to support the County's ISD- GIS division in future negotiations regarding the renewal of the ESRI ELA, the City agrees to provide the County's ISD-GIS Division the following metrics on an annual basis by January 15th of each year. a. The total number of Full Time Employees (FTE's) for your agency. b. The total number of FTE's with a desktop PC or equivalent (i.e., laptop, tablet PC, etc.) c. The total General Fund Budget for your agency. 6. Scope Of Services. Services provided by the County Information Systems Department's GIS Division (ISD-GIS) are as follows: a. The County's ISD-GIS Division shall administer and manage the ESRI ELA for the City. The County will have the authority from ESRI to deploy ESRI Site License Software to the City. The City, who rolls- . in its existing copies of ESRI Site License Software (Detailed in Addendum B) or Limited Deployment Software (Detailed in Addendum C), shall receive maintenance as defined by the ESRI ELA. Such maintenance shall be coordinated/managed by the County as further defined herein. The County may deploy up to the total quantity of ESRI Software licenses as defined in Table B-1 of Appendix B of the ESRI ELA. The City and the County may also issue purchase orders directly to ESRI for IDIQ Software (Software not identified in Table B-1 of Appendix B of ESRI ELA), Data, Documentation, maintenance for IDIQ Software, training, or custom services. Requests and orders for such ESRI software or services shall be made directly to ESRI and shall not be administered and managed by Spokane County ISD-GIS.. b. The County shall provide Tier 1 Technical Support via a Central GIS Help Desk. The County's ISD-GIS Division shall also maintain the official list of the eight(8)named individuals who may contact ESRI's Technical Support Group directly for Tier 2 Technical Support in Addendum D c. ESRI Conference Registrations and ESRI Virtual Campus Web-based Training Seats shall be distributed to the City,based on the percentage a given agency is contributing to the annual payment of the ELA and County ELA Administration Fee. The City will be entitled to at least • once ESRI Conference Registrations per year upon request. i. Year one distributions of the ESRI Conference Registrations and ESRI Virtual Campus Web-based Training Seats will be INTERLOCAL AGREEMENT-3 • • � 5293124 lUff 111111 l III 1111 IIlbiii ifi1 [III Page: 5 of 9 III1 SPOKANE CO COMISSIONERS RER 18.58 SpokaneOCCoo,t t1R based on the methods described in Section 7c under INVOICING AND COST SHARING. ii. The remaining out year distributions of the ESRI Conference Registrations and ESRI Virtual Campus Web-based Training Seats will be based on the methods described in Section 7d under INVOICING AND COST SHARING but summed for • the entire year. iii. . Spokane County's ISD-GIS Division shall notify the'City of its ESRI Conference Registrations and ESRI Virtual Campus Web-based Training Seats allocation for the coming year by January 15`"of each year that the ELA remains in effect. 7. invoicing And Cost Sharin . The County shall handle all invoicing associated with the ESRI Enterprise License Agreement as follows. a. Make annual $195,000 payments to ESRI within 30 days of the anniversary date of ESRI ELA of 1 January for the term of the ELA. b. The County ELA Administration Fee will be$5,000 for the administration of ESRI's ELA. c. Year one. City cost-allocation of ESRI ELA and County ELA Administration Fee by the County shall be based on 2004 ESRI maintenance payment percentages as detailed in Addendum E. Payment to the County for the first year of the ESRI ELA(2005) is due by January 30`x', 2005. d. Year two and three (and potentially four). prorations of County ELA Administration Fee and ESRI ELA License Fee shall be based on number of ESRI software licenses keyed to a given agency/licensee. An ESRI software license table will be maintained by the County's ISD-GIS Division and updated on a monthly basis for each licensee. Cost allocation of the portion of the ESRI ELA License Fee that a given agency/licensee would be responsible for will be calculated as follows: i. Each individual ESRI software license will be associated with its associated standard ESRI maintenance fee. See Addendum F for Table of Standard ESRI Maintenance Fees ii.The sum of the standard ESRI maintenance fees for all keyed ESRI software licenses for given agency will then be calculated. iii. The sum of all agencies standard maintenance fees will be calculated. iv. The sum of each agency's individual standard ESRI maintenance fees calculated in Step 2 will be divided by the sum of all agencies standard maintenance fees calculated in Step 3. The result of this calculation will then be INTERLOCAL AGREEMENT-4 • • 5293124 II 11111 I IIll I Illiiiu II I if 1111 Page: 6 of 119: SPOKANE CO COt111ISSIOIRS AGR f6. Spok�Co,lWAl to turned into a percentage by multiplying by 100. This percentage calculation for each agency will be generated on a monthly basis. v. The sum ($200,000.00) of the annual County ELA Administration Fee ($5,000.00) and the annual ESRI ELA License Fee ($195.000.00) will then be divided by twelve and multiplied by a given agency's monthly percentage calculated in Step 4 and invoiced to that agency on a monthly basis by the County's Information Systems Department(ISD). All calculations for Steps 1-5 will be based on the ESRI software license table maintained by the County's ISD-GIS Division. The initial version of this table will be generated by the County in January 2005. The City shall remit the funds due to the County within 30 days of invoicing. Monthly invoicing for year two (2006) will begin in January 2005 as ESRI requires maintenance payments in advance for software and maintenance. 8. Request. Deployment, & Account Procedures Of Newly-Keyed ESRI ELA Site License Software. the County's ISD-GIS Division shall maintain the official list authorized individuals (one per licensee) in Addendum G who have the budget authority to request additional ESRI software covered by the ESRI ELA (as defined in Table B-1 of Appendix B of the ESRI ELA). Requests by a given Eligible Agency for additional ESRI Software License must be sent to glssupporaspokanecounty.org. Newly keyed licenses will be added for that licensee on a monthly basis to the ESRI software license Table maintained by the County's ISD-GIS Division (as initially described in Section 7d). Newly keyed licenses will be incorporated on a monthly basis into the Cost allocation procedures describe in Section 7d under INVOICING AND COST SHARING. 9. Compliance with Laws. Each party shall comply with all federal, state, and local laws and regulations. 10. Assignments. This contract is binding on the parties and their heirs, successors, and assigns. Neither party may assign, transfer or subcontract its interest, in whole or in part, without the other party's prior written consent. 11. Amendments. This contract may be amended at any time by mutual written agreement. No modification or amendment of this agreement shall be valid until the same is reduced to writing and executed with the same formalities as this agreement. 12. Anti-kickback. No officer or employee of the City of Spokane Valley, having the power or duty to perform an official act or action related to this contract shall have or acquire any interest in the contract, or have solicited, accepted or granted a present or future gift, favor, service or other thing of value from or to any person involved in this contract. 13. Termination. Either party may terminate this contract by thirty (30) days' written notice to the other party. In the event of such termination, the City of Spokane Valley shall pay for any work completed up to the thirty(30)days or termination date. INTERLOCAL AGREEMENT-5 111111 11111 11111 1II11 1111 l FIJ1 111 11111 5293124 Page: ) of 9 SPOKANE CO COl1111SSICRERS pSY 99 10/29!2695 11:11A Spokane Co, WA 14. Severability. In the event any provision of this contract should become invalid, the rest of the contract shall remain in full force and effect. 15. Nondiscrimination. No individual shall be excluded from participation in, denied benefit of, subject to discrimination under, or denied employment in the administration of or in connection with this contract because of race, color, creed, marital status, familial status, religion, sex, sexual orientation, national origin, Vietnam era or disabled veteran status, age, or disability. Each party shall comply with all applicable federal, state and local nondiscrimination laws,regulations and policies. • • 16. Venue. This Agreement has and shall be construed as having been made and delivered in the State of Washington and the laws of the State of Washington shall be applicable to its construction and enforcement. Any action or judicial proceeding for the enforcement of this agreement or any provision shall be instituted only in a court of competent jurisdiction within Spokane County, Washington. 17. All Writings Contained Herein. This agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this agreement shall be deemed to exist or to bind any of the parties. 18. Administration/Administrator. No new or separate legal or administrative entity is created to administer the provisions of this agreement. The County's ISD-GIS Division shall be the administrator of this agreement. 19. Agreement To Be Filed. The City shall file this agreement with its City Clerk. The County shall file this agreement with its County Auditor. 20.Non-Waiver.No waiver by either party of any of the terms of this agreement shall be construed as a waiver of the same or other rights of that party in the future. 21. Headings. Headings are inserted for convenience of reference only and are not to be deemed part of or to be used in construing this agreement. 22. Compliance With Laws. The Parties shall observe all federal, state and local laws, ordinances and regulations, to the extent that they may be applicable to the terms of this agreement. 23. Relationship Of The Parties. The Parties intend that an independent contractor relationship will be created by this agreement. The City is interested only in the results that could be achieved and the conduct and control of all services will be solely with the County.No agent, employee, servant or otherwise of the County shall be deemed to be an employee, agent, servant, or otherwise of the City for any purpose and the employees of the County are not entitled to any of the benefits that the City provides for City employees. The County will be solely and entirely responsible for its acts and the acts of INTERLOCAL AGREEMENT-6 • � • I Illlll VIII I II�lI I�I VIII�III�I l.�I�II II 1 II� Page: 8 3 2of 9 SPOKANE CO COMISSIONERS MR SO ea Spok8ane8 Co,1WR11A its agents, employees, servants, subcontractors or otherwise, during the performance of this Agreement. The County does not have the power or authority to bind the City in any promise, agreement, or representation other than specifically provided for in this Agreement. 24. Enforcement Costs. If any legal action or other proceeding is brought for the enforcement of this agreement, or because of an alleged dispute, breach, default or • misrepresentation in connection with any provisions of this agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs, and all expenses (including taxes) even if not taxable as court costs (including, without limitation, all such fees, costs, and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. 25.Maintenance Of Records. The County will maintain, for at least three(3) years after completion of this agreement, all relevant records pertaining to the agreement. The County shall make available to the City or the Washington State Auditor or their duly - authorized representatives, at any time during their normal operating hours, all records, books or pertinent information which the County shall have kept in conjunction with this agreement and which the County may be required by law to include or make part of its auditing procedures, an audit trail or which may be required for the purpose of funding the services contracted for herein. 26. Remedies. No remedy herein conferred upon any Party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any Party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. 27. Property. The ESRI software to be used by the City shall be pursuant to this Agreement and the ESRI Enterprise License Agreement. ESRI shall retain ownership of the software throughout the term of this agreement. Upon termination of the City's use, the software shall be uninstalled and returned to ESRI in accordance with the ESRI Enterprise License Agreement. 28. Duration/Termination. The duration of this Agreement shall be concurrent with the ESRI Enterprise License Agreement and shall terminate upon the termination of the ESRI Enterprise License Agreement, except that the County may terminate this Agreement upon the City's failure to comply with the terms and conditions of this Agreement and/or the ESRI Enterprise License Agreement. INTERLOCAL AGREEMENT-7 0 11Ill IIII{II11I 11111 1 Iiiiriii1I I1I II III} 52931 Pam� 9 of 24 9 !8/28/2885 11:IIA SPOKANE CO CONNISSIONERS ASR t8.8$ Spokane Co, NA IN WITNESS WHEREOF, the parties have caused this Interlocal Agreement to be executed on the date and year opposite their respective signatures. SPOKANE COUNTY: BY: //WA / - � � i f I '• ./4 :s /00V4a0.0 Chace-raid_ , Bow Date CITY •F SPOKANE VALLEY: OP le-MO-a? ror GY -/f , Date ‘1jS�G 5 • INCERLOCAL AGREEMENT-8 C ADDENDUM A • ESRI'S ENTERPRISE LICENSE AGREEMENT See attached Agreement No. 2004ESL6082 • • • • INTERLOCAL AGREEMENT-9 ADDENDUM B EXISTING TING COPIES OF ESRI LICENSE SOFTWARE TTEt . I ZFi) BY • • ELF ISLE AGENCY - SPOKANE COUNTY _ •Cuslome,�f LCUStoruer Fame • Department I REGION to [Mer -• Group .• I—- •..7"itle . 1`atal Scats ,COUNTY OF !ASSESSORS 19242 •SPOKANE :OFFICE SPOKANE .WA IO0Concurrent We - Aitinfo 9 . • COUNTY OF ASSESSORS 19292 4POKANC3 OFFICE .SPOKANE WA 160CancffTeftUsc . ArePress 1 :COUNTY OF ASSESSORS 19292 :SPOK-A F OFFICE SPOKANE .WA 3I0.Arelnfol'xtcfl5 ANStoiyn , 6 • • (COUNTY 01= AS;1 SSORS I I - 19292 ISPOKA E OFFICE SPOKANE :WA. 284'Arclnfo Exr.ens LOGO 9 , 'COUN'TY OF INFORMATION _ 6505 ;SPOKANE SYSTEMS DE.PT;SPDKANTE ;WA i E44.Concun-ent U3c ; 3D Analyst I 2 ,COUNTY(-IF Ct 'FORMATION I 6505 :SPOKANP. f5-.N.S `JrM H.DEFT,5POKA�FE WA i I10'Ccn urrenlUse . .AreEditnr 10 , .COI T TY OF INFOl1 iATION ; 6505 ;SPOKANE SYSTEMS DEPT SPOKANE -WA r 40.Servnr Snfhuar i ArcIMS 2 Y• .COUNTY OF JNEaORMATION 6505 -SPOKANE SYS'rE„MS DEFT SPOICANE .WA I 100 Concurren[Use Areinfo 14 ...COUNTY O E: ;INFORMATION I [• - -- ._.- .._ 0505 'SPOKANE. -SYSTEMS DEPT SPOKANE W,+l l60'Concurren t Use ' AioPresg 1 ;COUNTY•OF •1NFO12MAT!ON 6545 4EOKANE 'SYSTEMSDEPT;SPOKANE ;WA 300 Arc In Coextcp5 AreScari 1 , :cou fl O I[NFORMAT1O' : 6505 :SPOKANE . IS?STEMS OE,'.PT:SPOKANE :WA I 10 Server Soflwar . ArvSDE 8 I ;COUNTY OF IINLTORMATION= I _. 6505 ;SPOKANE SYSTEMS DEPT:SPOKANf TWA !- -124 Con•eurrcn4 Use - AreView 2 :COUNTY OF i TFQRMATION d_ 1 — -- 6505 ;SPOKANE SYSTI?M.5.DEP.T!SPOKAN'E :WA 430.6 iii IeUse • ArcVlcsv r 10 ff COUNTY Or NFOR MKC[QN 1 6505 -SPOKANE SYSTEMSDEPTSPOKANE WA S74Windosc 3x An;View 22 COUNTY OF 'INFORMATION 6505 !SPOKANE iSYSTE1SDEPT;SPOTCAl9 ;1WA I 280ArclnfoEatens I COGQ 4 COUNTY OF IE TPORMATION j • ! IT 1 - ' 6505 !SI`QKANE nSYSTEMSDEPT!SPOKANTE 1WA 6130Mtsc • MapObjects �Tiii 1 5 ,COUNTY OF IRE`FOPALAT!ON: • 6505 „/S''�POKANE„ ,. ISYS'13M5 DEPT:SPOKANL 4WA -. 660Misc-.-- .--- MapOhjects Wire i ] Icour 7Y OF.' .[NpRI,'TATT5 ; - r --.-- '-'- 6505 '.SPOKANE (SYSTEMS DEPTISPOKAI-E IWA I. 260!Arclnlb f xtens : Nctwork I 8 — COUNTY OF J�I7AT1FORMATION , , 6545 :SFO1GANI1. RtiYS'1-E?CtiAS DEPT;SPOKAT E !WA 130Coricun-en[Use Spatial Analyst C COUNTY OF INTOR MTON • 1 i 6505 SF0KAAN8 SYSTEMS DEPT:SPOKANE. .WA 440Sinele Use „Spam.)An-lyss �—..._2 • ;COUNTY OF INFORMATION- ! : 6545 'SPOKANE SYSTEMS DI;PT;SPOKANE WA i 580 Windows 3x : Spacial Analp t I - 2 • 00171 1Y OF INFORMATION; I I 6505 SPOKANE SYSTEMS DEPT:SPOKANE :WA 270 Extcns TIN I 3 .�--- LONG RANGE _ - COIJNCY OF PLANNING - 190 93 SPOK.A.0 E DEPT SPOKANE -WA 100.Concurrcn#Use : Art 2 1 •• (LONG RANGE 1 I COUNTY OF 1P]ANNING • I ' 119..3 SPOKr N1y DESY7 SPOI{ANE �WA 31 Arcrnfo xfcns AncStmsrr C2 LONG RANGE COTJNT'Y 0� LANNING 93 :SPOKANE DEPT' 'SPOKA.N ,WA 260ArclnfbIrxte[t5 Network E I LOYJ'C�T RAllCTE I COUNTY OF IPW4NING • 93 _SPOKANE IIDIIP'!' -.-- -. SPOKANE WA 130 Cancun-en LTse spatial Ana]ys[ ] E liN TE€tLOCAL AGREEMENT-10 • 0 0 COUNTY OF ROAD 6506 SPOKANE !ENGINEERS SPOKANE WA 140 Concurrent Use I 3D Analyst 1 'COUNTY OF (ROAD 6506 SPOKANE (ENGINEERS SPOKANE WA 100'Concurrent Use ( Arcinfo 5 COUNTY OF (ROAD 6506 SPOKANE ENGINEERS SPOKANE WA 160 Concurrent Use ArePress I — (COUNTY OF ROAD 6506 SPOKANE ENGINEERS SPOKANE WA 430.Single Use ArcView I 6 COUNTY OF IROAD 6506 SPOKANE ENGINEERS SPOKANE WA 280ArclnfoExtens C000 3 - COUNTY OF ROAD 6506 SPOKANE ENGINEERS SPOKANE .WA 260Arcinfo Extent Network 3 • reOUNTY OF ROAD - - 6506 :SPOKANE ENGINEERS_SPOKANE 1 WA _i 30 Concurrent Usc Spatial Analyst 1 ;COUNTY OF UTILITIES —i • 23325 SPOKANE SEWER DEPT ,SPOKANE :WA __ 100_;Concurrent Use Arcinfo 3 COUNTY OF UTILITIES - -- - 23325 SPOKANE SEWER DEPT SPOKANE WA 310:Arc Info Extens ArcStorm 3 COUNTY OF ?UTILCTTES -1 23325 SPOKANE !SEWER DEPT SPOKANE WA � 280'Arclnfo F.xtens COGO 3•COUNTY OF ``pUTII.ITTES 23325 SPOKANE !SEWER DEPT -SPOKANE •WA 220 Concurrent Use . Survey Analyst. I __I TI ULITIES - 'COUNTY OF STORM WATER. • 18101 SPOKANE _.DIV SPOKANE 'WA ? 140'ConcurrentUse 30 Analyst 1 I UTILITIES 1 1 'COUNTY OF STORM WATER( 18101 !SPOKANE DIV ,SPOKANE ;WA 100 Concurrent Use Arcinfo 3 -- _ ILTI TES , r- COUNTY OF STORM WATER 18101 SPOKANE IV SPOKANE -WA 570,Windows 3x ArcView l UTILITIES ,COUNTY OF STORM WATER: 18101 SPOKANE DIV - SPOKANE AWA ; 130ConcurrentUse Spatial Analyst 1 I i UTILITIES ! - If COUNTY OF STORM WATER' ■ 18101 `SPOKA\"1: DIV SPOKANE_,WA 580 Windows 3x • Spatial Analyst 1 • • CITY OF SPOKANE Customerrf '•Customer Name.- ► oartmeiu- REGION; .;State- -Order Group ,Jr,` ,. Title . Total.Seals • J iCr1Y OF ! I • - 6742 SPOKANE :GIS DEPT SPOKANE ,WA 140 Concurrent Use ; 3D Analyst 4 • 'CITY OF - _._... ; _i,. _- - 6742 SPOKANE :GIS DEPT SPOKANE WA 40'ScrvcrSoftwar ' AteIMS 4 CI'1"Y 01' - - 6742 ,SPOKANE ■GIS DEPT SPOKANE 'WA 100'Concurrent Use Arcinfo 20 ;CITY OF 6742 ;SPOKANE GIS DEPT SPOKANE WA 16_o;Concurrent Usc ArePress 3 • :CITY OF 6742 'SPOKANE !GIS DEPT SPOKANE ;WA 10 Server Softwar ArcSDE 6 CITY OF . 6742 SPOKANE GIS DEPT SPOKANE WA , 120,Concurrent Use ' ArcView 6 • . CITY OF 6742 SPOKANE •GIS DEPT SPOKANE WA 360 Unix 3x ArcView 3 CITY OF 6742 .SPOKANE !GIS DEPT SPOKANE 570 Windows 3x ArcView 40 'CITY OF ` 6742 SPOKANE IGIS DEPT .SPOKANE WA 280Arclnfo Extent COGO 5 'CITY OF 6742 SPOKANE GIS DEPT 'SPOKANE WA 740Misc Maplex 1 I CITY OF 6742 SPOKANE GIS DEPT SPOKANE WA 260 Arcinfo Extens Network 5 INTERLOCAL AGREEMENT-11 CITY OF 6742 SPOKANE GIS DEPT ,SPOKANE WA 1301Concmrent Use Spatial Analyst 6 CITY OF I 126611 (SPOKANE POLICE DEPT SPOKANE WA 1 120 Concurrent Use Arc View t CITY OF 126611 SPOKANE POLICE DEPT SPOKANE 1WA I 570 indows 3x ArcView 7 WASTEWATER CITY OF MANAGEMENT 193520 SPOKANE DEPT SPOKANE ,WA 100 Concurrent Use Arclnfo 2 WASTE WATER —' • CITY OF ANAGEM.ENT 1 193520 SPOKANE !DEPT SPOKANE ,WA 160 Concurrent Use • _ ArcPress 1 CITY OF SPOKANE VALLEY (Existing Copies of ESRI Site License Software provided under contract by Spokane County) • SPOKANE REGIONAL HEALTH DISTRICT :r;,•' , •, r :,1..,..,,:,::, ,' a Total'- Custornertt ;.Clrstoincr.Name; 'Department %REGION1. State. •,Order= Group 'r, .I Title '' f_Seats'< :SPOKANE 'REGIONAL HEALTH 14423 DISTRICT ;SPOKANE WA 100.Concutrent Use Arclnfo I SPOKANE REGIONAL ' • HEALTH 14423 1)ISTR.ICT SPOKANE WA 120;Concuri nt Use ArcView 2 SPOKANE ..�. A_+---- . e.... .- -- - . ._ ._-- --- ' REGIONAL • . . HEALTH 14423 DISTRICT SPOKANE WA 570.Windows 3x A rcView 1 SPOKANE . i • 3GIONAL I ' HEALTH ' . 14423 DISTRICT :SPOKANE WA 590,Windows 3x Network Analyst 1 SPOKANE — — GIONAL • HEALTH 14423 DISTRICT j ;SPOKANE WA 130:Concurrent Use i Spatial Analyst I , SPOKANE REGIONAL TRANSPORTATION COUNCIL :• Total` Customer# .'Customer Name Department REGION•. •State Order •.- . Group ••..' Title - Seats.. SPOKANE REGIONAL • ' 40540 TRANSPORTATION COUNCIL SPOKANE WA A - 100 Concurrent Use Arclnfo 2 SPOKANE 1 REGIONAL • 40540 TRANSPORTATION COUNCIL ,SPOKANE WA 260 Arclnfo Extens Network i • INTERLOCAL AGREEMENT--12 • • • ADDENDUM C EXISTING COPIES OF ESRI LIMITED DEPLOYMENT SOnFWARE ITEMIZED BY ELEGIBLE AGENCY SPOKANE COUNTY • Customer#) Customer Name • .artment REGION State° Order Grose i• Title Total Seats COUNTY OF • INFORMATION 6505 SPOKANE SYSTEMS DEPT SPOKANE WA 940 ( Misc ArcPad 1 ArcPad COUNTY OF • INFORMATION • Appi 6505 : SPOKANE SYSTEMS DEPT SPOKANE WA 950 Misc Builder COUNTY OF 6506 j SPOKANE ENGINEERS SPOKANE WA Misc ArcPad 1 COUNTY OF NOXIOUS WEED I I 293677 SPOKANE ' CONTROL BOARD SPOKANE i WA 950 Misc IArcPad 4 CITY OF SPOKANE Costumed/ Customer Name :Department REGION State : Grder ::i Group`. 1 Title , `-Totitl Seats.' • CITY OF f 6742 SPOKANE i GIS DEPT SPOKANE I WA 940 . Misc ArcPad 4 CITY OF 1 ArcPad Appl 6742 • SPOKANE GIS DEPT SPOKANE WA 950 Misc Builder WASTEWATER I • . CITY OF e MANAGEMENT i • 291204 a SPOKANE ., DEPT SPOKANE I WA 940 • Misc ArcPad 3 • CITY.OF SPOKANE VALLEY (No Existing Copies of ESRI Limited Deployment Software) SPOKANE REGIONA_I_.HEALTH DISTRICT • • •Customer# !.,Customci-Name;' ' . Department:. ' REGION State-., r.Order., r .Group l,tle,, ^Bents; SPOKANE REGIONAL FIEA.LTH 14423 DISTRICT I PIDE,VIIOLOGY . SPOKANE WA i 540 Windows 3x StrcctMap 1 • i SPOKANE REGIONAL • HEALTH •Business 14423 DISTRICT EPIDEMIOLOGY SPOKANE WA 550 .Windows 3x°Analyst I. SPOKANE REGIONAL TRANSPORTATION COUNCIL (No Existing Copies o.f..ESRI Limited Deployment Software) • • INTERLOCAL AGREEMENT-13 • ADDENDUM I) ELGD3LE AGENCY STAFF WHO MAY CONTACT ESRI'S TECHNICAL SUPPORT GROUP DIRECTLY • SPOKANE,COUNTY ESRI Eligible Agency Auihoriacd Cusiorticr'� Name • • Individual ':. ' Phone Number.' . ' • Expertise . • ' Email Address SPOKANE mstevrartfc s1lokart outttY,i 6505 1 COUNTY ` MIKE STEWART I (509)477-7253 Database Admin&SDE orsq SPOKANE GIS Transportation- mstewart(tasnokanecotntty. 6506 COUNTY DAVE RIDEOUT (509)477-7251' Engineering A.ps. SPOKANE • mwentzfiokance_ aatL�o 19292 COUNTY MIKE WENTZ (509)477-5939 ( GIS&Cadastral Apps SPOKANE 1)ARCY dachentetchPspokanecoun l 6505 COUNTY ACI•IENL3ACH (509)477-4142 GIS Web Services ty.ora • • . CITY OF SPOKANE 'FSRI £liiblcASeney Authorized; _ 1 • ' rr'{,y� •Custoritertt v.1461.e Phone Number.. •Ex•ertisc 1. Entail"Address • CITY OF • 6742 SPOKANE RAY SCHUG (509)625-6247 Database Admin&SDE rschug©spokanedity.org , CITY OP 6742., SPOKANE tIlLL MYERS • (509)625-6418 GIS Web Services •bmycrs(spokanecity,org • CITY OF SPOKANE VALLEY Under contract w/Spokane County'SD-GIS. All ESRI Technical Support will be initiated by Spokane County ISD-GIS • SPOKANE REGIONAL NEA.L'I ll DISTRICT • 3 ASR[' s ;Eligible Agcne'y. Authorized : -� Cu`sion>e�f,. Nnrre '• `IndividuaI ;, Phone Number_' Lxpertise, s,._' _.Email'Address ;. SPOKANE REGIONAL • • HEALTH msnringer a spnir n cGco4 nty, 14423 DISTRICT I MARK SPRINGER •(S09)324-1448 GIS&Epidemiology SPOKANE REGIONAL TRANSPORTATION COUNCIL ;ESRI 4. .Fligiblc• gency. -_'Authorized Customcrit • .• •Name . Individuate'. Phone Number. . ..Ex.ertise•.. Email-Address•SPOKANE REGIONAL • TRANSPORTATI GIS&Transportation 40540 ON DISTRICT ERIC JOHNSON (509)343-6385 ( Planning ejghns_op Asrtc.ore • LNTERLOCAL AGREEMENT-14 • O . 0 • • • ADDENDUM E YEAR ONE COST ALLOCATION OF ESRI ESA & COUNTY ELA • ADICTIMS MANION FEE Ttemizatinn of ES RI !i LA icensc Fee ESRI Enterprise License$ 195,000.00 Taxes S 16,381100 - Total FS1U.ELA Fee S 211,3808ii Prorated IterniaatIon of County County Adnoin County Admin. Administration Fee 2004 ESRI Main. % Nee Pcc Spokane.County$ 22,420.00 315-86% S 1,}{+12.79 S 5,000.00 City of Spokane S 45,265.07 54.67%.$ 2,743-44 S RTC.5 4,700.00 5.34%$ 267,15 Spofranc County I3ealth District S 1,279.45 1.45%$ 7233 Spokane Valley$ 1 340,Ca0 1,45% 5 73.$9 $ 87,96452 100.110% $ 5,000.00 2004ESTt7 1?nterprise Prorated F.tii41 fyl,A& 3temiZatipq by Agency of.ESk7T Maintenance Enterprise Increase County County Admin 1±LA and County Admin, Fee BIIIIisg % Splits Amount Admin Feu Fee • •Sp4)kane County$ 68.16000 55,10% $11.6,4458.35 $45,308.35 51,542.79 $ 118,31].13 City of Spokane S 45265A7 39-02% S 82,472.90 S 34,207.83 . $2,743.44 $ 85,216.34 &RTC S 4,700.00 3-8036,S 8,031.12 S 3,331.12 $ 267-15 8,298-27 Spokane County Health Distritt$ 1,279.4,5 1.03%$ 2,18626 $ 906.8! S 72.73 S 2258.98 Spokane Volley$ 1,300-00 1.05%$ 2,22137 $ 921-37 $ 73.89 $ . 2,295.27 Totals 5 .123,704-52 100.00% $211,380.00 $87,675A8 $5,000.90 $ 216,380.00 • • • • FNTEULOCAL AGREEMENT--15 r,. ADDENDUM F TABLE OF STANDARD E RI MAINTENANCE FEES ' (E4O5M J l l 1/2004) Section Descrft inn Price AruGIS Caneurreut Use Licenses Arelntb Concurrent Use License Annual Maintenance(Primary 1s', I lib,21st,31st...) $3,000 Arclnfo Ccmcw ont Use Limner Annual Maintenance(Sccondory2-10,12-20...) $1,200 Primary Maintenance for AreView Concurrent Use License $700. • Sr Omdary Maintenance for ArcVicw Concurrent Use License $500 Primary Maintenance for ArcGFS Spatial Analyst Concurrent Use License S500 Secand<uy M lnrenanve for AreGIS Spatial Analyst Concurrent Use License 5200 Primary Maintenance/Or AreGIS 3D 2'w31y11.Concurrent Ilse T 1 CnSe 1£500 Sceolidary Maintenance for AreGIS 3D Analyst Concur-era Use License $200 Primary Maintenarace For ArcelS Geostatis€IG1!Analyst Concurrent Use License $540 Secondary Maintenance for ArcGIS Qeoslalislical Analyst Concurrent Use License S200 Maintenance for ArcP ess for ArcGIS Concurrent Use License 5200 Maintenance for ArcL!S 5trcetMip 9.0 Corrcurre,nl Use License ,1;201 Primary Maintenance for AFoOiS Publisher Concurrent The License $501} Secondary TaMaintenanee for AreGIS Publisher Cnneurrcnt Use License $200 Primary Maintenance for:L cCIS Survey Analyst Concurrent Use License. $500 Sewondar3r maintenance for AreGIS Surucy Analyst Concurrent Use License $200 • Primary Maintenance for AreGIS Track Analyst Concurrent Use License .$500 • Secondary Maintenance for Arc(lIS Trading Analyst Concurrent tJso],iceirse $200 Primary Mainsenance forArcG[S Arc Scat Concurrent Use License $560 Srcondary faintraiarrce for ArcGJSAreScan Concurrent Use License $300 Primary Maintenance for AreGIS Maplox Concurrent Use License _ $500 SceondaryMtintennce for Arc(31SM vier:Concurrent Use Licei c $201 Prirrtasy Mtinien utce far Arc<ilS Dank Ittteroperabilily Concurrent il5c License $51)6 tiecondary FM'13iriten9nce for ArcCiFS to Litero;aerabiIity Concurrent Use License $200 Primary Maintenance for ArcCrlS Scliernotics Concurrent Use License 5700 Secondary Maintenance for ArcOIS Schematic.Concurrent Use License $350 Primary.Maintenance forArcEditor Concurrent Use License $1,500 Secondary Maintenance for AreEditor Concurrent Use License 51,200 AreGIS Sin 8Ie V'a Licenses • Primly NrainicrkancE for AreViow 8.3 or 9.0 Single Use LicenFoe(Core Only) 5404 • Secondary Maintenance for ArcView 8.3 or 9.0 Single Use License(Core Only)E$erri ve 240 October 1,2004 Primary Maintenance for AreView 8.3 or 9.0 Single Use License(Core PFus extensions) 51,000 Secondary Maintenance€br AreView 8.3 or 9.0 Single fhsc License(Core Plus Extensions) 5900 Effective October 1,200 • Primary.Maintenance forArc1-ditar 5inglo Use(scitlfout extensions) $1,501) Secondary Mairitcrianee forAm:Editor Single Use(wishout extensions) S],200 • Primary Maintenance for ArcEditelr Single We with Extensions $2,100 Secondary Maintenance for Arc,Editor Single t[sc with Extensions $1,800 Mainteu:lnce Activation Prngi'arn(Teiiilrorary Prugrain}77xpires Mardi 31,2005) Primary Maintenance Activation Fee for ArcView Si,8.7,or E3 Single Use License for $£00 Windows,Core Only(Price Effective May 15,200111.4n3 March 31,21)05) • Secondary Maintenance Activation Fcc for Are View 8.1,8.2,or 8.3 Single Use License for ,5400 Windows,Core Only(Price Effective October 1,21)04 Lhni March 31,2005) Primary Maintenance Activation Fee for ArcView$,1,8.2,or 8.3 Single Use License For $1,500 Windows.Core Plus Extensions(Price Effective May 15,2001 thru March 31,2005) Secondary Maintcnanr.e Activation Fee for ArcView 8,I.,5,2,or 8.3 Single Use License for $1, 06 • Windows,Core Plus Extensions( ri re Effective Oclohcr 1,2064 them March 31,2005) Primary Maintenance Activation Fee For Arc View 3.3;Single Use License for Windows,Core 5000 Only(Price Effective October 1,200=4 thru March 31,2065) • I STERLOCA(,AGREEMENT-16 • • O O Section I}ascription Price Secondary Maintenance Activation Fee for ArciView 3.3 Singie We License for Windows, ,$400 Core Only(Price Effective October 1,2004 Ouu Mardi 3],2005) Prit»ary;Maintenance Ac6v$tion Fee Car Arc View 3.3 Single Use 1„ioenre for Windows,Core $1,544 Plus Extensions(Price Effective October 1,2004 Lhru March 31,2005) Secondary Maintenance Aelivation Fee for ArcView 3.3 Single Use License for Windows, 31,300 Core Plus E• tensions(Price Effective October 1,2004 thru March 31,2405) - Primary MairienaiSce Activation Fee for AreVicw 3-2 Single Use License for Windos-'s,Core 5600 Only(Price Effective May I5,2004 lima March 31,2005) Secondary lvianatenance Activation 1-ec for preVicw 3-2 Single Use Lic-Cnse for Windows, 11904 Core Only(Price)Effective October 1,2004 thru March 31,2005) Primary liaintenancc Activation Foe for ArcVicw 3.2 Single Use License for Windows,Core 151.'4C Pius Extension(Price Effective May 15,201)4 thru March 3],2005) • • SecondaryMa[ntenance Activation Fee for ArcView 3.2 Sia6le Use License for 1Vindows, .$],300 Corn Plus Eixtensions(Price Effective October 1,2004 thou March 31,2005) - Primary Maintenance Activation Fee for ArcView 3.2 Single We License for T_MTDC,Cure. $1,050 Only(Price Effective May 15,2004 thru.March 31,2005) 3ectndary Maintenance Activation Fee for Arc View 3-2 Single USG E.ice>SSe for U?']X,Core $750 Only(Price Effective May 15,2004 ihru March 31,2005) PrimaryMaiuteaia,sce Activation Fee for AreView3.2 Single Use License for 4,164]X,Each $750 F1xtcnsion(Price Effective May 15,2004 thru March 31,2005) Seoonrdary Mainpenana.0 Activation Fee for ArcView 3.2 Single Use License for UNIX,Each $300 .Extension(Price.EiTecdve May 15,2004 thru.Mayen 31,2005) Arclnfo 7,x or$-tE.x 5oftwa i'e---UNL VINindows NT Arc Info 7-x or 8.0.x floating J.iccasc Annual MaintenancegliiIKITy 1st,11th,21st,31st..-) 53,000 Arclnfa 7.x or 8,4,x Floating License Aram!Maintenance(Secondary 2-10, 12-20...) $1,200 Arclnfo 7.x or 8.0.x Node Locked 3-Pak License Annual Maintenance(Primary 1st_11th, .$4,040 21St,31st.,,) Arclnfo 7,x or 8.0.x Node Lacked 3-Pak License Annual 1Vfaintensnce(Secondary 2-I0, $1,604 Arch-J:13 7.x or 8.0.x Extension Hooting License Annual Maintenance(each)(Primary tat, $500 • 11th,21.st,31st..) Arclnfa 7.x or S.0.x Esxtcnsirm floating License Annual Maintenance(each)(Secondary 2-i0, $200 12-20,.,) ArcJn fu 7-x or 8.0-x Extension Node mocked 3-Pak L,iccasc Annual Maintenance(each) $1,I00 (Primary 1st, 1 I Lh,2!st,31st_--) Ara info 1.x or 8.0.x Fsxtenoion Node k.ockcd 3-Pak License Annual Maintenance(each) 5440 (Secondary 2-10,12-20,..) • Other Areinio 7.x or 51,0.ar Licenses-LtNIX11.9ncrows i T • • ArcStarm First License(3 Beats)Annual Maisrtcriance $500 Arc5torrn Additional License(each additional scat)Annual Js4ai,scertance $100 ArcFress far Ar€.Enfo Foaling Seat license Annual Maintenance 0p 2 A reView 3,x and Extensions •- Llrw'E( Arc View 3.x for U iX Licea9e Primary Maintenance $700 ArcView 3.x for lTY]X License Seconrlary Main tenance • $510 Transfer of ArcView 3-x for Uhl1X to ArcView 3.x for WindowslVdindaWS NT 5500 • ArcView'Nctwork Analyst 1:x tension fur UNIX License Primary Maintenance 5500 Are:ViewNetwork AnaEyst Extension for UNIX License Secondary Maintenance 5204 reVie •Trucking Analyst Iixtensicm for IJN(X License Primary Maintenance $500 ArcView Tracking Analyst Extension for TJN]JC License Secondary Maintenance $200 AreView Spatial Analyst E.x tension for UNIX.License Primary Maintenance 3500 ArcView Spada]_i,na]ysr Extension for UNIX License Secondary Maintenance 5200 ArcView 317 Analyst Extension for UNIX Liecnsc Fortify Maintenance $500 ArcView 3e.Analyst alum icm for UNIX License Secondary Maintenance • $200 INTER LOCAL AGREEMENT-17 • • • Section Description Price Windows/Windows NT Primary Maintenance for AreView 3.3 Single Use License(Core Only) 5400 Secondary Maintenance for ArcView 3.3 Single Use License(Core Only) $300 Primary Maintenance for ArcView 3.3 Single Use License(Core Plus Extensions) $1,000 Secondary Maintenance for ArcView 3.3 Single Use License(Core Plus Extensions) $900 3 MapObjeets MapObjects—Windows Edition Maintenance for MapObjects—Windows Edition Stand-Alone Developer's Kit $1,000 Maintenance for MapObjects--Windows Edition Internet Developer Kit $2,400 Maintenance for Additional MapObjects—Windows Edition Developer License $200 Maintenance for MapObjects—Windows Limited Deployment Site License Kit S3,000 MapObjects—Java Edition Maintenance for MapObjects—Java Edition Stand-Alone Developer Kit $1,000 Maintenance for MapObjects—Java Edition Internet Developer Kit $1,500 Maintenance for Additional MapObjects--Java Edition Developer License $200 Maintenance for Additional MapObjects-Java Edition Server Deployment License for One $1,000 Server with up to Two CPU's Maintenance for Additional MapObjects-Java Edition CPU Deployment License $750 4 ArcGIS Engine Primary Maintenance for ArcGIS Engine Developer Kit License $3,000 • Primary Maintenance for Additional ArcGIS Engine Developer Kit License $3,000 Secondary Maintenance for Additional ArcGIS Engine Developer Kit License S1,500 AreGIS Engine Runtime Maintenance for Standard AreGIS Engine Runtime License Without Extensions $150 Maintenance for Standard AreGIS Engine Runtime License With Extensions $500 5 ArcGIS Server(Production Server) Maintenance for ArcGIS Server License S7,500 Maintenance for Additional CPU oir a Licensed ArcGIS Server $3,750 Primary Maintenance for Additional Single Use ArcGIS Server Developer License $750 Secondary Maintenance for Additional Single Usc ArcGIS Server Developer i,.icense $375 Maintenance for ArcGIS Server License Spatial Extension $2,500 Maintenance for Additional CPIJ on a Licensed ArcGIS Server Spatial Extension 51,250 Maintenance for ArcGIS Server License 3D Extension $2,500 Maintenance for Additional'CPU on a Licensed ArcGIS•Server 3D Extension $1,250 Maintenance for ArcGIS Server License StreetMap Extension $1,250 Maintenance for Additional CPU on a Licensed ArcGIS Server StreetMap Extension $625 AreGIS Server(Development and Testing) 5 Maintenance for ArcG1S Server Development and Testing License $3,750 Maintenance for Additional CPU on Licensed AreGIS Server Development and Testing $1,875 Maintenance for ArcGIS Server Development and Testing License Spatial Extension $1,250 Maintenance for Additional CPU on Licensed ArcGIS Server Development and Testing $625 Spatial Extension Maintenance for ArcGIS Server Development and Testing License 3D Extension $1,250 Maintenance for Additional CPU on Licensed ArcGIS Server Development and Testing 3D 5625 Extension Maintenance for AreGIS Server Development and Testing License StreetMap Extension $625 Maintenance for Additional CPU on Licensed ArcGIS Server Development and Testing $312 StreetMap Extension - 6 AreSDE • Maintenance for ArcSDE or SDE Server License with Two CPUs $3,000 Maintenance for ArcSDE or SDE Additional Processor License S1,000 Maintenance for AreSDE/SDE Read and Write Server Connection License S150 Maintenance for ArcSDE/SDE Read-Only Server Connection License $150 Maintenance for ArcSDE Single Usc License Per Notebook Computer $200 TNTER.LOCAL AGREEMENT-18 C Section Description Price 7 •AreIMS ArcIMS Server/CPU Annual Maintenance $2,000 ArcIMS Additional CPU Annual Maintenance $1,000 ArcIMS Single Use Development License Annual Maintenance Fee $200 • ArcIMS Route Server Annual Maintenance for ArcIMS Route Server License for One Server and 2 CPU's $600 Annual Maintenance for ArcIMS Route Server Additional CPU License $300 ArcL`LS Route Server Data Options Annual Update Fee Data Pack-Tcle Atlas MultiNet USA License for one Server and 2 CPU's $7,500 Annual Update Fee-I)ata Pack-Cole Atlas MultiNet USA Additional CPU license 52.500 7 ArcIMS Data Delivery Extension Annual Maintenance for ArcIMS Data Delivery Extension License for One Server and $1,000 2 CPU's • Additional CPU License for ArcIMS Data Delivery Extension $2,500 Annual Maintenance for Additional CPU License for ArcIMS Data Delivery Extension $600 8 Business Applications Software AreVlew Business Analyst Arc View Business Analyst Software and Data License and One-Year Maintenance(per $15,996 license)ESRI BIS • • ArcView Business Analyst Software and Data License and One-Year Maintenance(per $15,996 license)AGS Annual Maintenance(per license)AreView Business Analyst ESRI Bi$ $15,996 Annual Maintenance(per license)AreView Business Analyst AGS $15,996 Annual Maintenance AreView Business Analyst Extension(per license)ESRI BIS $14,796 • • Annual Maintenance Arc View Business Analyst Extension(per license)AGS $14,796 Annual Maintenance for Optional ESRI BIS Data Pack(per license) $2,500 Annual Maintenance for Optional AGS Data Pack(per license) $2,500 AreGIS Business Analyst AreGIS Business Analyst-Professional Edition Software and Data License and One-Year 515,996 Maintenance(per liccnse)'ESRI BIS AreGIS Business Analyst-Professional Edition Software and Data License and One-Year $15,996 Maintenance(per license)AGS Annual Maintenance for ArcOS Business Analyst--Professional Edition(per license)ESRI $15,996 BIS Annual Maintenance for A.reGiS Business Analyst--Professional Edition(per license)AGS $15,996 ArcGIS Business Analyst Extension-Professional Edition Software and Data License and $14,796 • One-Year Maintenance(per license)ESRI BIS ArcGIS Business Analyst Extension-Professional Edition Software and Data License and $14,796 One-Year Maintenance(per license)ADS Annual Maintenance for AreGIS Business Analyst Ex tension-Professional Edition Software $14,796 and Data License E$R.i BIS Annual Maintenance for AreGIS Business Analyst Extension-Professional Edition Software $14,796 and Data License AGS ArcOS Business Analyst Extension-Developer Edition(no data) $2,500 Annual Maintenance(per license)for AreGIS Business Analyst Extension-Developer Edition $2,500 (no data) • ArcGIS Business Analyst Optional AGS Data Pack(only for the AreGIS Business Analyst $2,500 customer that has already purchased AreGIS Business Analyst with the ESRI BIS data set) Annual Maintenance for ArcGIS Business Analyst Optional AGS Data Pack $2,500 9 A reLogis ties Route ArcLogistics Route Annual Maintenance(U.S.data) $2,000 AreLogistics Route Additional Service Area(U.S.data)Annual Maintenance $1,000 ArcLogistics Route No Data License Annual Maintenance $1,000 ArcLogistics Route for Citrix License(U.S.data)5-Pak Annual Maintenance $6,000 ArcLogistics Route for Citrix License(U.S.data)25-Pak Annual Maintenance S20,000 • Are Logistics Route No Data License for Citrix 5-Pak Annual Maintenance - $5,000 ArcLogistics Route No Data License for Citrix 25-Pak Annual Maintenance $15,000 INTERLOCAL AGREEM ENT--19 • • N • Section Description Price ArcLogistics Route Annual Maintenance(U.S.data)for Local Government $1,600 ArcLogistics Route No Data License for Local Government Annual Maintenance $1,000 Arc Logistics Route for Citrix License(U.S.data)3-Pak for Local Government Annual $3,600 Maintenance Arc Logistics Route for Citrix License(U.S.data)5-Pak for Local Government Maintenance $6,000 ArcLogistics Route for Citrix Licenses(U.S.data)25-Pak for Local Government Annual $20,000 Maintenance • ArcLogistics Route-No Data License for Citrix 3-Pak for Local Government Annual S3,000 Maintenance ArcLogistics Route No Data License for Citrix 5-Pak for Local Government Annual $5,000 Maintenance • ArcLogistics Route No Data License for Citrix 25-Pak for Local Government Annual $15,000 Maintenance RouteMAP 1MS RouteMAP IMS Maintenance Server/CPU License $1,000 RouteMAP IMS Maintenance for Additional CPU License $500 RouteMAP IMS Data Pack USA Maintenance Server/CPU License . $1,000 RouteMAP IMS Data Pack USA Maintenance for Additional CPU License $500 • 9 RouteMAP MS Data Pack North American Maintenance for Servea1CPU License S3,000 RouteMAP 1MS Data Pack North American Maintenance for Additional CPU License $500 10 Other Software • • Net1?ngine Annual Maintenance for NetEngine Standard Developer Kit $2,000 Annual Maintenance for NetEngine Internet Developer Kit $2,000 Annual Maintenance for Ne.tEnginc Additional Server/CPU Deployment License $1,200 Annual Maintenance for Additional NetEngine CPU Deployment license $1,000 Annual Maintenance fur Additional NetEngine Developer License(each) $500 Maplex Maplcx Single Use License Annual Primary Maintenance S3,750 Maplex Single Use License Annual Secondary Maintenance $1,500 CIS Data ReViewer Annual Maintenance for Production Line Tool Set Solution GIS Data ReViewer $625 Annual Maintenance for Map Production System(MPS) $625 Job Tracking Extension(JTX) Primary Maintenance Job Tracking Extension(JTX)Concurrent Use License $500 Secondary Maintenance Job Tracking Extension(JTX)Concurrent Use License $200 ArcPad ArePad Application Builder Primary,Maintenance S500• ArcPad Application Builder Secondary,Mainteanance $300 INTERLOCAL AGREEMENT--20 0 ADDENDUM G ELC.IBLE AGENCY AUTHORIZED INDIVIDUALS • FOR SOFTWARE REQUESTS (The following list of individuals have the budget authority of within their agency to make requests to Spokane County ISD-GIS for ESRI software covered by the ESRI • ELA) CITY OF SPOKANE Es Rl ; Cusioinet�t, ' EliRiblc Agcncy Name, ,:Authorized Individual Phone Number; r i t Email Addri 6792 CITY OF SPOKANE CHIISSIE DEIBEL 509)625-6943 cdeibel6Is kan of CITY OF SPOKANE VALLEY ES FU , • Customer#. Eligible AgencyNititiev'. Authorihed•lndividual . .Phone Number:� ' .,' Gmail'Address ,._. CITY OF SPOKANE VALLEY I MARINA SUKUP (509)683-0030 i MSukvo a�rtotanevalley.org SPOKANE REGIONAL HEALTH DISTRICT ESRI. t f. Customerfi 7. Agency Name • Authorized individual' Phone Number.' Email Address., t SPOKANE REGIONAL 14423 HEALTH DISTRICT MARK SPRINGER (509 324-1448 rlpiinedrtalspokanecnunt Sirg • SPOKANE REGIONAL TRANSPORTATION COUNCIL rsizl ustoinc'rfi Ehg;ble Agcr<oyNann Authorized Individual Phone Number.: Email.Addreis` • SPOKANE REGIONAL TRANSPORTATION 40540 DISTRICT GLEN MILLS 509)343-6370 gmilesfii?srtc.ori>: INTER.LOCA.L AGREEMENT-21 • LC�n..i �a � COUNTY OF SPOKANE/ESRI.k ENTERPRISE LICENSE AGREEMENT ENT ® ESRI.380 Now York St..Rsdlands,CA 92373.8100 USA•TEL 909.793-2853•FAX 909-793-5953 4 1050 Agreement No.2004ESL6082 This Enterprise License Agreement(or"Agreement")is between the County of Spokane,WA("County")and Environmental Systems Research Institute, Inc. ("ESRI"). This Agreement entitles County to be provided and use selected ESRJ®Software,Data, Documentation, tailored maintenance(technical support and updates/upgrades), and selected training over a three(3)year period of time from the effective date,subject to a payment of fees and the terms of this Agreement as specified herein. In addition to the County,several Eligible Agencies as defined in Appendix A will be authorized to receive and use selected Software,Data and Documentation. The County shall act as the lead agency responsible for management, administration,oversight and redistribution of selected software to Eligible Agencies. Redistribution,use and control of selected ESRI Software,Data and Documentation provided to Eligible Agencies by County shall be in accordance with the terms of this Agreement via an interagency agreement that shall flow through the requirements of this Agreement to the Eligible Agencies. The County is also defined as a Licensee. Additionally the County or Eligible Agencies may order training,services,custom software,maintenance for standard licenses,or standard licenses for Software,Data,and Documentation separately under the applicable terms of this Agreement(excluding the Enterprise License Addendum Terms and Conditions,E512). This Agreement is comprised of the following documents: 1. Enterprise License Agreement signature page(s),E119 2. General License Terms and Conditions,E200 3. Exhibit 1,Scope of Use,E300 4. Enterprise License Addendum Terms and Conditions,E512 5. -APPENDIX A, Eligible Agencies 6. -APPENDIX 13,Enterprise License Agreement Software and Deployment Schedule 7. -APPENDIX C,Enterprise License Fee Schedule 8. -APPENDIX D,County Deployment Report 9. -APPENDIX E, ESRI Registration/Keycode Request Form 10. MPA Price List,.6405 (Standard Master Purchase Agreement price list) 11. Client Site Training Terms and Conditions,E207 12. Custom Software,Technical Data,and Assistance License Addendum E600, including; - Attachment A--Sample Task Order and; - Attachment B--Time and Materials Rate Schedule(1-8410) The parties acknowledge that they have read and understand this Agreement and agree to be bound by the terms and conditions contained herein. This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous agreements,proposals,presentations,understandings,and arrangements between the parties relating to such subject matter. Any modifications)or amendment(s)to this Agreement must be in writing and signed by an authorized representative of each party. ESR1 is a trademark,registered trademark,or service mark of ESRI in the United States,the European Community,or certain other jurisdictions. El19 1 12/03/04 C7 The parties have executed this Agreement,and it shall become effective on the last date written below. COUNTY OF SPOKANE ENVIRONMENTAL SYSTEMS RESEARCH (County) INSTITUTE,INC. By: �� A , r Authorized Signature Printed Name: Ph;I/I'P D• /Qrr /.>s Printed Name: LAUBA.DANGERMONO Vice President Title: ChQt rrnat.vt 8. D. c. C . Title: Date: Dec ern her- /S/, 2L 104 Date: • DEC 2 2 2004 Licensee Contact Information • Contact: Ian Von Essen,Spokane County GIS Manager Telephone: (509)477-6344 Address: 815 N Jefferson St, Fax: (509)477-7494 City,State,ZIP: Spokane,WA 99260-0400 E-mail• ivonessenQspokanecounty.org £119 2 12/03/04 1 `/6g GENERAL LICENSE TERMS AND CONDITIONS (E200 11/04) • ESRI,380 New York Si.Redlands,CA 92373-8100 USA•TEL 909-703-2853•FAX 909-7935953 ARTICLE 1—DEFINITIONS Definitions—As used herein, the following words,phrases, or terms in this Agreement shall have the following meanings: (a) "Software"means the actual copy of all or any portion of ESRI's proprietary geographic information system(GIS)software technology,computer software code,components,dynamic link libraries(DLLs), and programs delivered on any media, including,but not limited to,alpha,beta,prerelease,restricted version(s), or final commercial release provided in source, object,or executable code format(s),inclusive of backups,updates,or merged copies permitted hereunder or subsequently supplied under this Agreement. (b) "Data"means any ESRI or third party data vendor(s)digital data set(s)including,but not limited to, geographic,vector data coordinates,raster,or associated tabular attributes in ESRI GIS software compatible format(s) supplied under this Agreement. (c) "Documentation"means all of the printed and digital materials including,but not limited to,user documentation,training documentation;or technical information and briefings supplied under this Agreement. (d) "License Manager"means the nondestructive license management software program or hardware key,or similar copy protection mechanism, which controls the distribution of the licensed number of Software copies to requesting end user(s)of Licensee. ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP The Software,Data, and Documentation are owned by ESRI and its licensor(s)and are protected by United States laws and applicable international laws,treaties,and conventions regarding intellectual property or proprietary rights. ESRI and its licensor(s)retain all rights,title,and ownership not granted herein to all copies of the Software, Data, and Documentation licensed under this Agreement. From the date of receipt, Licensee agrees to use reasonable effort to protect the Software,Data,and Documentation from unauthorized use,reproduction,distribution,or publication. All rights not specifically granted in this Agreement are reserved to ESRI and its licensor(s). ARTICLE 3—GRANT OF LICENSE 3.1 Grant of License—in consideration of the mutual promises and covenants provided herein and for other good and valuable consideration,and conditioned upon compliance with all of the temps and conditions set forth in the Agreement including,but not limited to,Article 4,ESRI grants to Licensee a personal,nonexclusive, nontransferable license to (a) Use the Software,Data,and Documentation as a single package for Licensee's own internal use only;and (b) Access and use any secure ESRI Web site resources made available to Licensee for Licensee's internal use only,provided that Licensee follows ESRI's terms of use policy specified therein. All password or controlled access information provided by ESRI shall be treated as ESRI confidential information. 3.2 Beta License—In the event ESRI accepts Licensee into a current Beta Testing program,Licensee may be provided copies of alpha,beta,and/or prerelease(hereinafter collectively referred to as "Beta")Software for the limited purpose of testing the Beta Software in accordance with the Beta testing policies then in effect. Beta Software and Documentation delivered are confidential and proprietary to ESRI and contain trade secrets,inclusive of unpublished specifications. In consideration of the rights granted herein,Licensee agrees to retain all Beta Software and Documentation provided to Licensee in confidence. Licensee shall maintain all results of testing in Page 1 of 6 E200 11/04 0 0 E, , confidence and agrees not to disclose to any third party details pertaining to the Beta Software,Documentation,test results, or errors encountered. ESRI reserves the right to determine which Beta Software and Documentation, subsequent interim beta release(s),or patch(es)will be made available to Licensee to test during the term of the Agreement. Beta Software is subject to change prior to its commercial release,and may never be commercially released. Licensee is advised that such Software is not suitable or licensed for full use and accepts all responsibility for use of the same and any results generated. 3.3 Evaluation License—ESRI may from time to time extend a limited term evaluation license(s)under the terms of this Agreement,for the duration authorized in any supporting documentation supplied by ESRI. Any evaluation license subsequently converted to a full use license is also subject to the terms-of this Agreement. 3.4 Consultant Access—Licensee may provide access to the Software,Data,or Documentation to any consultant or contractor of Licensee,provided that the consultant or contractor is using the Software,Data,or Documentation exclusively for the benefit of Licensee. Licensee shall be responsible for compliance by consultants or contractors with the terms and conditions of this Agreement. ARTICLE 4—SCOPE OF USE 4.1 Permitted Uses (a) Licensee may(i)install and store copies onto electronic storage device(s)and(ii)only use the Software,Data, and Documentation as described in Exhibit 1 set forth herein and in accordance with the licensed configuration on file with ESRI Customer Service. (b) Licensee may make one(1) copy of the Software,Data, and Documentation for archival purposes during the term of this Agreement. Additionally,Licensee may make routine computer backups and implement a redundant Software installation for failover operations during the period the primary site is not operational. The redundant Software installation shall remain dormant except for system maintenance and updating of databases while the primary site is operational. (c) Licensee may customize the Software using any(i)macro or scripting language, (ii)open application programming interface(API),or(iii) source or object code libraries,but only to the extent that such customization is described in the Documentation. (d) Licensee may use the Data only as described in the Distribution Rights section of the help or metadata files delivered with the Software,Data,and Documentation,or subject to the third party Data vendor's terms. (e) Licensee may use, copy,or prepare derivative works of the Documentation supplied in digital format and thereafter reproduce,display,and redistribute thc customized documentation only for Licensee's own internal use. The portion(s) of the Documentation supplied in digital format merged with other software and printed or. digital documentation shall continue to be subject to the terms and conditions of this Agreement and shall provide the following copyright attribution notice acknowledging the proprietary rights of ESRI and its licensor(s)in the Documentation supplied in digital format: "Portions of this document include intellectual property of ESRI and its licensor(s)and arc used herein under license. Copyright© [Insert the actual copyright date(s)from the source materials)ESRI and its licensor(s). All rights reserved." 4.2 Uses Not Permitted (a) Licensee shall not sell;rent;lease;sublicense; lend; assign; time-share; or act as a service bureau or Application Service Provider(ASP)that allows third party access to the Software,Data,and Documentation except as. • provided herein;or transfer, in whole or in part,access to prior or present versions of the Software,Data,or Documentation,any updates,or Licensee's rights under this Agreement. (b) Licensee shall not redistribute the Software developer license authorization file(s). (c) Licensee shall not redistribute the Software, in whole or in part, including,but not limited to,extensions, components,or DLLs without the prior written approval of ESRI as set forth in'an appropriate redistribution license agreement. (d) Licensee shall not reverse engineer,decompile, or disassemble the Software,Data or Documentation,except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction in order to protect ESRI and its licensor(s) trade secrets and proprietary information contained in the Software,Data,or Documentation. Page 2 of 6 E200 11/04 (e) Licensee shall not make any attempt to circumvent the technological measure(s)(e.g.,License Manager,etc.) that controls access to or use of the Software,Data,and Documentation,except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction. (f) Licensee shall not use the Software to transfer or exchange any material where such transfer or exchange is prohibited by copyright or any other law. (g) Licensee shall not remove or obscure any ESRI or its licensor(s)patent,copyright,trademark,or proprietary rights notices contained in or affixed to the Software,Data,or Documentation. (h) After a reasonable transition period for updating to the most current version of the Software,Licensee shall cease using all prior version(s)of the Software that Licensee has elected to update to the most current version(s) of the Software. When the transition to the most current version(s)of the Software is complete,the quantity of Software licenses in use by Licensee at any given time shall not exceed the total quantity licensed by ESRI iu accordance with the licensed configuration on file with ESRI Customer Service. ARTICLE S—MAINTENAiNCE Maintenance consists of Soft ware,Data,or Documentation updates and access to technical support and other benefits specified in the most current applicable.ESRI Support Services Policy. ARTICLE 6—TERM AND TERMINATION The license granted to Licensee by this Agreement shall commence upon the acceptance of this Agreement and shall continue until such time that(i)Licensee elects in writing to discontinue use of the Software,Data, or Documentation and terminates this Agreement or(ii)either party terminates this Agreement for a material breach that is not cured within ten(10)days of written notice 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 Agreement,Licensee shall uninstall,remove,and destroy all Software,Data,and Documentation,and any whole or partial copies, modifications,or merged portions in any form and execute and deliver evidence of such deinstallation and destruction to ESRI. ARTICLE 7—LIMITED WARRANTIES AND DISCLAIMERS 7.1 Limited Warranties—For a period of ninety(90)days from the later of the date of kcycode issuance or date of delivery of the Software,Data, or Documentation to Licensee,ESRI represents and warrants that(i)the unmodified Software will substantially conform to the published Documentation and(ii)the media upon which the Software, • Data, and Documentation is provided will be free from defects in materials and workmanship under normal use and service. 72 Data Disclaimer—If included under this Agreement,the Data has been obtained from sources believed to be reliable,but its accuracy and completeness are not guaranteed. The Data may contain some nonconformities, , defects, errors,or omissions. ESRI AND ITS LICENSOR(S)MAKE NO WARRANTY WITH RESPECT TO THE DATA. Without limiting the generality of the preceding sentence,ESRI and its licensor(s)do not warrant that the Data will meet Licensee's needs or expectations,the use of the Data will be uninterrupted,or that all nonconformities can or will be corrected. ESRI and its licensor(s)are not inviting reliance on this Data, and Licensee should always verify actual Data including,but not limited to,map, spatial,raster, and tabular information. 7.3 General Disclaimer—EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES,ESRI DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND,EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,NONINTERFERENCE, SYSTEM INTEGRATION,AND NONINFRrNGEMEN'f. ES.R1.DOES NOT WARRANT THAT THE SOFTWARE,DATA,OR DOCUMENTATION WILL MEET LICENSEE'S NEEDS,OR THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED OR ERROR FREE,OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT BETA AND EVALUATION SOFTWARE IS DELIVERED"AS-IS"WITHOUT WARRANTY OF ANY KIND,EITHER EXPRESS OR IMPLIED, INCLUDING,BUT NOT LliVII1'ED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS Page 3 of 6 E20011/04 0 • FOR A PARTICULAR PURPOSE,NONINTERFERENCE,SYSTEM INTEGRATION,AND NONTNFRINGEMENT. LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE BETA AND EVALUATION SOFTWARE. 7.4 Exclusive Remedy—Licensee's exclusive remedy and ESRI's entire liability for breach of the limited warranties set forth in this Article 7 shall be limited,at ESRI's sole discretion,to(i)replacement of any defective media;(ii)repair,correction,or a work-around for the Software subject to the ESRI Support Services Policy;or(iii) return of the license fees paid by Licensee for the Software,Data,or Documentation that does not meet ESRI's Limited Warranty,provided that Licensee unnstalls,removes,and destroys all copies of the Software,Data,or Documentation and executes and delivers evidence of such deinstallation and destruction to ESRI. ARTICLE 8—LIMITATION OF LIABILITY 8.1 Disclaimer of Certain Types of Liability—IN NO EVENT SHALL ESRI OR ITS LICENSORS)BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;LOST PROFITS;LOST SALES OR BUSINESS EXPENDITURES;INVESTMENCS; OR COMMITMENTS IN CONNECTION WITH ANY BUSINESS,LOSS OF ANY GOODWILL,OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL,OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OF THE SOFTWARE,DATA,OR DOCUMENTATION,HOWEVER CAUSED,ON ANY THEORY OF LIABILITY,AND WHETHER OR NOT ESRI OR ITS LICENSOR(S)HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTLAL PURPOSE OF ANY LIMITED REMEDY. 8.2 General Limitation of Liability—IN NO EVENT WILL ESRI'S TOTAL CUMULATIVE LIABILITY HEREUNDER,FROM ALL CAUSES OF ACTION OF ANY KIND,INCLUDING,BUT NOT LIMITED TO, CONTRACT,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY,BREACH OF WARRANTY, MISREPRESENTATION,OR OTHEERWISE,EXCEED THE AMOUNTS PAID TO ESRI BY LICENSEE FOR SOFTWARE,DATA,OR DOCUMENTATION PURSUANT TO THIS AGREEMENT. 8.3 Applicability of Disclaimers and Limitations—Licensee agrees that the limitations of liability and disclaimers set forth in this Agreement will apply regardless of whether Licensee has accepted the Software, Data,or Documentation or any other product or service delivered by ESRI. The parties agree that ESRI has set its prices and entered into this Agreement in reliance upon the disclaimers and limitations set forth herein,that the same reflect an allocation of risk between the parties(including the risk that a contract remedy may fail of its essential purpose and cause consequential loss),and that the same form an essential basis of the bargain between the parties. ARTICLE 9—INFRINGEMENT INDEMNITY 9.1 ESRI shall defend,indemnify,and hold harmless Licensee from and against any loss, liability,cost,or expense, including reasonable attorneys' fees,which may be incurred by Licensee against any claims,actions, or demands by a third party alleging that the Software,Data, or Documentation infringes a U.S.patent, copyright, or trademark provided (a) Licensee promptly notifies ESRI in writing of the claim thereof; (b) ESRI has sole control of the defense of any actions and negotiations related to the defense or settlement of any claim;and (c) Licensee cooperates fully in the defense of the claim. 9.2 If ESRI believes that the.Software,Data,or Documentation is or will become the subject of an infringement claim,or in the event that use of the Software,Data,or Documentation is enjoined,ESRI,at its own expense,may either(i)obtain the right for Licensee to continue using the Software,Data,or Documentation or(ii)modify the Software,Data,or Documentation to make it noninfringing while maintaining substantially similar software functionality or data/informational content. If neither of such alternatives is commercially practical,the infringing items shall be returned to ESRI and ESRI's sole liability shall be to refund license fees paid by Licensee prorated on Page 4 of 6 E200 11/04 • • 7 a twenty percent(2.0%)per year straight line depreciation basis over a five(5) year period fi'om the initial date of delivery_ 9.3 E$RI shall have no obligation hereunder to defend Licensee or to pay any resulting costs,damages, or reasonable attorneys'fee;for Or with respect to any claims, actions,or demands alleging (i) infringement that ad sea by reason of combination of noninfringing items,however acquired, with any items not supplied by ESU; (ii) infringement to the extent arising from material alteration of the Software,Data or Ducurnentatian by anyone other than ESRI, its agents, or its contractors; (iii) the direct or contributory infringement of any process patent by Licensee through the use of the Software,Data,or Documentation other than a process patent that is necessarily infringed by the internal processes executed within.the Software or Data itself when the Software or Data is executed for its intended purpose; (iv)continued allegedly infringing activity by Licensee after it ha}been notified of the possible infrineement;or(v)continued allegedly infringing activity by Licensee to the extent it arises from failure of Licensee to use the updated or modified Software, Data,or Documentation provided by ESRI for avoiding infringement. THE FOREGOING STATES THE.FS'NTIRE OBLIGATION OF ESRI WITH RESPECT TO LNPRrN'GF, EA°T OR ALLEGATION OF D/FRINGENMNT OF INTELLECTUAL PROPERTY RIGHTS OP ANY THIRD PARTY. ARTICLE 10ENERAL PROVISIONS 10.1 Future Orders—Alf Software,Data, Documentation, or maintenance orders placed within one(1) year of this Agreement's execution date shall be licensed under the terms of this Agreement, except that new Software,Data, and Documentation commercially released during that year may require additional terms. Orders placed and Software,Data, and Documentation updates or upgrades provided after that time shall be governed by the then- current General License Terms and Conditions and Exhibit 1, the terms of which will be indicated on ESR.t's Web site or enclosed in the deliverable's packaging, depending on the method of delivery. 10.2 Export Control Regulations—Licensee expressly acknowledges and agrees that Licensee shall not export, reexport, or provide the Software, Data,or Documentation,in whole or in part, to(i) ally country to which the United States has embargoed goods; (ii) any person on the U.S. Treasury DepaiUnent's list of Specially Designated Nationals; (iii) any person or entity on the U.S. Commerce Department's Table of IDend a1 Orders; or(iv) any person or entity where such export,reexport, or provision violates any U.S. export control Iaw or regulation. Licensee shall not export the Software,Data, and/or Documentation or any underlying information or technology to any facility in violation of these or other applicable laws and regulations. Licensee represents and wan-ants that it is not a national, resident; located in or under the control of, or acting on behalf of any person, entity,or country subject to such U.S, export controls. 10.3 Commercial Terms and Conditions--Ws Agreement contains ESRI's commercial terms and conditions, Licensee's rights in the Software, Data, and Documentation are strictly limited to the uses granted by this Agreement pursuant to FAR 12.211,FAR 12.212, and DFARS 227.7202_ In the event any court, arbitrator, or board holds that • the U.S. Government has greater rights to arty portion of the Software, Data, or Documentation, such rights shall extend only to the portion(s) affTected and use, duplication,or disclosure by the U.S. Government is subject to restrictions as provided in FAR 52.227-]9 (June 1987): PAR 52.227-14(ALT III)(June 1987), DEARS 252.227- 7015 (NOV 1995),ar NFS 1852.227-86(December ].987),as applicable_ No other/ionise;terms or conditions shall apply unless expressly agreed in writing by ESRI and Licensee. ESRI Software is unpublished and all rights • reserved under copyright laws of the United States. 10.4 Taxes and Fees,Shipping Charges—License fees quoted to Licensee are exclusive of any and all 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_ 115 No Implied Waivers—The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. • Page 5 of 6 E200 11/04 u n 0 10.6 Severability—The parties mutually agree that if any provision of this 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. 10.7 Counterparts—This Agreement may be executed in counterparts,all of which,taken together,shall be deemed one(1)original document. 10.8 Successor and Assigns—Licensee shall not assign,sublicense,or transfer Licensee's rights or delegate its obligations under this Agreement without ESRPs prior written consent,and any attempt to do so without consent shall be void. This Agreement shall be binding upon the respective successors and assigns of the parties to this Agreement. Notwithstanding,a U.S.Government contractor may assign its rights under this Agreement to a U.S. Government Agency upon written notice to ESRI if the U.S.Government Agency assents to the terms of this Agreement. 10.9 Survival of Terms—The provisions of Articles 6,7, 8,9,and 10 of this Agreement shall survive the expiration or termination of this Agreement for any reason. 10.10 Equitable Relief—Licensee agrees that any breach of this 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 shall have the right to seek an injunction,specific performance,or other equitable relief in any court of competent jurisdiction to prevent violation of these terms and without the requirement of posting a bond or undertaking or proving injury as a condition for relief. 10.11 Governing Law,Arbitration • A. Licensees in the United States of America,Its Possessions, and Territories—This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to conflict of laws principles. Except as provided in Article 10.10 above,any controversy or claim arising out of or relating to this Agreement, or the breach thereof, which cannot be settled through negotiation,shall be finally settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules,and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. If Licensee is a U.S. Government agency,this Agreement is subject to the Contract Disputes Act of 1978,as amended(41 U.S.C. 601-613),in lieu of the Arbitration provisions of this clause. • 13. All Other Licensees—All disputes arising in connection with the present Agreement that cannot be settled through negotiation shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one(1) arbitrator appointed in accordance with said Rules. The language of the arbitration shall be in English. The place of the arbitration shall be at a mutually agreed location. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods,the application of • which is expressly excluded. Either party shall,at the request of the other,make available documents or witnesses relevant to the major aspects of the dispute. Page 6 of 6 E200 11/04 \ % 1 5% � ® EDIT 1 . 002 SCOPE OF USE (E300 11/04) ESRI,380 New York SL,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-7935953 The scope of use for each ESRI Software identified below is described in the applicable footnotes listed in parentheses. • ArcGIS Desktop - ArclIvIS ArcMap Server (1,3, 5,7,and 12) - ArcReader (1 and 19) - RouteMAP INIS (1, 3,5,7,and 12) - ArcView (1,2, and 6) - ArcEditor (1,2,and 6) • ArcView GIS 3.x - Arclnfo (2 and 6) - ArcView and Extensions (1) - Extensions (1,2, and 6) - ArcView Business Analyst (1, 15, and 21) - Archaic)Workstation Extensions (2 and 6) • ArcLogistics Route (1, 8, and 15) • ArcGIS Schematics SDK (1,4, 12,and 16) • PC ARC/INFO (1) • ArcGIS Business Analyst (I,2, 15,and 21) • Maplex (1) • ArcG1S Engine • MOLE (1) - ArcGIS Engine Developer Kit (1 and 23) • MOLE SDK (1,4,and 12) - ArcGIS Engine Runtime (1,4, 12,and 23) • BusinessMAP (1 and 15) - ArcGIS Engine Options(Spatial Analyst, • ArcPad (1,9, and 10) 3D Analyst, Geodatabase(GDB)Update, • ArcPad Streetivtap (1,9, and 20) StreetMap) (1,4, 12,and 23) • ArcPad Application Builder (I) • MapObjects-Windows Edition (1,4, 11, 12, • ArcGI.S Server and 16) - ArcGIS Server Base License (1,3, 5,7,and • MapObjects-Java Edition (1,3,4,5, 12, 16, 24) and 17) - ArcGIS Server Options(Spatial Analyst, • MapObjects LT (1,4, 12,and 13) 3D Analyst, StreetMap) (1,3,5,7,and 24) • ArcExplorer (1 and 19) • ArcSDE • NetEngine (1, 5,and 12) - ArcSDE Server (1,3,5, 7, and 18) • NetEngine Internet (3, 5, and 13) •- ArcSDE for Coverages (3, 5,7,and 18) Production Line Tool Set(PETS);G1S Data - ArcSDE Connections (2, 7,and 18) ReViewer; Job Tracking for ArcGIS (1) • Data Sets (1 and 15) • ArcIS - ArcIMS and Extensions (1, 3, 5,6, 7, 12, and 15) 1. "Single use license" means a license must be dedicated for each computer or network access point that has use rights for the Software,Data,or Documentation. Licensee may make a second copy for Licensee's exclusive use on a portable computer so long as only one(1)copy of the Software,Data, and Documentation is in use at any one time. 2. "Concurrent use license"means a license that permits execution of the Software on any computer on the network. The number of simultaneous/concurrent users may be controlled by a License Manager to access and use the Software,Data,or Documentation. 3. "Server license"means a license for the server-side Software that resides on a server computer and provides services to multiple users in a client/server distributed computing environment. 4. A " Stand-alone Redistribution license"grants the right to Licensee to redistribute a stand-alone application to end users,provided the application is installed on each computer on which the application is run(also known as a "Stand-alone Deployment license"). The Stand-alone Redistribution license requires payment of redistribution or deployment fees,except for MapObjects LT. Page 1 of 5 E300 11/04 0 a • • - 5. A"Server Deployment license" grants the right to Licensee to redistribute an application via a network, the Internet, or Intranet to end users of the application(also known as an"Internet Redistribution license). The Server Deployment license does not require payment of additional deployment or redistribution fees, except for • MapObjects----Java Edition. 6, Extr n$ions or Options to Software programs follow the same scope of use as that granted for the corresponding • Software programs. For example, if you order anArclnfo extension, then that extension is also licensed for • concurrent use. 7- The ArcGrS Server, AroliviS,ArcSDE and MapObjects—Java Edition(collectively Senrer Software)licenses are licensed per Server/CPU and include the right to develop, test, and deploy applications to end users. • Additional CPU licenses, Developer licenses, and Development and Testing Server Licenses arc available for a fee- All Developer licenses are Single Use licenses. Licensee shall not use a Developer license or a Development and Testing Server license to deploy applications for production use by end users. Licensee may use the Server Software to test and deploy applications on the Internet provided the source and object code are riot accessible to users of the application. Except for ArcGIS Server, the Server Soi vare administration tools may be copied and redistributed throughout Licensee's organization- 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 Arc1MS Java Archive (JAR) files without a license for the MapObjects—Java • Edition D evelo p er Kit. - ESRE and its licensor(s) grant Licensee a nonexclusive,nontransferable,limited license to use,copy, and prepare derivative works by - • (a) Translating"alrottte,nlld" (hereinafter ".Dictionary") from the original text in the English language; • {b} Editin Geographic Data Technology(CDT) Data included within ArcLogistics Route; and (c) Adding Data(owned by Licensee or others)to ArcLogistics Route Software. The license grant is conditioned as follows: • • (a) The derivative works are for Licensee's internal use only; • (b) ES RI.and its licensor(s)retain all exclusive right, title, kind interest in and benefits from the derivative works, except Data owned by Licensee or others; and (c) Licensee expressly waives and relinquishes any and all ownership including, but not limited to, copyright, moral rights, or any other statutory or common Law claims to the derivative works, except for Dana owned by Licensee or others. Licensee shall not translate, modify, or edit in any way the soh ware name"ArcLogisties Route," software logo, any third party software,any text other than the Dictionary, or any Data other than DT's. The amount of Data used by Licensee is limited by Data credits purchased. Additional license fees arc required if ArcLogis tics'Route with Data is to be accessed by more than one (1) ArcL ogistics Route liccnsc- 9- Arct'ad SOFTWARE IS NOT LICENSED FOR NAVIGATIONAL USE. 1 . Tbis is a "Dual Use License,"meaning the Software may be installed on a desktop computer and may be used simultaneously with either a Personal Digital Assisrant(RDA) or handheld mobile computer provided that the . Software is only used by a single individual at any one (1.) time.. 11. Licensee shall not redistribute or disclose the MapObjects developer license file (*.lie)- Developers must attribute as follows' 'Portions of this computer program are owned by Li2.ardTech,Ir c., and are Copyright© 1995-2002 LiaardTech, £nc.,and/or the University of California- All rights reserved. U.S.Patent No. 5,710,83Y' 12- Redistribution rights for standard or Internet applications) may be subject to payment of additional license fees. Other restrictions noe vithstanding, Licensee may redistribute commercial applications to its sublicensee(s) provided Licensee uses a written sublicense agreement that pro tee E.SRI's rights in its Software,Data,and Documentation to the same extent as the EMI License Agreement, and that includes the following terms, as a minimum_ (a) Sublicensee may not reverse engineer, decompile, or disassemble the 12R1-Software,Data, or Documentation,except to the extent permitted by applicable law, copy for commercial use, transfer, or • assign its rights under the license grant; and Page 2 of 5 E300 11/04 (b) Sublicensce may not use any ESRI Software,Data,or Documentation,in whole or in part,separate from Licensee's executable application. (c) Third party dependent or required components are redistributable subject to permission from the owner or author. 13. Subject to an annual renewal fee. 14. [Reserved) 15. For ESRI branded Data, unless there is a statement to the contrary in the metadata,Licensee may use,copy, reproduce,publish,publicly display, or redistribute map images derived from the Data in hard-copy or static, electronic formats(i.e., .gif, _beg,,etc.),provided that Licensee affixes an attribution statement to the map images acknowledging ESRI or its licensors as the source of the portion(s)of the Data displayed,printed,or plotted. For third-party branded Data,the right to use,reproduce,and redistribute shall be subject to the third- party Data vendor's data license agreement. The Data shall not be used separately from ESRI Software. 16. The Redistribution Stand-alone(or Deployment)license is per application per computer. For MapObjects- Windows Edition,Internet or Intranet Deployment requires an ArcIMS Internet Deployment License. Except for ArcIMS licenses,one(1)Internet Deployment license is required for each ArcIMS server/CPU that runs Web mapping applications built with MapObjects—Windows Edition. For MapObjects—Java Edition,Internet or Intranet Deployment requires a MapObjects—Java Internet Deployment License. An application upgrade is not a redeployment as long as it uses the same major revision of ArcGS Schematics SDK,MapObjects- Windows Edition,or MapObjects—Java Edition. 17. The MapObjects—Java Edition contains Java Archive(JAR)files,which indicate they are authentic ESRI- certificated files when used over the Internet. Any Licensee certificate placed on the modified"re jarred"files cannot reference ESRI as a source of trusted content. In addition to any other rights and restrictions in the Agreement,Licensee may use the MapObjects—Java Edition on a single computer to (a) Build applet(s)that are used only as an internal component in end user interfaces,and to copy the applet(s)to additional computers(e.g., Web Server)from which Licensee may deploy the applet(s)to end users via download in the course of browsing or interacting with Licensee's Web pages. End user redistribution of the applet(s) is not allowed; and • (b) Build stand-alone Java Applications. Licensee may deploy the Java class ESRI certificated libraries as an integral part of Licensee's application(s); and (c) Build servlets and/or Enterprise JavaBeans with MapObjects—Java components,requiring a MapObjects—Java Internet Deployment License for each CPU;and (d) Distribute MapObjects Java apple ,provided(i) Licensee's Web pages or software application(s) is targeted at end users and not as a development tool;(ii)Licensee does not use ESRI's name,logos, or trademark to market Licensee's Web pages or application(s); and(iii)Licensee includes a valid Licensee copyright notice on Licensee's Web pages and software application(s). 18. ArcSDE is licensed on a Server/CPU basis and on a one-to-one basis with a relational database,meaning Licensee shall run ArcSDE on a Server on a one-to-one basis with a database Server. In most implementations ArcSDE and the database are installed on the same Server. Each ArcSDE Server license enables the customer to have multiple ArcSDE instances if they have multiple database instances on the corresponding database Server. Licensee shall not install ArcSDE instances on more than one Server and shall not use the network to connect from the Server on which ArcSDE is installed to databases on more than one(I)Server. ArcSDE • Single Use licenses are available only for use with ArcEditor Single Use Software licenses on a one-to-one basis. ArcSDE direct connections run on a client desktop computer are also Single Use licenses. ArcSDE for Coverages is licensed only in conjunction with concurrent use licenses of Arc View,ArcEditor,Arcinfo, ArcSDE Server,or ArcIMS Software. Licensee may use the ArcSDE for Coverages subject to this Agreement. ArcSDE for Coverages is not licensed separately,but may be distributed separately. 19. Licensee may reproduce and redistribute the ArcReader and/or ArcExplorer Software provided all of the following occur: (a) The ArcR.eader or ArcExplorer Software is reproduced and redistributed in its entirety whether as a stand-alone application or as an embedded GIS viewing tool on Licensee's own deliverable; Page 3 of 5 E300 11/04 o 0 (b) An Agreement accompanies each copy of the ArcReader or ArcExplorer Software that protects the ArcReader or ArcExplorer Software to the same extent as the ESRI License Agreement,and the recipient agrees to be bound by the terms and conditions of the Agreement; (c) All copyright and trademark attributions/notices arc reproduced;and (d) There is no charge or fee attributable to the use of the ArcReader or ArcExplorer Software. 20. Data provided with Arc Pad StreetMap may be used for mapping,geocoding, and routing purposes but may not be used for dynamic routing purposes. Dynamic routing or"real-time guidance" is predictive routing and is not included in the ArcPad StreetMap functionality. For instance,ArcPad 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. 21. Subject to the Permitted Uses described below,the Data provided with Business Analyst shall not be used separately from the Software. Use of the Data provided with Business Analyst shall be subject to Footnote 15 above and are hereby supplemented by adding the following terms and conditions: 'Permitted Uses: (a) In conjunction with the permitted uses described in Footnote 15, Licensee is granted permission to include resultant maps,reports,or other data output derived from Business Analyst only as part of Licensee's value-added products and/or services(e.g.,Licensee's client reports,presentation packages,marketing studies,etc.)to current or prospective clients,so long as the resultant maps, reports, or other data output derived from Business Analyst comprises less than twenty percent (20%)of the total content value of the Licensee's client reports,presentation packages,or marketing studies. Uses Not Permitted: (a) Licensee shall not sell;rent;lease;sublicense;lend; assign;time-share;or act as a service bureau or Application Service Provider(ASP)of full,complete,stand-alone reports,maps,or data output created from Business Analyst without first entering into an appropriate reseller-type agreement with ESRI. (b) Unless Licensee has separately licensed a copy of ESRI BIS Coder, Community Coder,or ESRI BIS Data that permits appending of the ACORN or Community segmentation codes,Licensee shall not use the Data provided with Business Analyst to assign or append ACORN or Community segmentation codes to addresses or geographical data not included in Business Analyst. • (c) Licensee shall not use, copy,redistribute, display,rebroadcast,or otherwise retransmit the Software or Data provided with Business Analyst on the Internet without first entering into an appropriate Internetflntranet Deployment-type agreement with ESRI. (d) Licensee shall not withhold any substantial right(e.g., extension of credit)from any individual based-solely.on the ACORN or Cohunuiiity market segmentation systems type of said°individual's place of residence." 22. [Reserved) 23. The ArcGIS Engine Developer Kit grants the right to develop an unlimited number of applications on a single • computer and to deliver the applications with or without the Engine Runtime Software to end'users. The ArcGIS Engine Developer Kit licenses and Engine Runtime licenses may be licensed independent of the other. Licensee shall not redistribute the Engine Developer Kit authorization file. The Engine Runtime licenses shall not be used for development of Engine applications. Internet Deployment is not permitted. An end user must license either ArcGIS Engine Runtime Software or other ArcGIS Desktop Software(ArcVicw,ArcEditor,or Arclnfo)to obtain the right to run an unlimited number of ArcGIS Engine Developer Kit applications on one(1) computer. The ArcGIS Engine Runtime Options shall not be used in combination with ArcGIS Software to run ArcGIS Engine applications. Developers must attribute as follows: "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. U.S.Patent No.5,710,835." 24. ArcGIS Server requires ArcSDE and an ArcGIS Desktop License(Arclnfo,ArcEditor,or ArcView),licensed separately. The ArcGIS Server Base License includes the GIS Server and the Application Developer Framework(ADF). The ArcGIS Server options or extensions are the ArcGIS Server Spatial Option,ArcGIS Page 4 of 5 E300 11/04 Server 3D Option, and the ArcGIS Server Streetivlap USA Option. An ArcGIS Server standard license includes the right to install and run the .NET or Java ADF on one(1)developer computer for the purposes of developing Web applications and services. Licensee may deploy ArcGIS Server applications on the Internet provided the source and object code are not accessible to users of the application,and that Licensee does not generate revenue directly by charging for access to the site or service by selling data,pay-per-view,or subscription fee, or similar means by utilization of the Software. General Notes: A. Use of ESRI Software, Data, or Documentation in a commercial Application Service Provider(ASP)business model is subject to execution of a written ASP license agreement and the payment of the appropriate additional • license fees. For purposes of this Agreement,a commercial ASP means a Licensee who uses ESRI Software, Data,or Documentation for a site or service,operates the site or the service for a profit, and generates revenue by charging for access to the site or service(by selling data,pay-per-view,subscription fee,or similar means). B. ESRI does not permit a Licensee to make the ISRI Software,Data,or Documentation accessible to third parties for remote geoproccssing or on a global server for access by foreign affiliates or other third parties. • • Page 5 of 5 £300 11/04 • • 0. O a • 61 rk% .k Cm' ® ENTERPRISE LICENSE AGREEMENT ADDENDUM ESRI,380 New York St,Redlands,CA 92373-8100 USA•TEL 903-793-2a53•FAX 909-7934953 ARTICLE 1—DEFINITIONS All words,phrases,or terms defined in other parts of this Enterprise License Agreement(ELA)shall have the same meaning in this Enterprise License Agreement Addendum. The following additional words,phrases,or terms shall have the following meaning: A. "Authorized User"means an employee, or staff member of a Licensee who is authorized to use the Software,Data,or Documentation solely in support of Licensee. B. "Centralized Help Desk"means a centralized location where named authorized representatives of the County serve as the point of contact from which all Tier 1 Support will be given to Authorized Users,and from which all Tier 2 requests will be issued and coordinated with ESRI. C. "County"means Spokane County, Washington,including its agencies,departments,divisions,or offices. The County's Information Systems.Department shall be the signatory and lead agency responsible for administration of this Agreement. D. "Deploy","Deployed",or"Deployment"means the redistribution by the County of the Site License Software,Data, or Documentation to the Authorized User(s)machine or computer for use in accordance with the terms of this Agreement. Deployment to consultants or contractors is not authorized. E. "Eligible Agencies"means the government entities(i.e.,city, district,or council)that have been identified . . in Appendix A as eligible to participate under this Agreement F. "IDIQ" means indefinite delivery,indefinite quantity Software,Data,or Documentation that is available under this Agreement subject to a per unit license fee (Software not identified in Table 13-I of Appendix B). G. "Incident"means a failure of the Software to operate according to the Documentation furnished by ESRI where such failure substantially impacts operational or functional performance. • H. "Licensee"means County or Eligible Agencies who have acquired Software,Data,or Documentation in accordance with the terms of this Agreement. Eligible Agencies must be bound to the terms of this Agreement via interlocal agreement. I. "Limited Deployment Software License"means the Software identified in Table B-2 of Appendix B for which the quantity to be Deployed is fixed at a not to exceed quantity. J. "Maintenance"means Tier 2 Technical Support and updates,patches,and upgrades to the Software, Data, or Documentation provided by ESRI for the type and quantities of Software defined in Appendix B. K. "Roll-In"or"Rolled-In"means preexisting Software licenses that Licensee acquired for use prior to the date of this Agreement that may be incorporated into and maintained for the term of the ELA Agreement. L. "Site License Software"means the Software identified in Table B-1 of Appendix B that the County may copy and redistribute pursuant to the terms of this Agreement M. "Technical Support"means a process to attempt to resolve reported Incidents through error correction, patches,hot fixes, workarounds,replacement deliveries,or any other type of Software,Data,or Documentation corrections or modifications provided by ESRI Technical Support staff. N. "Tier 1 Support"means the Technical Support provided by a County Support Site as the primary contact to Authorized Users in attempted resolution of reported Incidents. O. "Tier 2 Support" means the Technical Support provided by ESRI to the Support Site when the Incident cannot be resolved through the Tier 1 Support. ARTICLE 2—ADDITIONAL GRANT OF LICENSE Licensee's use of Software,Data,or Documentation is subject to the terms of this Enterprise License Agreement. In addition to the grant of license in E200, General License Terms and Conditions,the following Permitted Uses are hereby granted for the software identified as Site License Software in Appendix B: A2004-ESL60 82/CJ 1 12/01/04 (Spokane County) / _\ ff A • ea A. The County, through its Information Systems Department may copy and Deploy the Site.License Software, Dara, or digital Documentation identified in A.ppeudix.13 up to the quantities of Site License Software licenses granted to Licensee's Authorized Users for Licensee's internal use during the terra of this Agreement,provided that prior to Deployment of such Software,Data, or digital Documentation to Eligible Agencies by County, an interl ocal Agreement(TA)is in place with the receiving Eligible Agency that requires the agency to agree that each is a Licensee and each shall abide by the licensing terms contained herein (E200 General License Tern,_s and Conditions and E300 Exhibit 1—Scope of Use), This Agreement shall be incorporated into the IA as an attachment. No other Licensee: has a right to Deploy the Software identified in Appendix B. Software,Data or Documentation not identified in Appendix B is available on an[DM basis only and shall be licensed in accordance with E200 General License Terms and Conditions and E300 Exhibit 1—Scope of Use. Hard-copy books may not be copied. 13. A License under the License terns defined in ESRI documents E200, General License Terms and Conditions autl E3(10,Scope of Use—'Exhibit 1, will vest to Licensee for all Software, Data,or Documentation Deployed from the list in Appendix B,upon,full payment of the total of all 1 LA fees identified in Appendix C, if paid as defined in this Agreement. If this Agreement is terminated pursuant to Article 7.3, a License under the.License terms defined in ESRI documents £200, General License Terms and Conditions and MOO, Scope of-Use—Exhibit 1, will vest to Licensee for Software, Data, or Documentation Deployed from the list in Appendix B,Table 13-1, provided the Software remains continuously on Maintenance from termination of this Agreement for a period of drab equal to the anticipated end date of this Agreement_ No License shall vest For Software, Data,or Documentation Deployed from the list in Appendix B,Table B-2 if this Agreement is terminated pursuant to Article 7.3. C. County may roll-in pre-existing licenses of Software:, Data, or Documentation for maintenance and technical support under this Agreement,provided County shall identify the licenses being rolled-in to ESRI in writing. All Rolled-.in licenses shall be subject to the terms and conditions of this Agreement,except that upon expiration, Licensee may continue to use Rolled-In licenses regardless of whether Licensee elects to pay maintenance on such Rolled-In licenses, subject to compliance with the L200;General License Terms and Conditions and E300, Scope of Use. D. ESRI may,at its sole discretion, discontinue offering any Software,Data,Maintenance, or other product or service (Products)included in this Agreement that is no longer offered commercially at any time upon reasonable written notice. ESP]: will continue offering support for discontinued Software for one year from the date of notice_ ESRI may at its solo discretion, offer new Products;or price increases or reductions for any existing Products (exclusive of the Enterprise License Fee in Appendix C), and may update the MPA Price List; FACI5, no more than quarterly, by written notice to County. ESRI may require additional license terms prior to use of new Products, Such notice shall become part of this Agreement upon(i) ordering Products covered by the notice or{ii) thirty(30)days after Licensee's receipt of notice, whichever is soonor. Licensee may object in writing to the notice prior to the occurrence of items(i) or(ii). Any objections or changes to the notice shall require written agreement of both parties. 1 _ Section 3.4,Consultant Access, of E200 General License Terms and Conditions, is revised to add the requirement that any consultant or contractor may only access the Software, Data, or Documentation via a secure network with the Software, Data or Documentation installed on computers owned and controlled by. Licensee located within the County. ARTICLE 3—ADDITIONAL RESTRICTIONS ON 'USE In addition to the restrictions on use in E200, General License Terms and Conditions, the Following Uses Not Permitted apply to this Agreement: A. County shall not Deploy additional copies of the Software,Data, or Documentation beyond the quantities of licenses in use upon termination or after the date of expiration. B. County shall not transfer, redistribute, or Deploy the Software,Data, or Documentation outside of the United States and outlaying areas without the prior written permission of ESRI and agreement on additional fees, if any. Any such export shall also be subject to Section 10.2, Export Canto!Regulations, ofE200_ General License Terms and Conditions. A2.0041.-ESL 0S2JCJ 2 12103/04 (Spokane County)- • • ARTICLE 4—POINTS OF CONTACT 4.1 Principal Points of Contact for Ordering and Technical Issues—Each party shall identify a principal point of contact for administrative and technical issues. Either party may change its points of contact by written notice to the other party. 1. ESRI Point of Contact for order processing and administrative issues • Name: Customer Service ESRI Redlands 380 New York Street Redlands,CA 92373-8100 E-mail: service@esri.com Phone: 909-793-2853,extension 2001 Fax: 909-307-3083 2. ESRI Contact for Technical Support issues -mail: sugport(aesri.coxn<mailto:suonort i esri.com> OR intsupport @esri.com Phone: (909) 793-3774 domestic US only lax: (909) 792-0960 . Web: support@esri.com 3. County's Chief Point of Contact for Technical Support issues Name: Mike Stewart E-mail: mstewart@spokanecounty.org Phone: (509)477-7253 Fax: (509)477-7494 • ARTICLE 5—MAINTENANCE,TRAINING,WORKSHOPS ANT)ADMINISTRATION 5.1 Maintenance—Maintenance includes benefits specified in the most current applicable ESRI support services policy(brochure)as modified by this Agreement for the Software identified in Appendix B. The applicable support services brochures may be found on the ESRI Web site at http://support.esri.com/index.cfm?fa=homcpage.policies.gateway or copies of the support services brochures may be requested directly from ESRI. Maintenance is provided at no additional cost during the term of this Agreement for Deployed and Rolled-In Software(Appendix 13). If, after expiration of this Agreement,paid Maintenance for Software(Rolled-In or Deployed)is not purchased or is purchased and discontinued and at some later date Licensee is desirous to restart Maintenance for Software,back Maintenance fees from the date Maintenance was last provided (after the term of this Agreement expires)shall also be due. 5.2 Technical Support-For the Software identified in Appendix B (quantity defined) ESRI shall provide Software support consisting of revisions to the Software(bug fixes,patches or workarounds,updates to manuals,installation instructions) and access to ESRI Technical Support via the telephone for ESRI Software that is currently supported by ESRI as further defined below. County shall provide the first line(Tier 1)of Technical Support for Authorized User(s)of the Software from the County's Centralized Help Desk(CHI))function. The CHD shall provide all Tier 1 Support to Authorized Users. • The County will provide Tier 1 Technical Support to its Authorized Users wherever they are located, through its CHI). At a minimum,the Tier I Support shall include those activities that assist the user in resolving"how to"and operational questions as well as questions on installation and troubleshooting procedures. The Tier 1 Support analysts shall be the initial points of contact for all questions and Incidents reported by Authorized Users. The Tier 1 Support analysts shall obtain a full description of each reported Incident and the system configuration from the Authorized User. This may include obtaining any customizations,code samples,or map Data involved,if A2004-ESL60821CJ 3 12/03/04 (Spokane County) . n .J applicable to the Incident. The analyst shall also use any other information and databases it may develop to satisfactorily resolve Incidents. It is expected that most(est 90%or more)of all Incidents shall be handled at the Tier 1 level by the CHD. If this effort does not resolve the Incident,the CHD Tier 1 Technical Support analyst may contact ESRI Technical Support for Incidents involving ESRI Products. CND assistance services shall be provided in such a way as to minimize repeat calls and make solutions to problems available to the user community residing under the CHD structure. For Tier 2 Technical Support the Cl-ID will forward support requests to ESRI. ESRI will log the calls received from the CIID and attempt to resolve the issues by dealing with the CHD and not the Authorized User. When resolved, ESRI will communicate the information to the County's CHD,and the CHD shall disseminate the resolution to the Authorized User. The County may assign up to eight(8)named CHD persons(from any Licensee)who may contact ESRI's Technical Support Group directly for Tier 2 Technical Support. 5.3 Web-Based Training—County will be provided access to ESRI Virtual Campus Web-based training through an annual,one hundred(100)-seat Enterprise Subscription. The subscription includes all asynchronous,self-study courses at the Campus that are authored by ESRI. The Enterprise Subscription does not include instructor-assisted courses,Web Workshops,and courses authored by third parties. County must designate a person as the Subscription Administrator. The Subscription Administrator receives and controls the Subscription Master Code that allows them to select courses and distribute Course Access Codes to employees of participating Licensees. Each course access code issued reduces the subscription account by one seat. Web-based training classes are available for each of the core ArcGIS desktop Software products that will be included as part of the Agreement. ESRI anticipates that this will be the primary vehicle used to train Licensee personnel in the use of ESRI technology. 5.4 Technical Workshops—GIS technology continues to evolve;therefore,ESRI believes it is important to provide regular technology briefings throughout the year so that County can manage changes before they occur. To support this,ESRI staff will provide informal technical workshops as appropriate. These technology briefings may be delivered via the ESRI.Virtual Campus or other appropriate means. 5.5 ELA Management and Software Upgrades/Updates—The duties of the County management and administrative issues POC(or its successor in interest)are as follows: 1. Administer the configuration,distribution,tracking,and Deployment of ESRI Site License Software to Authorized End Users. 2. When required, order additional Windows hardware keys via a written(fax or e-mail is acceptable)request of ESRI. 3. Be responsible to obtain keycodes from ESRI to facilitate Deployment of the Site License Software that employs a License Manager. ARTICL> 6--ORDERING,ADMINISTRATIVE PROCEDURES,DELIVERY,AND DEPLOYMENT 6.1 Purchase Orders,Delivery and Deployment a. The County shall issue a purchase order upon execution of this Agreement, and annually thereafter in accordance with the fee schedule in Appendix C. b. Authorized Licensee's(Eligible Agencies and County)may also issue purchase orders to ESRI directly for IDIQ Software, Data,or Documentation,and maintenance,training,or custom services based on the fees/pricing specified in this Agreement for such items. The terms and conditions of this Agreement,excluding the Enterprise License Agreement Addendum,shall govern such orders issued by a Licensee,as applicable. Any additional or different terms included with an order from a Licensee shall require specific approval by ESRI via a written modification to this Agreement to be binding. Maintenance purchased separately shall be provided in accordance with standard ESRI maintenance policies/procedures. c. Upon receipt of a the initial purchase order from the County for the Site License Software, Data, or Documentation listed in Appendix B,ESRI will deliver five(5)sets of Software media(includes Software,user documentation,and installation instructions)to the designated point of contact for the County. When providing A2004-ESL6082/CJ 4 12/03/04 (Spokane County) • patches,updates,or upgrades under maintenance,ESRI may make these available for downloading from ESRI's web site or deliver five(5)sets of Software media. The method of delivery shall be at the sole discretion of ESRI. if the County requires more than five(5)sets of media for any Software product,it may purchase them at the rates in the then-current NEPA Price List,E405. It shall be the County's obligation to further Deploy these materials to Authorized Users at Eligible Agencies on an as-required basis. ESRI shall provide to the County • the hardware keys or confidential copy protection mechanism information(e.g.,registration numbers or keycodes),if necessary,to activate the installed proprietary program that enables the licensed software to operate. Alternatively,ESRI may at its discretion provide to the County the capability to provide such hardware keys or registration numbers directly to Authorized Users. 6.2 Purchase Order Requirements—Any purchase orders issued by a Licensee shall reference and be subject to the terms and conditions of this Agreement. Purchase Orders may be provided by fax,mail, or digitally. The following information/statements shall also be included in each purchase order. • Name or identification of Licensee,place of delivery, and the cnd user name and contact information. • Purchase order number. • Date delivery is requested(minimum thirty 1301 days after ESRI receipt of order). • Primary site for maintenance if primary maintenance is not ordered. • Quantity,description,and unit price. • On the face of the purchase order,print the following statement: "Ordered under Enterprise License Agreement No.2004ESL6082." • ESRI Customer Number of Licensee. • Name, address,and telephone number of purchaser's contact person or Licensee point of contact. 6.3 Registration/Keycode Request—For Site License Software the County shall specify the system licensing information on a copy of the Registration/Keycode Request form in Appendix E,attached hereto and incorporated herein by reference,sufficiently in advance for ESRI to meet the delivery schedule based on standard shipping. The County may be provided the capability of generating keycodes via the World Wide Web through ESRI's Web site. ESRI will provide each County's designated points of contact an account number and a password for access to ESRI's Web-based keycode generation system located at a secure URI.address. The County will keep the keycode account number and account password confidential to ensure there is no unauthorized use of the keycode generation system. The County administrator will also be given complete written instructions on proper use of the keycode generator. ESR1 will provide nominal assistance to train the designated administrator. 6.4 Statistics and Tracking—All orders pertaining to this Agreement will be processed through the ESRI office in Redlands as stated herein. The County shall be responsible to track all Site License Software Deployed to Authorized Users and report to ESRI annually and at the termination of this Agreement the quantities,types,and location of all licenses Deployed. 6.5 ESRI User Conference Passes—Registrations for ESRI's annual International User Conference are among the benefits under this Agreement. The following table outlines the number of International User Conference passes the County will be entitled to under this Agreement. The County will receive ESRI User Conference passes annually for the term of this Agreement in the quantities defined below. The County shall be responsible for distributing the passes to all Licensees in an equitable manner. Agency Number of International User Conference Passes County 10 Upon the expiration of this Agreement,user conference registrations shall be based on standard ESRI policies. 6.6 Annual Report of Deployments—Ninety(90)days prior to the anniversary date(s)(starting 1 January 2006) and expiration date of this Agreement,the County shall provide a written report to ESRI detailing the Deployments (to all Authorized End Users)made under this Agreement. The report(reference Appendix D)shall detail the total A2004-ESL6082/CJ 5 12/03/04 (Spokane County) J quantity of licenses Deployed by Software program type, location,and user/machine. The report shall also include the same information for the Rolled-In licenses. The quantity and location of Media and Install Kits provided shall also be included. The report shall be subject to audit by an authorized representative of ESRI. The total quantity Deployed may be part of the basis for any adjustment in fcc at time of renewaL 6.7 Update of Terms and IDIQ/Services Pricing—The General License Terms and Conditions-E200, Exhibit 1, Scope of Use-E300,lvIPA Price List-E405 and the Time and Materials Rate Schedule may be updated from time to time to incorporate updated or new pricing and/or applicable/revised licensing terms. Software,Data or Documentation updates or upgrades used or installed shall be governed by this Agreement and any revised terms found in the then-current General License Terms and Conditions and Exhibit 1,the terms of which will be indicated on ESRI's Web site or enclosed in the deliverable's packaging,depending on the method of delivery. ARTICLE 7—TERM,TERMINATION,AND EXPI:ktATION 7.1 Term and Termination—The term of this Agreement shall be from 1 January 2005 to 31 December 2007 or until such time that ESRI or the County terminates this Agreement after written notice for the alleged material breach. ESR.I may elect to terminate the license rights of a particular Licensee for material breach without terminating this Agreement with the County or other Licensees.,The breaching party shall be given a period of thirty(30) days to cure any material breach. Upon the termination of this Agreement for material breach, the County or Licensee shall uainstall,remove,and destroy all Software,Data,or Documentation, and training materials, and any whole or partial copies,modifications,or merged portions in any form and execute and deliver evidence of such destruction to ESRI,which evidence shall be in a form acceptable to ESRI. County shall reasonably cooperate with ESRI in termination of a Licensee in material breach of this Agreement,including enforcement this Agreement with respect to such Licensee. 7.2 License Terms and Use Upon Expiration of Term—Upon payment of fees due and the expiration of this • Agreement(at the end of the full term defined in Article 7.1)the Software Deployed and the preexisting Rolled-In Software that has been updated or upgraded(under maintenance)may continue to be used and licensed by the Licensee under ESRI's then current General License Terms and Conditions. At the end of the term(as defined in Article 5.1)of this Agreement,the parties may negotiate to extend this Agreement or negotiate and execute a follow-on Agreement. Licensee will notify ESRI as to which licenses it will continue to support under continuing maintenance and which licenses will not be supported under maintenance. 7.3 License Termination Liability for Lack of Funds—Under no circumstances may County Deploy additional copies of the Software,Data,or Documentation upon termination of this Agreement for Lack of Funds. In the event that the County does not allocate,obligate,and pay the annual ELA fee due,ESRI may terminate this Agreement and the following conditions shall apply: 1. A Licensee must uninstall,remove,and destroy all Deployed Software,Data,or Documentation,and any whole or partial copies identified in Appendix B,Table B-2; 2. A Licensee may continue to use Deployed Site License Software,Data,or Documentation identified in Appendix B,Table B-1,provided (i) All Deployed Site License Software remains current(paid up)on Maintenance(pricing based on standard commercial prices then in effect)for a period of time equal to the then remaining term of this Agreement(starting from the termination date);and (ii) Maintenance must be continuous(consecutively paid)and may not lapse. If any Deployed Site License Software,Data,or Documentation from Appendix B remains continuously on Maintenance for the defined period of time(equal to the then remaining term of this Agreement), a License shall be offered to Licensee for those licenses only,pursuant to Article 2.B. 3. If Maintenance on Deployed Site License Software,Data,or Documentation is not continuously maintained for the defined period of time(equal to the then remaining term of this Agreement), such Software,Data,or Documentation may not be used and must be removed or de-installed from the machine it is installed on. A2004-ESL6082/CJ ' 6 12/03/04 (Spokane County) Within thirty(30)days of termiination of this Agreement for Lack of Funds,County must document in writing to ESRI,the total quantity and type(e.g.,Product)of Site License Software Licenses originally Deployed;the quantity and type that County will pay Maintenance on(Deployed and Rolled-In);and the quantity and type of Deployed Site License Software,Data,or Documentation dcinstalled to reach the maintenance fee payment level. Payment of maintenance fees for Site License Software,Data,or Documentation to be maintained shall be made within sixty (60)days of termination. Rolled-In licenses that have been upgraded may continue to be used at the original Roll-In quantities(and at the upgraded version)without the continuous paid maintenance requirement. Use and licensing for Rolled-In licenses shall be in accordance with the E200 General License Terms and Conditions,(and E300 Scope of Use)included in this Agreement. ARTICLE 8—NOTICES All legal or contractual notices or communications required or permitted under this Agreement shall be in writing and shall be effective and deemed received upon personal delivery to the other party or seven(7)days after being dispatched as certified mail,return receipt requested,addressed as follows: To: ESRI To: Spokane County/ISD-GIS 380 New York Street 815 N.Jefferson St. Redlands,CA 92373-8100 Spokane,WA 99260-0400 Attn: Manager,Contracts and Legal Services Attn: Ian Von Essen-GIS Manager ARTICLE 9—CONFIDENTIALITY Except to the extent required by law or regulation, Licensee shall use best efforts,as noted below,not to disclose the pricing,or terms and conditions of this Agreement. Licensee shall notify ESRI in the event it receives a request to disclose the pricing,or terms and conditions of this Agreement,under an Open Records Act or a Freedom of Information request or other request of a third party in sufficient time to permit ESRI to review and respond to such request. Licensee agrees that ESRI may publicize the existence of this Agreement. Licensee shall not publish in hard copy or electronically prices or fees for ESRI Software,Data,or Documentation,or services without ESRI's 'prior written consent. This restriction specifically applies to the World Wide Web(Internet). This restriction shall not apply to the extent such publication is required by law or regulation or court order provided ESRI is advised of such intended publication sufficiently in advance for ESRI to challenge such intended publication. ESRI consider the pricing set forth in this Agreement to be proprietary and confidential. Specifically,ESRI considers the Enterprise License Agreement pricing in Appendix C and the price discount rate for IDIQ orders to be proprietary and trade secret information of ESRI that may impact our competitive position in the industry if publicly disclosed. As such,disclosure may be made only to those employees of Licensee who have a need to know to perform their duties. ESRI gives permission to the County to maintain the prices,fees, and discounts on the County Intranet, subject to password protection accessible to eligible Agencies to support potential procurements,provided the County uses no less than the degree of care to protect this information as it uses to protect its own confidential information or third party information of similar nature. The County must include the following notice on information concerning this Agreement and its pricing posted on or accessible through the County Intranet that is accessible by Agencies and their employees,or on any other Web pages that make reference to this Agreement, including order forms: PRICING IisIFORM.ATION,INCLUDING APPLICABLE DISCOUNT RATES,CONTAINED IN THE ESRI ENTERPRISE LICENSE IS CONSIDERED CONFIDENTIAL AND PROPRIETARY INFORMATION. EXCEPT TO SUPPORT AUTHORIZED ACQUISITIONS,RECIPIENT SHALL NOT COPY, DISCLOSE TO ANY THIRD PARTY, OR USE ANY PRICING INFORMATION FOR ANY OTHER PURPOSE OR PROGRAM. ARTICLE 10—RELATIONSI IP OF THE PARTIES This Agreement does not constitute a partnership,joint venture or agency between the parties,nor shall either party hold itself out as such,nor shall either of the parties be bound or become liable because of any representation,action or omission of the other. A2004-ESL6082/CJ 7 12/03/04 (Spokane County) ARTICLE II—FORCE MAJEURE If the performance or any obligation under this Agreement,is prevented,restricted,or interfered with by reason of fire, flood,earthquake,explosion,or other casualty or accident;strikes or labor disputes;inability to procure or obtain delivery of parts,supplies,or power;war, threat of or actual terrorist act,cyber-attack,or other violence; any law, order,proclamation,regulation,ordinance, demand,or requirement of any County Agency; or any act or condition whatsoever beyond the reasonable control of the affected party,the party so affected,upon giving prompt notice to the other party,shall be excused from such performance to the extent of such prevention,restriction,or interference. • ARTICLE 12—GIS STANDARD Licensee agrees to officially name ESRI as its and its Affiliates'GIS standard and further agrees to act as a reference for other ESRI customers and potential customers as long as this Agreement remains in effect. Notwithstanding, under no circumstances shall this Agreement be construed or interpreted as an exclusive dealings agreement and , Licensee and its Affiliates reserve the right to purchase from third parties any of their requirements for GIS software. • • • • A2004-ESL6082/CJ 8 12/03/04 (Spokane County) APPENDIX A Eligible Agencies As a condition of participation,participating Eligible Agencies sha!l be contractually bound to the terms of this Agreement by executing an interlocal agreement(L4) in writing with the County that explicitly acknowledges each Eligible Agency agrees to adhere and comply with the terms and conditions contained in this Agreement. County agrees to incorporate this ELA Agreement into each IA. Provided each has agreed to the terms and conditions of this Agreement, the following Eligible Agencies are authorized to participate in this ESRI Enterprise License Agreement: • City of Spokane • City of Spokane Valley • Spokane Regional Health District • Spokane Regional Transportation Council • • • A2004-ESL6082JCJ 9 12/03/04 (Spokane County) APPENDIX B Enterprise License Software and Deployment Schedule County may Deploy up to the total quantity of Software licenses indicated below for the identified Products to Licensee(s). County shall identify the preexisting Software Products and quantities being Rolled-Into this Agreement. The quantities identified in year one(1)through three(3)include Roll-In license quantities and are the cumulative quantities available in any given year. Table B-1 Site License Software Roll-In Existing Year 1 Year 2 Year 3 Product Licenses Total Qty./Seats Total Qty./Seats Total Qty./Seats ArcG1S Desktop ArcView SU 17 Unlimited Unlimited Unlimited ArcView CU 11 Unlimited Unlimited Unlimited ArcEditor SU Unlimited Unlimited Unlimited ArcEditor CU 10 Unlimited Unlimited Unlimited . ArcInfo CU 61 Unlimited Unlimited Unlimited Spatial Analyst SU 5 Unlimited Unlimited Unlimited Spatial Analyst CU 11 • Unlimited Unlimited Unlimited 3D Analyst SU Unlimited. Unlimited Unlimited 3D Analyst CU 11 Unlimited Unlimited Unlimited Geostatistical Analyst SU Unlimited Unlimited Unlimited Geostatistical Analyst CU Unlimited Unlimited Unlimited Arclnfo Network(workstation) Unlimited Unlimited Unlimited ArcCOGO(workstation) 29 Unlimited Unlimited Unlimited ArcGIS Network Analyst SU Unlimited Unlimited Unlimited ArcGIS Network Analyst CU` 18 Unlimited Unlimited Unlimited ArcGIS Publisher SU Unlimited Unlimited Unlimited ArcGIS Publisher CU Unlimited Unlimited Unlimited Maplex for ArcGIS SU I Unlimited Unlimited Unlimited Maplex for ArcGIS CU Unlimited Unlimited Unlimited Server ArcIS Server/CPU - 3 Unlimited Unlimited Unlimited •Additional CPU 3 Unlimited Unlimited Unlimited ArcSDE Server/2 CPU 2 Unlimited Unlimited Unlimited Additional CPU 2 Unlimited Unlimited I Unlimited ArcGIS Server 2 Unlimited Unlimited Unlimited Other ArcSDE connects(MO, AV3.3) 10 Unlimited Unlimited Unlimited MapObjects Developer Kit 6 Unlimited Unlimited Unlimited ArcG1S Engine Unlimited Unlimited Unlimited AreGIS Engine Runtime Unlimited Unlimited Unlimited A2004-ESL6082/CJ 10 12/03/04 (Spokane County) • 0 0 APPENDIX B Enterprise License Software and Deployment Schedule Table B-l. (cont'd) Site License Software Roll-In Existing Year 1 Year 2 Year 3 Licenses Total Qty./Seats Total Qty./Seats Total Qty./Seats ArcView 3.3 UNIX 3 Unlimited Unlimited Unlimited ArcView 3.31 91 Unlimited Unlimited Unlimited Spatial Analyst 5 I Unlimited Unlimited Unlimited 3D Analyst Unlimited Unlimited Unlimited • Network Analyst 1 Unlimited Unlimited Unlimited ArcPress Unlimited Unlimited • Unlimited t Includes 2.x and 3_x versions, Any ArcView may be upgraded to 8.x or higher(the then current version)at any time,but once upgraded to 8.x or higher they may not be converted back to ArcView version 2.x or 3.x. Table B-2 Limited Deployment Software Licenses • Roll-In • Existing Year 1 Year 2 Year 3 Product Licenses Total Qty./Seats Total Qty./Seats Total QtyJSeats ArcPad 9 9 9 12 ArcPad Application Builder 3 3 3 3 StrcctMiap 1 1 1 1 Business Analyst 1 1 1 1 Note: The Limited Deployment Software Licenses listed may not be Deployed in quantities greater than those listed. Additional Licenses of this type may be purchased. Quantities authorized to each Eligible Agency shall be identified in the Interlocal Agreement. A2004-ESL6082/CJ 11 12/03/04 (Spokane County) APPENDIX C Enterprise License Fee Schedule* Year 1" Year 2" Year 3** Total I $195,000 5195,000 $195,000 Fee includes Software in the type and quantity identified in Appendix B and additional items as defined in Article 5 and 6.5 '. These fees arc duc and payable on the anniversary date of the Agreement,with the initial payment due within thirty(30)days of Agreerrsnt execution. The County shall issue a purchase order to ESRI upon sigrtature and annually thereafter for the annual Enterprise License Fee. Items Not Covered by the Addendum terms and Annual ELA Fee: ESRI IDIQ Software,Data,or Documentation,training,maintenance for IDIQ items,or Services may be ordered separately at prices set forth elsewhere in this Agreement. Acquisition and use of such items/products shall be governed by the individual documents for each acquisition(i.e.,IDIQ Software, Documentation and Data shall be governed by the E200 General License Tenns and Conditions and E300,Exhibit 1—Scope of Use). On-site training shall be governed by E207,the Support Services brochures shall govern maintenance for IDIQ items and Services/custom software shall be governed by the E600 and its attachments. One Year Extension Option: At the end of the three(3)year term of this Agreement,the County and ESRI may extend the term of this Agreement for one(1)additional year if both parties agree to do so. The parties may exercise this option by mutually executing a written amendment to this Agreement to that effect. The fee for the one(1)year extension shall be one hundred ninety-five thousand dollars($195,000). Follow-on Effort: In the event of the renewal of this ELA Agreement after the end of the original term or,if exercised, after the end of the optional one(1)year extension or implementing a new follow-on agreement,the annual fee charged will continue to be based upon such factors as(i)number of copies of the Software Deployed; (ii)any additional Software expected to be Deployed or new types of Software added to the Agreement and • expected to be Deployed;(iii)number of Full Time Equivalent O. t.)employees of all participating agencies who make up the potential user community;(iv)number of licenses of limited deployment products required by a Licensee and;(v)any special support, maintenance,training or professional services to be provided as part of this • Agreement. County's Prior MapObjects Site License: During the term of this Agreement and provided the annual fee(s)due. are paid on time, the annual maintenance fee for Spokane County's MapObjects Site License(Pursuant to ESRI's Letter of October 2, 1998)shall be waived. Thc,rights provided in the County MapObjects Site License shall remain specific to the County. • • • • A2004-ESL6082ICI 12 12/03/04 (Spokane County) 0 a APPENDIX D County Deployment Report The County shall submit a report to ESRI providing the following data for each deployment of ESRI software: A. Contract Information: Organization Address End user Name End user telephone End user email B. CPU Identification: • MakeJModel: Operating System and Version Serial No. Host Name Host IL)(UNIX) Sentinel Kay(NT) C. Software Identification: • List all ESRJ Software(extensions separately),version number,number of seats on CPU,number of CPUs on a Server,and single/concurrent use. • A2004-ESL6082/CJ 13 12/03/04 (Spokane County) APPENDIX E ESRI RegistrationfKeycode Request Form (Please complete one form per CPU) **Please send completed form to ESRI via fax[FAX NUIvIBERJ or via email to jpaul a esri.com Date: Keycode Transaction Type P.O.Number: U New Software License End User Information ❑ License Transfer(from one CPU to another) From Host ID/Sentinel key Customer No.: ❑ Software Evaluation. Time out: Organization: Contact Name: CPU Identification Contact Fax No.: Contact E-mail Address: Make/Model: 0/S(UNIX,NT): • Serial Number: Host Name: Host ID/Sentinel key: Desired License Configuration i ESRI Products I Licensed Features Quantity Comments ArcGIS 8.x Arclnfo ArcEditor ' ArcView GRID/Spatial Analyst TIN/3D Analyst GeoStatistical Analyst Arc Publisher ArcSchcmatics StreetMap ArcPress Survey Analyst Tracking Analyst Military Analyst Network ArcScan ICOGO ArcStorm TIFF/LZ\V MrSID ArcView GIS UNIX 3.x ArcView Spatial Analyst ArcPress • Network Analyst I 3D Analyst Tracking Analyst SDE Server 3.x Client 3.x ArcSDE Server 8.x Read Only Connects 8.x Read/Write Connects 8.x ArcIMS ArcIMS • ArcMap Server Extension A2004ESL6082/C7 14 12/03/04 (Spokane County) 0 • 0 . t *1 ESRI MM PRICE LIST (E405 10104B) ESRI.380 New York St.Redlands.CA 92373-8100 USA•TEL 909-793.2853•FAX 909-793.5953 General Information and Disclaimers . The following software items and related products are offered to Licensee and its qualified agencies for use only within the United States of America,its possessions,and territories. 2. The listed prices-are exclusive of shipping,handling and any applicable taxes. Delivery terms are FOB Redlands, California. Shipping and handling will be prepaid and charged back,i.e.included in the invoice as a separate item. If desired,shipping and handling charges can be quoted to the customer prior to the placement of the order. Your ESRI Sales Representative can provide a specific quote including applicable shipping and handling charges. 3. Eligible customers may at any time request a specific quote based on this contract from an ESRI sales representative. When selecting items from this contract without assistance from an ESRI sales representative,be aware of the following general rules: (a) Volume pricing applies on a per-order and per-item basis unless otherwise indicated. The listed prices must be multiplied by the order quantity to determine the total price for any given order. (b) Some products have prerequisites and interdependencies so that one may not be purchased,or may not be functional,without prior or simultaneous purchase of another product. For example,software upgrades can only be licensed by customers who have already acquired the corresponding earlier version of the software,and extension software is only functional in combination with the corresponding core software. If you have questions regarding your configuration,please contact your ESRI representative for additional information. (c) System requirements and platform support vary from item to item. If in doubt whether your system will support a desired item;please contact your ESRI sales representative for additional information. (d) Some items are not offered to all potential customers. For example,certain software upgrades arc only offered to customers who have acquired the most recent versions of the software and local government licenses are only offered to local government customers. (e) For installations exceeding one(I)day on-site,ESRI will add S1,000 per day. (f) Customer must provide adequate facilities for client site training. Certain other restrictions apply. See the Learning Center On-site training information at ESRI's Web site(www.esri.comltraining/site training.html)for details. (g) ESR.I Site Training(i.e.Training at one of ESRI's Training Centers)requires a completed registration application form from each student. Registrations arc processed on a first-come,first-served basis. We recommend that you submit this registration information at least one month prior to the start date of your class. See the Learning Center registration information at ESRI's Web site(www,esri.comltrainineregister.htrnl)for details. 4. Support services are defined at ESRI's Web site(www.esri.com)within the user support section. Particular attention should be paid to the fact that some ESRI software comes with complimentary maintenance for the first year and other software features different support plans. 5. New software releases for most software products are provided exclusively through maintenance programs. In these eases, software upgrades arc not sold separately. Page I of 15 E405 10104B 6. Complimentary User Conference Registration for Standard Maintenance. No.of Complimentary Standard Maintenance Program Registrations Primary Maintenance for Arclnfo Floating License Primary Maintenance for Arclnfo Node-Locked License 2 Maintenance for ArcSDE(or SDE 3) I Server and Two CPU License I 1 Maintenance for Arc1MS 1 Server and 2 CPU License(limited to i per qualifying customer 1 number) Maintenance for First Floating Kiigher Education ArcGIS LAB KIT License 1 Maintenance for First Node-Locked h[.igher Education ArcGIS LAB KIT License Primary Maintenance for Maplcx 1 ArcView GIS 3.x Maintenance--per 25 License Maintenance for ArcGIS ArcView Single Use--per 25 License 1 Maintenance for ArcGIS ArcView Concurrent Use--per 15 License Maintenance for ArcEditor--per 10 License 1 Maintenance for ArcGIS Server Server/CPU License 1 Primary Maintenance for ArcGIS Engine Developer Kit ( 1 Page 2 of 15 E405 10/04B 9 a MPA Price List. E405 10/11/2004 Section Description Price AreGIS Concurrent Use Licenses ArcInfo Concurrent Use License • $9,900 Arc.Info Concurrent Use License Annual Maintenance(Primary 1st, 11th,21st,31st...) $3,000 Arclnfo Concurrent Use License Annual Maintenance(Secondary 2-10, 12-20...) $1,200 ArcEditor Concurrent Use License $6,300 ArcView Concurrent Use License $2,800 AreGIS Spatial Analyst Concurrent Use License $2,000 AreGIS 3D Analyst Concurrent Use License $2,000 ArcGIS Geostatistical Analyst Concurrent Use License $2,000 ArcPress for AreGIS Concurrent Use License S1,120 AreGIS StreetMap 8.x Concurrent Use License(U.S.data) $400 ArcGIS StreetMap 9.0 Concurrent Use License $800 AreGIS Publisher Concurrent Use License $2,000 AreGIS Survey Analyst Concurrent Use License $2,000 ArcGIS Tracking Analyst Concurrent Use License $2,000 ArcGIS ArcScan Concurrent Use License $2,000 ArcGIS Maplex Concurrent Use License $2,000 ArcGIS Data Interoperability Concurrent Use License $2,000 ArcGIS Schematics Concurrent Use License $2,800 Primary Maintenance for ArcView Concurrent Use License $700 Secondary Maintenance for ArcView Concurrent Use License $500 Primary Maintenance for ArcGIS Spatial Analyst Concurrent Use License $500 Secondary Maintenance for ArcGIS Spatial Analyst Concurrent Use License $200 Primary Maintenance for ArcGIS 3D Analyst Concurrent Use License S500 Secondary Maintenance for ArcGIS 3D Analyst Concurrent Use License $200 Primary Maintenance for AreGIS Gcastatistical Analyst Concurrent Use License S500 Secondary Maintenance for AreGIS Geostatistical Analyst Concurrent Use License $200 Maintenance for ArcPress for ArcGIS Concurrent Use License $200 Maintenance for AreGIS StreetMap 9.0 Concurrent Use License $200 Primary Maintenance for ArcGIS Publisher Concurrent Use License $500 Secondary Maintenance for ArcGIS Publisher Concurrent Use License $200 Primary Maintenance for ArcGIS Survey Analyst Concurrent Use License $500 Secondary Maintenance for ArcGIS Survey Analyst Concurrent Use License $200 Primary Maintenance for ArcGIS Tracking Analyst Concurrent Use License $500 Secondary Maintenance for ArcGIS Tracking Analyst Concurrent Use License S200 Primary Maintenance for ArcGIS ArcScan Concurrent Use License $500 Secondary Maintenance for AreGIS ArcScan Concurrent Use License $200 Primary Maintenance for AreGIS Maplex Concurrent Use License $500 Secondary Maintenance for ArcGIS Maplex Concurrent Use License $200 Primary Maintenance for AreGIS Data Interoperability Concurrent Use License $500 Secondary Maintenance for AreGIS Data Interoperability Concurrent Use License $200 Primary Maintenance for ArcGES Schematics Concurrent Use License $700 Secondary Maintenance for ArcGIS Schematics Concurrent Use License $350 Primary Maintenance for ArcEditor Concurrent Use License $1,500 Secondary Maintenance for ArcEditor Concurrent Use License $1,200 Page 3 of 15 E405 10/04B Section Description Price 1 AreGIS Single Use Licenses ArcEditor Single Use License $6,300 ArcView Single Usc License $1 200 ArcGIS Spatial Analyst Single Use License $2,000 ArcGIS 3D Analyst Single Use License $2,000 ArcGIS Cieostatistical Analyst Single Use License $2,000 ArePress for AreGIS Single Use License $240 AreGIS StrectMap 8.x Single Use License(U.S.data) $400 AreGIS StreetMap 9.0 Single Use License $800 AreGIS Publisher Single Use License $2,000 AreGIS Survey Analyst Single Use License $2,000 AreGIS Tracking Analyst Single Use License $2,000 • ArcG1S ArcScan Single Use License $2,000 ArcG[S Maplex Single Use License $2,000 ArcGIS Data Interoperability Single Use License $2,000 AreGIS Schematics Single Use License $2,800 Primary Maintenance for ArcView 8.3 or 9.0 Single Use License(Core Only) $400 Secondary Maintenance for ArcView 8.3 or 9.0 Single Use License(Core Only)Effective $300 October 1,2004 Primary Maintenance for ArcView 8.3 or 9.0 Single Use License(Core Plus Extensions) $1,000 Secondary Maintenance for ArcView 8.3 or 9.0 Single Use License(Core Plus Extensions) $900 Effective October 1,2004 Primary Maintenance for ArcEditor Single Use(without extensions) $1,500 Secondary Maintenance for ArcEditor Single Use(without extensions) $1,200 Primary Maintenance for ArcEditor Single Use with Extensions ' $2,100 Secondary Maintenance for ArcEditor Single Use with Extensions $1,800 Maintenance Activation Program(Temporary Program Expires March 31,2005) Primary Maintenance Activation Fee for AreView 8.1,8.2,or 8.3 Single Usc License for $600 Windows,Core Only(Price Effective May 15,2004 thru March 31,2005) Secondary Maintenance Activation Fee for ArcView 8.1,8.2,or 8.3 Single Use License for $400 Windows,Core Only(Price Effective October 1,2004 thru March 31,2005) Primary Maintenance Activation Fcc for AreView 8.1,8.2,or 8.3 Single Use License for 51,500 Windows,Core Plus Extensions(Price Effective May 15,2004 thru March 31,2005) Secondary Maintenance Activation Fee for ArcView 8.1,8.2,or 8.3 Single Use License for $1,300 Windows,Core Plus Extensions(Price Effective October 1,2004 thru March 31,2005) Primary Maintenance Activation Fee for ArcView 3.3 Single Use License for Windows,Core $600 Only(Price Effective October 1,2004 thru March 31,2005) Secondary Maintenance Activation Fee for ArcView 3.3 Single Use License for Windows, $400 Core Only(Price Effective October l.,2004 thru March 31,2005) Primary Maintenance Activation Fee for ArcView 3,3 Single'Use License for Windows,Core $1,500 Plus Extensions(Price Effective October I,2004 thru March 31,2005) Secondary Maintenance Activation Fee for ArcView 3.3 Single Use License for Windows, $1,300 Core Plus Extensions(Price Effective October 1,2004 thru March 31,2005) Primary Maintenance Activation Fee for ArcView 3.2 Single Use License for Windows,Core 5600 Only(Price Effective May 15,2004 thru March 31,2005) Secondary Maintenance Activation Fee for ArcView 3.2 Single Use License for Windows, $400 Core Only(Price Effective October 1,2004 thru March 31,2005) Primary Maintenance Activation Fee for ArcView 3.2 Single Use License for Windows,Core $1,500 Plus Extensions(Price Effective May 15,2004 thru March 31,2005) Page 4 of 15 E405 1010413 Section Description Price 1 Secondary Maintenance Activation Fee for ArcView 3.2 Single Use License for Windows, $1,300 Core Plus Extensions(Price Effective October 1,2004 thru March 31,2005) Primary Maintenance Activation Fee for ArcView 3.2 Single Use License for UNIX,Core $1,050 Only(Price Effective May 15,2004 thru March 31,2005) Secondary Maintenance Activation Fee for ArcView 3.2 Single Use License for UNIX,Core $750 Only(Price Effective May 15,2004 thru March 31,2005) Primary Maintenance Activation Fee for ArcView 3.2 Single Use License for UNIX,Each $750 Extension(Price Effective May 15,2004 thru March 31,2005) Secondary Maintenance Activation Fee for ArcView 3.2 Single Use License for UNIX,Each $300 Extension(Price Effective May 15,2004 thru March 31,2005) AreGIS Upgrades ArcGIS ArcView Single Use License Upgrade to ArcGIS ArcVicw Concurrent Use License $1,200 ArcPress for ArcGIS Single Use License Upgrade to ArcPress for ArcGIS Concurrent Usc $880 License Upgrade from One AreGIS Product to Another Upgrade from ArcView Single Use to ArcEditor $5,100 Upgrade from ArcView Single Use to Arclnfo $8,700 Upgrade from ArcView Concurrent Use to ArcEditor $3,500 Upgrade from ArcView Concurrent Use to Arclnfo $7,100 Upgrade from ArcEditor to Arclnfo $3,600 Arclnfo 7.x or 8.0.x Software—UNIX/Windows NT Arclnfo 7.x or 8.0.x Floating'License Annual Maintenance(Primary 1st, 11th,21st,31st...) $3,000 Arclnfo 7.x or 8.0.x Floating License Annual Maintenance(Secondary 2-10, 12-20...) $1,200 Arclnfo 7.x or 8.0.x Node Locked 3-Pak License Annual Maintenance(Primary 1st, 11th, $4,000 21st,31st...) Arclnfo 7.x or 8.0.x Node Locked 3-Pak License Annual Maintenance(Secondary 2-10, - $1,600 12-20...) Arclnfo 7.x or 8.0.x Extension(each)Floating License(ArcNetwork,ArcCOGO,ArcTIN, $2,000 ArcGrid,or AreScan) Arclnfo 7.x or 8.0.x Extension Floating License Annual Maintenance(each)(Primary 1st, $500 11th,21st,31st...) Arclnfo 7.x or 8.0.x Extension Floating License Annual Maintenance(each)(Secondary 2-10, $200 12-20...) Arclnfo 7.x or 8.0.x Extension Node Locked 3-Pak License Annual Maintenance(each) $1,100 (Primary 1st, 11th,21st,31st...) Arcinfo 7.x or 8.0.x Extension Node Locked 3-Pak License Annual Maintenance(each) $440 (Secondary 2-10, 12-20...) Other Arcinfo 7.x or 8.0.x Licenses—UNIX/Windows NT ArcStorm First License(3 seats)Annual Maintenance $500 ArcStorm Additional License(each additional seat)Annual Maintenance $100 ArcPress for Arclnfo Floating Seat License Annual Maintenance $200 ArcPress for ArcView ArcPress for ArcView UNIX License S295 ArcPress for ArcView Windows/Windows NT License 5295 2 ArcView 3.x and Extensions UNLX ArcView 3.x for UNIX Single Use License Qty. 1-5(each) $1,756 ArcView 3.x for UNIX Single Use License Qty.6-25(each) $1,581 ArcView 3.x for UNIX Single Use License Qty.26+(each) $1,405 Page 5 of 15 E405 10/04B Section Description Price 2 ArcView 3.x for UNIX License Primary Maintenance $700 ArcView 3.x for UNiX License Secondary Maintenance $500 Transfer of ArcView 3.x for UNIX to ArcView 3.x for Windows/Windows NT $500 ArcView Network Analyst Extension for UNIX Single Use License Qty. 1-5(each) $2,246 ArcView Network Analyst Extension for UNIX Single Use License Qry.6-25(each) $2,121 ArcView Network Analyst Extension for UNIX Single Use License Qty.26+(each) $1,871 ArcView Network Analyst Extension for UNIX License Primary Maintenance $500 ArcView Network Analyst Extension for UNIX.License Secondary Maintenance $200 ArcView Tracking Analyst Extension for UNIX Single Use License Qty. 1-5(each) $2,246 ArcView Tracking Analyst Extension for UNIX Single Use License Qty.6-25(each) 52,121 ArcView Tracking Analyst Extension for UNIX Single Use License Qry.26+(each) $1,871 ArcView Tracking Analyst Extension for UNIX License Primary Maintenance S500 ArcView Tracking Analyst Extension for UNIX License Secondary Maintenance $200 ArcView Spatial Analyst Extension for UNLX Single Use License Qry. 1-5(each) $2,696 ArcView Spatial Analyst Extension for UNIX Single Use License Qty.6-25(each) $2,546 ArcView Spatial Analyst Extension for UNIX Single Use License Qty.26+(each) $2,246 ArcView Spatial Analyst Extension for UNIX License Primary Maintenance $500 ArcView Spatial Analyst Extension for UNIX License Secondary Maintenance $200 ArcView 3D Analyst Extension for UNIX Single Use License Qty. 1-5(each) S2,696 ArcView 3D Analyst Extension for UNIX Single Use License Qty.6-25(each) $2,546 ArcView 3D Analyst Extension for UNIX Single Use License Qty.26+(each) S2,24-6 • ArcView 3D Analyst Extension for UNIX License Primary Maintenance S500 ' ArcView 3D Analyst Extension for UNIX License Secondary Maintenance S200 Windows/Windows NT ArcView 3.x for Windows/Windows NT Single Use License Qty. 1-5(each) $956 ArcView 3.x for Windows/Windows NT Single Use License Qty.6-25(each) $861 ArcView 3.x for Windows/Windows NT Single Use License Qty.26+(each) $765 Primary Maintenance for ArcView 3.3 Single Use License(Core Only) $400 Secondary Maintenance for ArcView 3.3 Single Use License(Core Only) $300 Primary Maintenance for ArcView 3.3 Single Use License(Core Plus Extensions) $1,000 Secondary Maintenance for ArcView 3.3 Single Usc License(Core Plus Extensions) $900 ArcView Network Analyst Extension for Windows/Windows NT License Qty. 1-5(each) $1,346 ArcView Network Analyst Extension for Windows/Windows NT License Qty.6-25(each) $1,271 ArcView Network Analyst Extension for Windows/Windows NT License Qty.26+(each) $1,121 ArcView Tracking Analyst Extension for Windows/Windows NT License Qty. l-5(each) $1,346 ArcView Tracking Analyst Extension for Windows.RVindows NT License Qty.6-25(each) $1,271 ArcView Tracking Analyst Extension for Windows/Windows NT License Qty.26+(each) $1,121 ArcView Spatial Analyst Extension for Windows/Windows NT Single Use License Qty. 1-5 $2,246 (each) ArcView Spatial Analyst Extension for Windows/Windows Ni'Single Use License Qty.6-25 $2,121 (each) ArcView Spatial Analyst Extension for Windows/Windows NT Single Use License Qty.26+ $1,871 (each) ArcView 3D Analyst Extension for Windows/Windows NT Single Use License Qty. 1-5 $2,246 (each) Page 6 of 15 E405 10/04B 0 0 • SCrtion Doc rip tiou • Price 2 ArcView 3D Analyst Extension for W indowsIW indows NT Single Use License.Qty-5-25 $2,12L (each) ArcYiew 3D Analyst Extension for WindowsIWindows NT Single Use License Qty. 26+ $1,871 (Each) AreView StreetMap Arc View StreetMap 1.x for WindowilWindws NT Lire{(IS-data) $495 3 MapObjects 14 pO1 jects--Wi!Idows Edition MapObjects--Windows Edition Stand-Alone Developers Kit(includes MapObjects--Windows $4,040 Edition and 50 Stand-Alone Deployments) MapObjects—Windows Edition Internet(Developer Kit(includes MapObjects Windows $11,600 Edition Developer Licenses,2 ArcI1MSS Developer Licenses,and one •.rcI • S Server Deployment ent License for up to 2.CPU's) Additional MapObjccts--Window Edition Developer License SKID Ai-wool Renewal ofMapObjeels Internet Deployment License(for]icenscs obtained under $1,000 discontinued program) MapObjects--Wiardows Limited Deployment Site License fit $16,004 Maintenance for MapObjects—Windows Edition Stared-Alone Developer's Kit 51,000 Maintenance for tylapOhj ects--Windows Edition Internet Developer lit $2,400 Maintenance for Additional MapObj dows Edition Developer License 00 Maintenance for MapObjects--Windows Limited Deployment Site License Kit $3,000 • 25-Pak Additional MapObjects--Wirdow Edition Stand-Abe Deployments • ,52,000 • • nap Objects LT MapObjects LT'License $1,000 MapO1jeets—Windows Edition StreetMap Extension MapObjects--Windows Edition StreetMap Developers Kit(1 Development License and $595 50 Stand-Alone Dep]oynieirt Licenses) Additional Iv1apObjeces--Windows Edition StreetiMap Stand-Atone Deployment Licenses S50 25 Pak Additional MapObjects--Window's Edition StreetMap Development License $495 t"IapObjeets—Iava Edition . MapObjects--Java Ed ici on Stand-Alone Developer Kir(includes t tapO bj eces--Java Edition $4,004 • Dcveleper License and 50 Sand-Alone Deployment Licenses) MapObjects--Java Edition Internet Developer Kit(Includes 2.MapObjects Java Edition • $5,000 Developer License and Deployment License for One Server with up to two CPU's) - MapObjects--Java Edition I nrrnet Development and Testing License $3,000 Additional MapObjects--Java]Ldition Developer License 5800 • Additional MapObjcces--Java 1`sdkio ' Server Deployment License for One.Server with up to $4,000 Two CPU's Additional lw pObjeets--Java Edition CPU Deployment License $3:000 Maintenance for MapObjects--Java Edition Stand-Alone Developer Kit $1,000 Maintenance for MapObjcets--Java Edition Internet Developer Kit 31,800 Nlaintemairce for Additional MapObjects--Java Edition Developer License $200 Maintenance for Additional MapObjects-Java Edition Server Deployment License for One $1,000 Server with up to TWO CPU's Maintenance for Additional MapObjects-Java Edition CPU Deployment License $750 25-Pak Additional MapDbjcci—Java Edition Stand-Alone Deployments ,$2,000 Page 7 of 15 1=;405 10J04B • • Section Description Price 4 ArcCIS Engine AreGIS Engine Developer Kit License $5,000 Primary Maintenance for ArcGIS Engine Developer Kit License $3,000 Additional ArcGIS Engine Developer Kit License $3,000 Primary Maintenance for Additional AreGIS Engine Developer Kit License $3,000 Secondary Maintenance for Additional AreGIS Engine Developer Kit License $1,500 AreGIS Engine Runtime Standard AreGIS Engine Runtime License $500 AreGIS Engine Runtime 3D Extension License 51,500 AreGIS Engine Runtime Spatial Extension License 51,500 ArcGIS Engine Runtime Enterprise Geodatabasc(GDB)Update Extension License $1,500 ArcGIS Engine Runtime StreetMap Extension License $500 Standard ArcGIS Engine Runtime License(50 pack) $22,500 ArcGIS Engine Runtime Extensions License(3D,Spatial,or Enterprise Geodatabase Update) $13,500 10 pack ArcGIS Engine Runtime StrectMap Extension License(10 pack) $4,500 Maintenance for Standard ArcGIS Engine Runtime License Without Extensions $150 Maintenance for Standard ArcGIS Engine Runtime License With Extensions $500 5 AreGIS Server(Production Server) AreGIS Server License(up to 2 CPUs)includes 2 Developer Licenses $30,000 Additional CPU's on a Licensed AreGIS Server $15,000 Additional AreGIS Server Single Use Developer License $3,000 AreGIS Server License Spatial Extension(up to 2 CPUs) $10,000 Additional CPU's on a Licensed AreGIS Server Spatial Extension $5,000 AreGIS Server License 3D Extension(up to 2 CPU's) - .$10,000 Additional CPU's on a Licensed ArcGIS Server 3D Extension $5,000 ArcGIS Server License StrectMap Extension(up to 2 CPU's) $5,000 Additional CPU's on a Licensed ArcGIS Server StrcctMap Extension $2,500 Maintenance for ArcGIS Server License $7,500 Maintenance for Additional CPU on a Licensed AreGIS Server $3,750 Primary Maintenance for Additional Single Use AreGIS Server Developer License S750 Secondary Maintenance for Additional Single Use ArcGIS Server Developer License S375 Maintenance for AreGIS Server License Spatial Extension • $2,500 Maintenance for Additional CPU on a Licensed AreGIS Server Spatial Extension S1,250 Maintenance for AreGIS Server License 3D Extension $2,500 Maintenance for Additional CPU on a Licensed AreGIS Server 3D Extension $1,250 Maintenance for AreGIS Server License StreetMap Extension $1,250 Maintenance for Additional CPU on a Licensed AreGIS Server StrectMap Extension $625 AreGIS Server(Development and Testing) AreGIS Server Development and Testing License(up to 2 CPU's) $15,000 Additional CPU on licensed ArcGIS Server Development and Testing $7,500 AreGIS Server Development and Testing License Spatial Extension(up to 2 CPU's) . $5,000 Additional CPU on Licensed ArcGIS Server Development and Testing Spatial Extension $2,500 AreGIS Server Development and Testing License 3D Extension(up to 2 CPU's) $5,000 Additional CPU on Licensed AreGIS Server Development and Testing 3D Extension $2,500 ArcGIS Server Development and Testing License StreetMap Extension(up to 2 CPU's) $2,500 Additional CPU on Licensed ArcGIS Server Development and Testing StreetMap Extension $1,250 Page 8 of 15 E405 10/04B 0 Section Description Price 5 Maintenance for ArcCIS Server Development and Testing License $3,750 Maintenance for Additional CPU on Licensed ArcG1S Server Development and Testing $1,875 Maintenance for ArcGIS Server Development and Testing License Spatial Extension $1,250 Maintenance for Additional CPU on Licensed ArcOlS Server Development and Testing $625 Spatial Extension Maintenance for ArcGIS Server Development and Testing License 3D Extension $1,250 Maintenance for Additional CPU on Licensed ArcGIS Server Development and Testing 3D $625 Extension Maintenance for AreGIS Server Development and Testing License StreetMap Extension $625 Maintenance for Additional CPU on Licensed A.rcOlS Server Development and Testing $312 StreetMap Extension 6 ArcSDE ArcSDE Installation Pack $400 ArcSDE Server and two Processors(incl. License for 1 Server and 2 Processors,5 Read and $10,000 Write Connection Licenses) ArcSDE License for One Additional Processor S5,000 ArcSDE Read and Write Server Connection License $1,000 ° ArcSDE Read-Only Server Connection License $500 Maintenance for ArcSDE or SDE Server License with Two CPUs $3,000 Maintenance for ArcSDE or SDE Additional Processor License $1,000 Maintenance for ArcSDE/SDE Read and Write Server Connection License $150 Maintenance for ArcSDE/SDE Read-Only Server Connection License $150 Maintenance for ArcSDE Single Use License Per Notebook Computer S200 7 . ArcIMS ArcIMS Server/CPU License Internet Deployment License for One Server and Two CPU's and $10,000 ArcIMS Software ArcIMS Additional CPU License $5,000 • ArcIMS Single Use Development License(each) $1,000 • ArcIMS Server/CPU Annual Maintenance $2,000 ArcIMS Additional CPU Annual Maintenance $1,000 ArelMS Single Use Development License Annual Maintenance Fcc $200 ArelMS Small Local Covernment Server/CPU License for One Server and Up to 2 CPU's $5,000 Maintenance for ArcIMS Small Local Government Server/CPU License $1,500 Upgrade of Small Local Government License to ArcIMS Regular Edition License $5,000 ArchMS Route Server Are1MS Route Server License for One Server and 2 CPU's $3,000 Animal Maintenance for ArclM$Route Server License for One Server and 2 CPU's $600 ArelMS Route Server Additional CPU License $1,500 Annual Maintenance for ArcIMS Route Server Additional CPU License $300 ArcIMS Route Server Data Options Data Pack--Tele Atlas MultiNet USA License for One Server and 2 CPU's $15,000 Annual Update Fee Data Pack--Tele Atlas MultiNet USA License for one Server and 2 CPU's S7,500 Data Pack—`I'ele Atlas MultiNet USA Additional CPU License $5,000 Annual Update Fee--Data Pack-Tele Atlas MultiNet■ USA Additional CPU License $2,500 Data Pack--GDT USA Data Pack License for up to 5,000,000 Transactions $10,000 Data Pack--CDT USA Data Pack License for up to 20,000,000 Transactions $25,000 Data Pack--GOT USA Data Pack License for up to 60,000,000 Transactions $75,000 Page 9 of 15 E405 10/048 • Section Description Price 7 ArcIMS Data Delivery Extension ArcIMS Data Delivery Extension License for One Server and 2 CPU's $5,000 Annual Maintenance for AreIMS Data Delivery Extension License for One Server and $1,000 2 CPU's Additional CPU License for ArcIMS Data Delivery Extension S2,500 Annual Maintenance for Additional CPU License for AreIMS Data Delivery Extension $600 8 Business Applications Software ArcView Business Analyst ArcView Business Analyst Software and Data License and One-Year Maintenance(per $15,996 license)ESRI BIS ArcView Business Analyst Software and Data License and One-Year Maintenance(per $15,996 license)AGS Annual Maintenance(per license)ArcView Business Analyst ESRI BIS $15,996 Annual Maintenance(per license)ArcView Business Analyst AGS 515,996 Are View Business Analyst Extension Software and Data License and One-Year Maintenance 514,796 (per license)ESRI BIS ArcView Business Analyst Extension Software and Data License and One-Year Maintenance $14,796 (per license)AGS Annual Maintenance ArcView Business Analyst Extension(per license)ESRI BIS $14,796 Annual Maintenance ArcView Business Analyst Extension(per license)AGS $14,796 Optional AGS Data Pack(only for ArcView Business Analyst Customers Who have Already $2,500 Purchased ArcView Business Analyst with the ESRI BIS Data Set) Optional ESRI BIS Data Pack(only for ArcView Business Analyst Customers Who have •S2,500 Already Purchased ArcView Business Analyst with the AGS Data Set) Annual Maintenance for Optional ESRI BIS Data Pack(per license) $2,500 'Annual Maintenance for Optional AGS Data Pack(per license) $2,500 AreMS Business Analyst AreGIS Business Analyst--Professional Edition Software and Data License and One-Year $15,996 Maintenance(per license)ESRI BIS - ArcGIS Business Analyst—Professional Edition Software and Data License and One-Year $15,996 Maintenance(per license)AGS Annual Maintenance for ArcGIS Business Analyst--Professional Edition(per license)ESRI $15,996 BIS - Annual Maintenance for ArcGIS Business Analyst--Professional Edition(per license)AGS $15,996 ArcGISS Business Analyst Extension-Professional Edition Software and Data License and $14,796 One-Year Maintenance(per license)ESRI BIS ArcGIS Business Analyst Extension-Professional Edition Software and Data License and $14,796 One-Year Maintenance(per license)AGS Annual Maintenance for ArcGIS Business Analyst Extension-Professional Edition Software $14,796 and Data License ESRI BIS Annual Maintenance for ArcGIS Business Analyst Extension-Professional Edition Software $14,796 and Data License AGS ArcGIS Business Analyst Extension-Developer Edition(no data) $2,500 Annual Maintenance(per license)for ArcGIS Business Analyst Extension-Developer Edition $2,500 (no data) ArcGTS Business Analyst Optional AGS Data Pack(only for the ArcGIS Business Analyst S2,500 customer that has already purchased AreGIS Business Analyst with the ESRI BIS data set) Annual Maintenance for ArcGIS Business Analyst Optional AGS Data Pack $2,500 Upgrade ArcGIS Business Analyst Single Use to Concurrent Use(Offered Only If On $1,200 Maintenance) Page 10 of 15 E405 10/04B Q a Section Description Price 9 ArcLogistics Route ArcLogistics Route for Windows/Windows NT Single Use License(U.S.data) $9,600 ArcLogistics Route Annual Maintenance(U.S.data) $2,000 ArcLogistics Route Additional Service Area(U.S.data) $2,000 ArcLogistics Route Additional Service Area(U.S.data)Annual Maintenance $1,000 ArcLogistics Route No Data License $8,000 ArcLogistics Route No Data License Annual Maintenance $1,000 ArcLogistics Route for Citrix License(U.S.data)5-Pak $24,000 ArcLogistics Route for Citrix License(U.S.data)5-Pak Annual Maintenance , $6,000 ArcLogistics Route for Citrix License(U.S.data)25-Pak S80,000 •ArcLogistics Route for Citrix License(U.S.data)25-Pak Annual Maintenance S20,000 ArcLogistics Route No Data License for Citrix 5-Pak $20,000 ArcLogistics Route No Data License for Citrix 5-Pak Annual Maintenance $5,000 ArcLogistics Route No Data License for Citrix 25-Pak S60,000 ArcLogistics Route No Data License for Citrix 25-Pak Annual Maintenance S15,000 ArcLogistics Route for Windows/Windows NT Single Use License(U.S.data)for Local $6,000 Government ArcLogistics Route Annual Maintenance(U.S.data)for Local Government $1,600 ArcLogistics Route No Data License for Local Government $5,000 ArcLogistics Route No Data License for Local Government Annual Maintenance $1,000 ArcLogistics Route for Cifrix License(U.S.data)3-Pak for Local Government $18,000 • ArcLogistics Route for Citrix License(U.S.data)3-Pak for Local Government Annual $3,600 Maintenance • ArcLogistics Route for Citrix License(U.S.data)5-Pak for Local Government $24,000 ArcLogistics Route for Citrix License(U.S.data)5-Pak for Local Government Maintenance $6,000 ArcLogistics Route for Citrix License(U.S.data)25-Pak for Local Government $80,000 • ArcLogistics Route for Citrix Licenses(U.S.data)25-Pak for Local Government Annual $20,000 Maintenance ArcLogistics Route No Data License for Citrix 3-Pak for Local Government $15,000 ArcLogistics Route No Data License for Citrix 3-Pak for Local Government Annual $3,000 Maintenance ArcLogistics Route No Data License for Citrix 5-Pak for Local Government $20,000 ArcLogistics Route No Data License for Citrix 5-Pak for Local Government Annual $5,000 Maintenance _ ArcLogistics Route No Data License for Citrix 25-Pak for Local Government $60,000 ArcLogistics Route No Data License for Citrix 25-Pak for Local Government Annual S 15,000 Maintenance BusinessMAP 3.5 E3usinessMAP 3.5 $349 RouteMAP IMS RouteMAP IMS Server/CPU License $3,000 RouteMAP 1MS Additional CPU License $500 RouteMAP 1MS Maintenance Server/CPU License $1,000 RouteMAP IMS Maintenance for Additional CPU License $500 RouteMAP IMS Data Pack USA Server/CPU License $3,000 RouteMAP 1MS Data Pack USA Additional CPU License $500 RouteMAP IMS Data Pack USA Maintenance Server/CPU License $1,000 RouteMAP IMS Data Pack USA Maintenance for Additional CPU License $500 Page 11 of 15 E405 10/04B Section Description Price 9 RouteMAP IMS Data Pack North American Server/CPU License $9,500 RoutcMAP IMS Data Pack North American Additional CPU License $500 RouteMAP IMS Data Pack North American Maintenance for Server/CPU License $3,000 RouteMAP IMS Data Pack North American Maintenance for Additional CPU License $500 10 Other Software NetEngine NetEngine Standard Developer Kit(incl. 1 Developer License and 10 Deployment Licenses) $10,000 NetEngine Internet Developer Kit(incl.2 Developer Licenses and One Deployment License $6,000 for One Server with Up to Two CPUs) Additional NetEngine Server/CPU Deployment License(Up to 2 CPUs) $4,800 Additional NetEngine CPU Deployment License $4,000 Additional NetEngine Developer License $2,000 Annual Maintenance for NetEngine Standard Developer Kit $2,000 Annual Maintenance for NetEngine Internet Developer Kit S2,000 Annual Maintenance for NetEngine Additional Server/CPU Deployment License S1,200 Annual Maintenance for Additional NetEngine CPU Deployment License - $1,000 Annual Maintenance for Additional NetEngine Developer License(each) $500 NetEngine Annual Renewal for Network Server Deployment License(Old Program) $1,000 Maplex Maplex First Single Use License • $15,000 Maplex Second Single Use License $14,000 • Maplex Third Single Use License $11,500 Maplex Single Use License Annual Primary Maintenance $3,750 Maplex Single Use License Annual Secondary Maintenance $1,500 Production Line Tool Set Production.Line Tool Set Mapping Agency Solution $10,000 Annual Maintenance for Production Line Tool Set Mapping Agency Solution $2,500 Production Line Tool Set Nautical Solution 0 $10,000 Annual Maintenance for Production Line Tool Set Nautical Solution $2,500 . Production Line Tool Set Defense Solution $10,000 Annual Maintenance for Production Line Tool Set Defense Solution $2,500 Production Line Tool Set Aeronautical Solution $10,000 Annual Maintenance for Production Line Tool Set Aeronautical Solution $2,500 Production Tool Set Foundation $5,000 Annual Maintenance for Production Tool Set Foundation $1,250 CIS Data ReViewer Production Line Tool Set Solutions GIS Data ReViewer $2,500 Annual Maintenance for Production Line Tool Set Solution GIS Data ReViewer $625 Map Production System(MPS)to Produce Topographic Line Maps(TLMs) $2,500 Annual Maintenance for Map Production System(MPS) $625 Job Tracking Extension(IPX) • Job Tracking Extension(JTX)Concurrent Use License $2,500 Primary Maintenance Job Tracking Extension(JTX)Concurrent Use License $500 Secondary Maintenance Job Tracking Extension(JTX)Concurrent Use License $200 A rcPad ArcPad Single Use License S396 ArcPad Single Use License Technical Support S295 Page 12 of 15 E405 10/04B O 0 • Section Description Price 10 ArcPad Pay-As-You-Go Support(per incident) $50 ArcPad Application Builder Single Usc License $i:200 ArcPad Application Builder Primary Maintenance S500 ArcPad Application Builder Secondary Maintenance S300 ArcPad 5.x to ArcPad 6 Upgrade S150 ArcPad Streeuv[ap with GDT Dynamap Transportation Data $119 Ongoing Technical Support for ArcPad StreetMap with GDT Dynamap Transportation Data $99 Desktop Mapping Software PC ARC/L\FO PC ARC/INFO Single Use License $2,396 PC ARC/INFO 4.0 Upgrade per License $295 PC ARC/INFO Desktop Maintenance(Twelve Months of Technical Support for One $845 Authorized Contact) 11 Reserved 12 ESRI HIS Communitylnfo National Datasets Communitylnfo Economic Development License National Dataset $4,400 Communitylnfo Homeland Security License National Dataset $4,400 Communitylnfo Healthcare License National Dataset $8,000 Communitylnfo Financial Services License National Dataset $8,000 Communitylnfo Insurance License National Dataset $8,000 Communitylnfo Retail License National Dataset $8,000 Communitylnfo Restaurant License National Dataset $8,000 Communitylnfo Census License National Dataset $1,000 Single State Datasets Communitylnfo Economic Development License Single State Dataset $2,900 Communitylnfo Homeland Security License Single State Dataset $2,900 Communitylnfo Healthcare License Single State Dataset $5,300 Communitylnfo Financial Services License Single State Dataset $5,300 Communitylnfo Insurance License Single State Dataset $5,300 Communitylnfo Retail License Single State Dataset • S5,300 Communitylnfo Restaurant License Single State Dataset S5,300 Communitylnfo Census License Single State Dataset $600 Single MSA Datasets Communitylnfo Economic Development License Single MSA Dataset . $1,400 Communitylnfo Homeland Security License Single MSA Dataset $1,400 Communitylnfo Healthcare License Single MSA Dataset $2,800 Communitylnfo Financial Services License Single MSA Dataset $2,800 Communitylnfo Insurance License Single MSA Dataset $2,800 Communitylnfo Retail License Single MSA Dataset $2,800 Communitylnfo Restaurant License Single MSA Dataset $2,800 Communitylnfo Census License Single MSA Dataset S360 Single County Datasets Communitylnfo Economic Development License Single County Dataset $1,100 Communitylnfo Homeland Security License Single County Dataset $1,100 Community[nfo Healthcare License Single County Dataset $2,000 Communitylnfo Financial Services License Single County Dataset $2,000 Page 13 of 15 E405 10/04B Section Description Price 12 Communitylnfo Insurance License Single County Dataset $2,000 Communitylnfo Retail License Single County Dataset S2,000 Communitylnfo Restaurant License Single County Dataset $2,000 Communitylnfo Census License Single County Dataset 5125 13 Software Media Kits and Hardware Keys Additional Install Kit for ArcGIS(Parallel) $400 Additional Install Kit for ArcGIS(USf3) $400 Arclnfo NT Hardware Key Slimline $50 • NT US$Hardware Key $50 14 Developer Support Program A.rc1MS Developers Priority Support $1,495 ArcIMS Developers Pay-As-You-Go Support(per incident) S150 MapObjects LT Developers Priority Support $395 MapObjects LT Pay-As-You-Go Support(per incident) $60 Arclnfo Workstation Developers Priority Support S2,000 Arclnfo Workstation Developers Pay-As-You-Go Support(per incident) $175 ArcCi1S Desktop Developers Priority Support $2,000 . ArcGIS Desktop Developers Pay-As-You-Go Support S175 Cross Product Plan Developers Priority Support $2,000 Annual Premium Support Services $75,000 Premium Support Services at an Hourly Rate--Minimum 36 Hours $7,500 Installation Services Single Workstation Installation of Arclnfo and Extensions in USA $2,500 Multiple(up to 5)Workstation Installations of Arclnfo and Extensions at One Site in the USA $3,500 ArcIS Implementation--Service for the ArcIMS Standard Edition Server/CPU License. $3,500 Consists of up to 20 hours of travel and on-site support,over 2 days. Training ESRI Site Training per Student,per Day at ESRI Learning Centers(USA) $425 Client Site Training per Class,per Day(12 Students)at Client Locations(USA) $3,325 • 15 Virtual Campus Individual Courses ESRI Virtual Campus Training Course Pricing(1 paid modules)per scat $25 ESRI Virtual Campus Training Course Pricing(2 paid modules)per seat $50 ESRI Virtual Campus Training Course Pricing(3 paid modules)per seat $75 ESRI Virtual Campus Training Course Pricing(4 paid modules)per seat $100 ESRI Virtual Campus Training Course Pricing(5 paid modules)per seat $125 ESRI Virtual Campus Training Course Pricing(6 paid modules)per seat $150 ESRI Virtual Campus Training Course Pricing(7 paid modules)per seat $175 ESRI Virtual Campus Training Course Pricing(8 paid modules)per seat $200 ESRI Virtual Campus Training Course Pricing(9 paid modules)per seat $225 ESRI Virtual Campus Subscription Pricing Education Subscriptions(for all Virtual Campus courses) Annual Premium Subscription($2,500 Virtual Campus Dollar Value) $2,250 Annual Premium Subscription($5,000 Virtual Campus Dollar Value) $4,250 Annual Premium Subscription($10,000 Virtual Campus Dollar Value) $7,000 Annual Premium Subscription($50,000 Virtual Campus Dollar Value) $30,000 Annual Premium Subscription($100,000 Virtual Campus Dollar Value) $50,000 Page 14 of 15 E405 10/0413 • O O • Section Description Price 15 Annual Standard Subscription($2,500 Virtual Campus Dollar Value) S2,125 Annual Standard Subscription($5,000 Virtual Campus Dollar Value) $4,000 Annual Standard Subscription($10,000 Virtual Campus Dollar Value) $6,000 Annual Standard Subscription($50,000 Virtual Campus Dollar Value) $25,000 Annual Standard Subscription($100,000 Virtual Campus Dollar Value) $40,000 ESRI Virtual Campus Web Workshop ESRI Virtual Campus Web Workshop(per seat) $30 • Page 15 of 15 E405 10104E - 1/4 ESRI ES RI,380 New York St.,Redlands,CA 02373-8100 USA•TEL S09-793-2853•FAX 909-793-5953 ESRI CLIENT SITE TRAINING TERMS AND CONDITIONS Whereas,the CLIENT wishes to arrange for training of its employees,the following terms shall be followed as applicable. I—SCOPE ESRI agrees to conduct training courses pursuant to the terms contained herein. Course Description: The ESRI Software training course(s)to be conducted,the location,the dates during which the courses are to be conducted,the number of participants,and the prices to be paid to ESRI are as set forth in the ESRI Course Catalog or at ESRI's training Web sire,which is incorporated by this reference. All courses shall be conducted in substaririal conformity with the most current ESRI training course brochure(s). ESRI reserves the right to modify course content when necessary due to Software technical abilities or limitations. ESRI's Responsibility: ESRI shall provide an instructor qualified to conduct the course(s),as well as all necessary training materials sufficient for the number of registered participants. E.SRI's scheduling coordinator,through whom all course(s),dates,and locations shall be confirmed,can be contacted at 909- 793-2853,extension 1523. CLIENT'S Responsibility: Where courses are to be conducted at CLIENTs facilities,CLIENT shall provide physical training facilities that meet the following minimum requirements: • CLIENT shall,where possible,provide a one(1)-room facility,sufficient for a training course for up to twelve(12) persons(or such other number as may be agreed to by ESRI's scheduling coordinator). The facility shall have appropriate climate control,lighting,and sufficient power and number of outlets to accommodate the required number of computers and other equipment to be used. • CLIENT shall supply all computer hardware for the training course. Computers must be platforms fully supported by ESRI. All computer hardware shall be configured with an appropriate release of an operating system to run the current release version of the required Software. There shall be a minimum of one(1)color monitor for every participant. Other peripheral devices including,but not limited to,digitizers and plotters/printers,as required by the training course being conducted,shall be Class 1 supported. • CLIENT shall be responsible for providing one(1)high-resolution PC projector and screen as well as one(1)large writing board. • CLIENT shall limit the number of course participants to twelve(12)students per course. Additional students,up to a maximum of fifteen(15),may be added to some classes for an additional fee. • CLIENT agrees that all participants shall be regular employees of CLIENT who meet the prerequisites set forth in the ESRI training brochure(s). • CLIENT shall issue a purchase order and pay invoices pursuant to the terms set forth in Section III below. • CLIENT shall complete and submit an ESRI Client Site Request form not less than four(4)weeks prior to the start of any course. Final schedule is subject to mutual agreement. 11—SOFTWARE LICENSES The terms of the ESRI license agreement shall be applicable to all CLIENT course participants and for all Software and documentation licensed for use in any training course to be conducted. For on-site training,temporary Software licenses may be issued by ESRI where there is an insufficient number of Software licenses available at the training Facility. CLIENT shall deinstall the temporary Software licenses at the conclusion of the training course. If1—PERFORMANCE AND PAYMEisNT - Upon completion of each training course,ESRI shall invoice CLIENT and CLIENT shall pay said invoice within thirty(30)days of receipt thereof. Page 1 of 2 E207 11/04 0 IV—EXPORT CONTROL REGULATIONS ESRI's technology is subject to U.S.export control laws and regulations—ESRI's Software,data,documentation,and any underlying information or technology may not be exported,reexported,or provided in whole or in part to(i)any country to which the United States has embargoed goods;(ii)any person on the U.S.Treasury Department's list of Specially Designated Nationals;(iii)any person or entity on the U.S.Commerce Department's Table of Denial Orders;or(iv)any person or entity where such export,reexport,or provision violates any U.S.export control law or regulation. • • Page 2 of 2 E207 11/04 °:It% CUSTOM SOFTWARE,TEC "ICAL DATA,AND . C '�� ® , ASSISTANCE)t;1Ck NSE A.DDE\7DUi11 `1111 (E600 5/04) ESRJ.380 New York SL,Redlands.CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953 • ARTICLE 1—DEFINITIONS All words,phrases,or terms defined in other parts of this Agreement shall have the same meaning in this Addendum. The following additional words,phrases,or terms shall have the following meaning: i. 'Task Order"means a task order issued under this Addendum. (A sample task order form is attached as Attachment A.) ii. "Custom Software"means all or any portion of the computer software code,components,dynamic link. libraries(DLLs),and programs delivered on any media provided in source,object,or executable code format(s),inclusive of backups,updates,or merged copies permitted hereunder or subsequently supplied under any Task Order,exclusive of Software. iii. "Technical Data"means,without limitation, all technical materials including formula,compilations, programs,methods,techniques,kmow-how, technical assistance,processes,designs,schematics,user documentation,training documentation,specifications, drawings, flowcharts,briefings,test or quality control procedures,or other similar information supplied or disclosed by ESRI under any Task Order. iv. "Map Data"means any digital data set(s)including geographic,vector data coordinates,raster,or associated tabular attributes supplied or used in performance of any Task Order. 'v. "Deliverables"means Custom Software,Technical Data,or Map Data specified for delivery or use by Licensee under a Task Order. vi. "Supported Software"means the Software identified pursuant to Article 2. ARTICLE 2—TASK ORDERS AND PROJECT SCHEDULE ESRI shall provide Deliverables as specified in Task Orders for support of the Software identified therein ("Supported Software"). Unless otherwise provided by ESRI in writing,ESRI's Senior Contract Administrator, ,is authorized to agree to Task Orders. Licensee shall provide advanced written notification of the name and title of the representative authorized to sign Task Orders and bind Licensee. Each party may enter into Task Orders at its sole discretion and shall not have any obligation under a Task Order until it is signed by both parties. Each party shall identify in writing the project manager who is responsible for the Deliverables specified in Task Orders. By written notice,either party may replace the project manager at any time with a similarly qualified person. ESRI shall complete each Task Order in accordance with the schedule specified in that Task Order. ARTICLE 3—LICENSE GRANT Subject to the terms and conditions set forth in this Agreement and effective upon their delivery,ESRI hereby grants to Licensee a nonexclusive,worldwide license in the Deliverables to use, modify,and reproduce the Deliverables in connection with Licensee's authorized use of Supported Software. The grant in the immediately preceding sentence does not apply to Map Data,which Licensee must separately and directly license from the vendor. Page 1 of 9 ESRI Agreement No.2004ESL6082 €600 5/04 0 0 • ARTICLE 4—PATENTS AND INVENTIONS During performance of Task Orders,the parties anticipate that inventions,innovations, and improvements ("Inventions")relating to the subject matter of such Task Orders may be conceived solely or jointly by principals, employees,consultants,or independent contractors(hereinafter called "Inventors") of the parties hereto. The parties agree that,as of the effective date of this Agreement,ESRI or its licensors own all intellectual property rights in the Software. During the term of this Agreement,Licensee shall promptly notify ESRI if Licensee becomes aware of any'mown or suspected infringement or violation of these rights. Each party shall retain title to any Inventions made or conceived solely by its Inventors during the term of this Addendum,including,but not limited to,such Inventions as ESRI's Inventors solely conceive while providing technical assistance pursuant to this Addendum. The parties shall jointly own any Invention made jointly by Inventors from both parties. With respect to such Inventions of Licensee relating to the Software,Licensee hereby grants and agrees to grant to ESRI an irrevocable,royalty-free,nonexclusive,worldwide right and license,with right to sublicense,use,make,sell, offer to sell,or import such Inventions for any purpose, whether or not patented in the country of such past or intended use. Licensee agrees to disclose promptly to ESRI(i)each Invention relating to the Software and made or conceived by Licensee's Inventors during the term of this Addendum and(ii)of any decision to file a patent application with • respect to such Invention and the country or countries in which such application will be filed. Where only one party has title to an Invention,that party,at its sole discretion,shall have the right,but not the obligation,at its expense to: (i)decide on whether or not to seek or maintain,or to continue to seek or maintain, patent protection in any country on such Invention; (ii)decide•the extent and scope of such protection; and (iii)protect and enforce in any country any patents issued on such Invention. Except as provided in the next paragraph, where an Invention is jointly owned,each party shall share equally the costs of acquiring protection for the Invention and furnish the other joint owner with assistance reasonably required for acquiring protection. The acquisition or maintenance of protection shall not be abandoned by a joint owner(the"Assigning Owner") without giving the other joint owner(the "Beneficial Owner")an opportunity to intervene and acquire or maintain protection at the Beneficial Owner's expense. The Assigning Owner electing not to acquire or maintain protection on any Inventions in any country or countries shall assign such of its rights in such Inventions to the Beneficial Owner as is necessary to enable the Beneficial Owner to protect such Inventions in such country or countries at its expense and for its exclusive benefit. In such event, the Assigning Owner shall make available to the Beneficial Owner the Assigning Owner's Inventors and shall otherwise cooperate with the Beneficial Owner in order to assist the Beneficial Owner in protecting such Inventions. The Beneficial Owner shall reimburse the Assigning Owner for all reasonable out-of-pocket expenses incurred in rendering such assistance. If any such Inventions are so protected by the Beneficial Owner,then the Assigning Owner shall have a license with respect to the subject matter of such protected Inventions in such country or countries. All Inventions made by Inventors during performance of tasks and activities defined by Task Orders during the term of this Addendum will be presumed, absent clear and convincing evidence to the contrary, to have resulted from the Inventors'activities under the Task Orders. Neither party may license,transfer, sell, or otherwise alienate or encumber its interest in jointly owned Inventions • • without the written consent of the other•party, which shall not be unreasonably withheld. However, either party may transfer such Inventions to iG Affiliates for their internal use only. "Affiliate"shall mean the parent or subsidiary companies of a party or subsidiary companies to a party's parent provided there is more than fifty percent(50%) ownership of the subsidiary by the parent or party. Page 2 of 9 ESRI Agreement No.2004ESL6082 E600 5/04, N ARTICLE S—OWNERSHIP,CONFIDENTIALITY,AND EXPORT CONTROLS Except as specifically granted in this Addendum, ESRi or its licensor's own and retain all right,title,and interest in the Deliverables. This Agreement does not transfer ownership rights of any description in the Deliverables to Licensee or any third party. Unless otherwise agreed in writing,the Deliverables are ESRI confidential and Licensee shall preserve and protect their confidentiality. Insofar as its rights may be legally restricted, Licensee agrees not to reverse engineer or decompile Deliverables delivered only in object code,executable code,or formats subject to similar or greater means of access control(collectively, "Secure Formats"). For Deliverables delivered in source code or other human-readable formats,Licensee shall have met its obligations under this Article if its disclosure of Deliverables is limited to Deliverables in Secure Formats,provided that the means for reverse engineering,decompiling,or disassembling such Deliverables is withheld from such disclosure,and the person or entity in receipt of such • Deliverables similarly agrees not to perform such acts or allow others to do so. Except as provided in the preceding paragraph, Licensee shall not disclose the Deliverables to employees or third parties without the advanced written consent of ESRI. However,Licensee may,without such consent,make such disclosures to employees as are reasonably required for the Licensee's authorized use of the Supported Software, provided that such disclosure is strictly limited to the portions of the Deliverables needed for that purpose. • The disclosures permitted under the preceding paragraph shall not relieve Licensee of its obligation to maintain the Deliverables in confidence and comply with all applicable laws and regulations of the United States,including, without limitation,its export control laws. Furthermore,before disclosing all or any portion of the Deliverables to employees or third parties as permitted in the preceding paragraph,Licensee shall inform such employees or third parties of the obligations in this Article and obtain their agreement to be bound by them. Licensee shall not have any obligation to protect any part of a Deliverable that it can prove: (i)was in Licensee's possession before receipt from ESRI;(ii)is or becomes a matter of public knowledge through no fault of Licensee; (iii)is rightfully disclosed by a third party without a duty of confidentiality;(iv)is disclosed by ESRI to a third party without a duty of confidentiality;(v)is independently developed by Licensee;or(vi) is required to be disclosed by operation of law. • ARTICLE 6—ACCEPTANCE A. For Time and Materials Task Orders Deliverables are provided strictly on a time and materials basis. Therefore,Licensee shall accept Deliverables as promptly as practicable after delivery,and Deliverables shall be deemed accepted thirty(30)days after delivery. • B. For Firm Fixed Price Task Orders Deliverables for fixed price Task Orders shall be categorized as follows: i. "DELIVERABLE ACCEPTED"means a Deliverable conforming to applicable Task Order(s) with no more than minor nonconformities. Licensee shall complete its acceptance review within ten(10)working days of receiving each Deliverable. ii. "DELIVERABLE ACCEPTED WITH REWORK"means a deliverable substantially conforming to applicable Task Order(s),but having a significant number of identified nonconformities and accepted subject to rework by ESRI. ESRI shall rework the Deliverable for the identified nonconformities and resubmit it within thirty(30) days. Licensee will rerun its acceptance review for the nonconformities detected in the initial review within ten(10)working days of such resubmission and will reclassify the deliverable as either DELIVERABLE ACCEPTED or DELIVERABLE REJECTED. iii. "DELIVERABLE REJECTED"means a Deliverable that fails to substantially conform to applicable Task Order(s). ESRI shall rework the Deliverable and resubmit it to Licensee within thirty(30) days,at which time Licensee shall have ten(10)working days to rerun its acceptance review and reclassify the deliverable as either DELIVERABLE ACCEPTED or DELIVERABLE REJECTED. Page 3 of 9 ESRI Agreement No. 2004ESL6082 E600 5/04 Licensee agrees it shall not use any Deliverable in its business operations before acceptance as described in Subsections B(i)or.B(ii). If ESRI does not receive within ten(l0)working days after delivery written notice that the Deliverable is "ACCEPTED WITH REWORK" or"REJECTED"in accordance with 3(ii)or B(iii),or if Licensee uses the Deliverable in its business operations,the Deliverable shall be deemed,as of the first to occur of either of these events,to have been accepted. ARTICLE 7—CHANGES TO SCOPE OF WORK Licensee may,at any time,request changes within the general scope of an open Task Order. If the parties agree to such changes and such changes cause an increase or decrease in the cost or time required to provide a Deliverable under any Task Order(regardless of whether the Deliverable itself is changed), an equitable adjustment in the price or schedule,or both,shall be made,and this Agreement shall be modified accordingly in writing and signed by both parties. ARTICLE 8—COMPENSATION;INVOICE'S • A. For Time and Materials Task Orders ESRI,shall prepare and submit to Licensee written monthly invoices showing the compensation due for work performed under Task Orders. The amount invoiced will be equal to the number of hours expended during the previous month multiplied by the rates for labor categories set forth in Attachment 13,plus other burdened direct costs. ESRI may,at its sole discretion,stop work in order to avoid exceeding the total value of applicable Task Orders. Any election to exceed such total value shall not affect the rights or obligations of the parties under this Agreement,including any right to compensation for such excess work and to stop work at anytime after such total value is exceeded. • B. For Firm Fixed Price Task Orders . ESRI shall prepare and submit monthly invoices based on the percent complete for each Deliverable as of the end of the preceding month. Upon acceptance of all Deliverables under a Task Order, the full amount of that Task Order is due. C. Payment Licensee shall pay each invoice no later than thirty(30)days after receipt thereof. ARTICLE 9—RLQU1RED CORRECTIONS AND LIMITED WARRANTY A. Correction of Deliverables and Warranty 1. For Time and Materials Task Orders: Not later than thirty(30) days after acceptance of a Deliverable,Licensee may require ESRI to correct or replace,at ESRPs option,Deliverables that at the time of delivery do not conform with the applicable written specifications included in, or delivered by ESRI pursuant to,the corresponding Task Order. Except as provided in the next paragraph of this Subsection A.1,the cost of replacement or.correction shall be determined under the Time and Materials section of the Compensation; Invoices article of this Addendum. Not later than two(2)years after acceptance of a Deliverable,Licensee may require ESRI to correct or replace, without cost to the Licensee,nonconforming Deliverables,if the nonconformances are due to(i) fraud, lack of good faith,or willful misconduct on the part of an employee at or above the ESRI Professional Services Department Manager level(collectively, "ESRI Manager")or(ii)the conduct of one or more of ESRrs employees selected or retained by ESRI after an ESRI Manager has reasonable grounds to believe that the employee is habitually careless or unqualified. ESRI shall have no obligation or liability under this Agreement to correct Deliverables that were nonconforming at the time of delivery, except as provided in this Subsection A.1. 2. For Firm Fixed Price Task Orders: ESRI warrants that for a period of thirty(30)days after acceptance of a Deliverable that the Deliverable will conform,in a manner consistent with professional and technical standards Page 4 of 9 ESRI Agreement No.2004ESL6082 E600 5/04 • in the software ioclusry, with the applicable written specifications that are included in, or delivered by ESRI pursuant to, the corresponding Task Order. B. DisIaimer I. THE REQUIRED COFwcrioNs AND WARRANTY SET FORTH IN SECTION "A"OF THIS ARTICLE ARE IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES,ALL OTHER OBI IGATIONS TO CORRECT OR REPLACE DELIVERABLES AND OTH-ER WARRANTIES,DURESS OR DrIPLJED, ORAL OR WRTITEN, INCLUDING,WITHOUT LEVITATION, (i)ANY WARRANTY Y THAT • DELIVERABLES ARE ERROR-FREE,WLLL OPERA.TE WITHOUT INTERRUPTION,OR ARE COMPATTEl!E WITH ALL EQUIPMENT—AND SOFTWARE CONFIGURATIONS; AND(ii)ANY AND ALL WARRANTIES OF NIERCHANTI'ABII iTY, FITNESS FOR A PARTICULAR PURPOSE, ONINTERFF.RENCE., SYSTEM I TEGRATION,AND NON[NFRINGEMENT. 2- IN ADDITION TO Ai ND wl-Fl•TOUT LIMITING THE PRECEDING PARAGRAPH,ESRI DOES NOT WARRANT TN ANY WAY TEE MAP DATA, WHETHER SUPPLIED BY LICENSEE OR ESR1, OP.THE VENDORS OF EITHER OF THEM. IF SUPTLTED BY ESRI OR ITS VENDORS,ESRI BELIEVES SUCH MAP DATA A IS RELIABLE,BUT LT MAY NOT BE FREE OF NONCONFORMfTT.FS,DEFECTS, ERRORS,OR OMISSIONS;BE AVAILABLE WITHOUT NTTFRI LTPTION; BE CORRECTED fly ERRORS ARE DISCOVERED; OR MEET LICENSEE'S NEEDS OR EXPECTATIONS- £.SIU IS NOT INVITING RILLANCL ON MAP DATA,AND LICENSEE SHOULD ALWAYS VERIFY ACTUAL DATA FROM DOCUMENTS OF RECORD,FIELD MEASUREM1 NT, OR OBSERVATION. ARTICLE 10—LIMITATION OF LIABILITY A. Disclaimer of Certain Types of Liability IN NO EVENT SHALL ESRI OR ITS LICENSOR(S) BE LIABLE TO LICENSEE FOR COSTS OF • .PROCUREMENT OF SUE STIT CJTII GOODS OR SERVICES; LOST PROFITS;LOST SALES OR BUSINESS • •EI ENDITCTRES; INVESTMENTS; OR COMMf TENTS I CONNECTION WITH ANY BUSTNESS, LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL,OR CONSEQUENTIAL DAMAGES ARISING OUT OP OR RELATED TO THIS AGREEMENT OR IJSE OF THE DELIVERABLES, HOWEVER CAUSED, ON ANY THEORY OF LIABTLITY,AND WHETHER OR NOT ESRI OR ITS LICENSOR(S)HAS BEEN ADVISED OF THE POSSIBILITY: OF SUCH DAMAGE- 'THESE LEA TA.TIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE. OF ESSENTIAL PURPOSE OF ANY REMEDY, • B, General Limitation of Liability TN.INO EVENT WILL ES RIPS TOTAL CCTMLILATIVE LI.A.B.TLITY ARISING OUT OP OR RELATED TO THIS AGREEMENT OR USE OF TAE DELIVERABLES, FROM ALL CAUSES OF ACTION Of ANY KIND, I N LUDING,BUT NOT LIMITED TO,CONTRACT, TORT (INCLUDING NEGLIGENCE), STRI T - LIABILITY, BREACH OF WARRANTY,MISREPRESENTATION,OR OTHERWISE,E CEED'1 E AMOUNTS PAID TO ESRI BY LICENSEE FOR THS DELIVERABLES FROM WHICH THE LLADILIT DIFCi"LY AROSE. C. Applicability of Disclaimers and Limitations Licensee agrees that the limitations of liability and disclaircis set forth in this Agreement will apply regardless of whether Licensee has accepted the Deliverables or any other product or service delivered by ESRI. The parties agree that ESRI has set its prices and enteral into this Agreement in reliance upon the disclaimers and limitations set forth herein, that the same ri fleet an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose or cause consequential loss), and that the same form an essential basis of the bargain between the parties. ARTICLE 11-F7CGII RISK ACTIVITIES - A. DELIVERABLES ARE NOT FAULT-TOLER,4NT AND _ARE NOT DESIGNED,MANUFACTURED,ACTURED, OR UNTENDED FOR USE OR RE-SALE FOR USE FOR INSURANCE UNTO ERWR ITLNG OR WITH CRITICAL HEALTH AIM SAFETY OR ONLTNE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS ONME TTS Page 5 of 9 ESRI Agreement No. 2004.ESL6082 E600 5104 O 0 THAT REQUIRE FAIL SAFE PERFORMANCE,SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES,AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS,AIR TRAFFIC CONTROL, EMERGENCY RESPONSE,TERRORISM PREVENTION OR RESPONSE, LIE SUPPORT,OR WEAPONS SYSTEMS("HIGH RISK ACTIVITIES"). ESRI SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. B. Licensee represents and warrants that it will not use,distribute,or resell Deliverables for high Risk Activities and that it will ensure that its customers and end users of the Deliverables are provided with the notice in Section A of this Article. C. In.the event of a breach by Licensee of the representation and warranty in Section B of this Article,Licensee agrees to indemnify 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 such breach. Delivery of Deliverables does not constitute a waiver of the rights and obligations set forth in this Article. ARTICLE 12—TERM AND TERMINATION A. Term Unless terminated earlier pursuant to Section B or C of this Article,the term of this Addendum shall expire upon the later to occur of(i)the delivery of the last scheduled Deliverable as specified in the Task Orders executed under this Addendum or(ii)the expiration of a two(2)-year period commencing on.the effective date of this Agreement. B. Termination for Convenience Licensee may terminate this Addendum or any Task Order at any time on thirty(30)days'written notice to ESRI and upon payment to ESRI of all amounts due to date pursuant to this Addendum,including reasonable termination expenses and the pro rata contract price for the Task Orders affected.. C. Termination for Cause Either party,as applicable,shall have the right,in addition and without prejudice to any other rights or remedies,to terminate this Addendum or any Task Order as follows: i. By ESRI,at its sole discretion and without opportunity to cure, if(a)Licensee fails to pay after ten(10) days'written notice the amounts due to ESRI pursuant to the "Compensation; Invoices"article of this Addendum,(b)ESRI has terminated all or any part of this Agreement under any other of its provisions,or (c)Licensee engages in unauthorized use,reproduction,or disclosure of Deliverables. ii. By either party for any material breach of this Addendum that is not cured within fifteen(15)days of receipt by the party in default of a notice specifying the breach and requiring its cure. D. Obligations upon Termination Upon termination of this Addendum,the parties shall have no further obligations pursuant to its terms,except that Articles 4, 5, 8,9B, and 10-14 shall survive termination. Unless Licensee has materially breached its obligations under this Agreement,Articles 3 and 9A shall also survive termination. ARTICLE 13—RESTRICTIONS ON HIRLNG Licensee shall not solicit for hire any ESRI employee who is associated with efforts called for under this Addendum during the term of this Addendum and for a period of one(1)year thereafter. In the event the foregoing provision is breached,Licensee shall pay ESRI liquidated damages for recruiting and training costs equal to twelve(12)months of the employee's compensation plus any legal expenses associated with the enforcement of this provision. Page 6 of 9 ESRI Agreement No.2004ESL6082 E600 5/04 ARTICLE 14—TAXES Values specified in Task Orders arc exclusive of state, local,and other taxes or charges(other than income taxes payable by ESRI). In the event such taxes or charges become applicable to Deliverables,Licensee shall pay any such taxes upon receipt of written notice that they are due. ARTICLE 15—I\NDEPENDEN'1 CONTRACTOR 1 SR.I is, and at all times will be,an independent contractor. Nothing in this Agreement shall be deemed to create an employerlemployee,principal/agent,or joint venture relationship. Neither party has the authority to enter into any contracts on behalf of the other party or otherwise act on behalf of the other party. ARTICLE 16—FORCE MAJEURE The obligations in this Addendum are subject to the"Force Majeure" article set forth in this Agreement. ARTICLE 17—COMMERCIAL TERMS AND CONDITIONS This Addendum contains ESRI's commercial terms and conditions. Licensee's rights in the Deliverables are strictly limited to the uses granted by this Addendum. In the event any court,arbitrator,or board holds that the U.S. Government has greater rights to any portion of the Deliverables,such rights shall extend only to the portion(s) affected,and use,duplication,or disclosure by the U.S.Government is subject to restrictions as provided in DFARS §227.7202-1(a)and§227.7202-3(a)(1995),DFARS §252.227-7013(c)(1)(ii)(OCT 1988),FAR§12.212(a)(1995), FAR§52.227-19(June 1987),or FAR§52.227-14(ALT III)(June 1987),as applicable. ARTICLE 18—NOTICE All notice required by this Agreement shall be in writing to the parties at the following respective addresses,or to such other address as a party may subsequently specify in a notice provided in the manner described in this Article, and shall be deemed to have been received(i)upon delivery in person; (ii)upon the passage of three(3)days following post by first class registered or certified mail,return receipt requested, with postage prepaid;(iii)upon the passage of two(2)days following post by overnight receipted courier service;or(iv)upon transmittal by confirmed telex or facsimile,provided that if sent by facsimile a copy of such notice shall be concurrently sent by U.S.certified mail,return receipt requested and postage prepaid,with an indication that the original was sent by facsimile and the date of its transmittal: Licensee: Spokane County Information Systems 815 N.Jefferson St. Spokane,WA 99260-0400 Attn.: Ian Von Essen Tel.: (509)477-6344 Fax: (509)477-7494 ESRI: ESRI 380 New York Street Redlands, CA 92373-8100 Project/Technical Notice—Attn.: Senior Contract Administrator/Specialist . Tel.: 909-793-2853,extension Fax: 909-307-3034 Legal Notice—Attn.: Contract Manager Tel.: 909-793-2853,extension 1593 Fax: 909-307-3020 With a copy to ,Senior Contract Administrator/Specialist Page 7 of 9 ESRI Agreement No. 2004ESL6082 E600 5/04 O 0 ATTACHMENT A SAMPLE TASK ORDER ESRI Agreement No. Task Order No. In accordance with the terms and conditions of the above-referenced Agreement between Environmental Systems Research Institute,Inc.(ESRI),and (Licensee),this Task Order authorizes delivery of the Deliverables described and in accordance with the terms,schedule,and start/end date(s)specified below. 1. Scope of Work: (As applicable, specifically identify and describe Deliverables including Custom Code,Map Data,and Technical Data(including Technical Assistance), Supported Software, and the resources to be provided by Licensee(including Licensee-supplied personnel,software,hardware,and digital or hard-copy data),and place of delivery and location where technical assistance will be provided.] In addition to the foregoing,Licensee agrees that its employees,representatives,and subcontractors will cooperate and communicate with ESRI during performance of this Task Order. Without cost to ESRI, Licensee shall provide,allow access to, or assist ESRI in obtaining all data ESRI requests for performance of this Task Order,including,but not limited to, (1)copies of previously prepared reports,maps,plans, surveys,records,and other documents in the control or possession of Licensee and(2)copies of ordinances,codes,regulations,or other governmental documents. 2. Contract Type(FFP or T&Ivf): 3. Total Task Order Value or Not-to-Exceed Value(if time and materials basis): 4. Delivery Schedule or Start/End Date.(s)for Each Deliverable: 5. Special Considerations: 6. ESRI Project Manager: • ESRI Senior Contract Administrator: ACCEPTED AND AGREED: • ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. (Licensee) (ESRI) Signature: Signature: Printed Name: Printed Name: Title: Title: Date: Date: Page 8 of 9 ESRI Agreement No.2004ESL6082 E600 5/04 ATTACHMENT B TIME AND MATERIALS RATE SCHEDULE • • Page 9 of 9 ESRI Agreement No. 2004ESL6082 £600 5/04 0 O TIME AND MATERiALS RATE SCi_.1?,DUUi Effective January I,2005 Hourly time and materials labor rates have been provided for each labor category for calendar year 2005. The hourly labor rates for services that are performed after 2005 may be escalated in an amount not to exceed seven and one-half percent(7.5%)each year. Other direct costs,such as travel,reproduction,subcontractor,telecommunication/freight; or materials,will be charged a material handling fee and invoiced. ESRI reserves the right to provide fixed price quotations for professional services requests that require deliverables other than hours and/or are more than twenty-five thousand dollars($25,000). Work performed under fixed price orders will require additional terms and conditions and will be invoiced monthly based on percent complete. Principal Hourly Rate: $287/Hour These staff work as program directors or project advisors providing project vision,strategic consulting,and program management for all types of geographic information system(GIS)projects. These staff apply market/application domain expertise with extensive experience in GIS and related technologies to ensure the successful completion of the program. Consulting activities may include strategic planning,review and oversight of requirements definition, application and database design,and system integration consulting. Management activities may include defining program requirements,establishing budgets and schedules,allocating staff and other resources,and managing and overseeing subcontractor activities. These staff work with senior client staff and have the support of senior ESRI corporate staff to ensure successful project completion. Senior Consultant Hourly Rate: S217/Hour These staff work as project managers or project advisors providing strategic consulting and program management for all types of GIS projects. These staff apply market/application domain expertise with extensive experience in ' GIS and related technologies to ensure the successful completion of the program. Consulting activities may include strategic planning,GTS workshops and seminars,requirements definition, application and database design and development,and system integration consulting. Management activities may include defining program requirements,establishing budgets and schedules,allocating staff and other resources,and managing and overseeing subcontractor activities. They design comprehensive work plans that employ structured systems methodologies, which define project deliverables,milestones,and realistic schedules. Consultant Hourly Rate: $172/Hour These staff provide day-today consulting and management of contracted projects within ESRT. They work under the guidance of senior ESRI consulting staff and support the design and implementation of defined work plans. They provide traditional consulting services and also provide design and management support to application development projects and database conversion projects. They conduct detailed requirements interviews,document application requirements,develop logical and physical database designs using computer-aided software engineering (CASE)tools and entity-relationship(E-R)diagramming methodologies,design and develop software and database quality assurance/quality control(QA/QC)programs,and provide management oversight of daily technical activities. They work with senior consulting and technical staff to design comprehensive work plans that employ structured systems methodologies,which define project deliverables,milestones,and realistic schedules. These staff also work with ESRI administrative staff to ensure that progress and financial reporting is provided according to contract requirements. Senior Technical Designer Hourly Rate: S224IHour These staff are the senior technical staff at ESRI. They provide the overall technical vision and system architecture, for large complex systems. They ensure that sound software engineering principles and life cycle methodologies are J•8410BD(State MPAs) 1 12/7/04 • applied to projects. They are actively involved in systems architecture design,application software design,database process design,and all phases of coding including the conduct of design and code reviews. They may serve as the principal investigator in focused studies or research and development(R&D)projects. While staff in this category have broad technical knowledge of GIS applications and related technologies,they also provide specific expertise in areas such as Internet applications,data warehousing,spatial analysis,and modeling. They are proficient in ESRI software languages as well as third generation programming languages,Internet markup languages,and other technologies. • V Technical Designer Hourly Rate: $181/Hour GIS system/software developers design technical project plans for the implementation of application software projects and database development projects. They oversee the day-to-day technical activities of the project team and ensure that appropriate systems methodologies are employed. They design and develop QA/QC programs and oversee design and code reviews,database reviews,and other QA/QC activities throughout the project life cycle. They will perform detailed software design,detailed database conversion design,and be directly involved in the coding and implementation of the more complex and strategic portions of application software and database conversion projects. They are proficient in ESRI software languages as well as third generation programming languages,Internet markup languages,and other technologies. Technical Analyst Hourly Rate: $141/Hour Staff in this category work independently to perform software coding and write software documentation to design specifications developed by senior staff. They also design and implement data conversion procedures. These staff also perform software and database quality control. They are proficient in the coding of software and processing of digital databases. They are proficient in l3S111 software languages as well as third generation progranuning languages,Internet markup languages,and other technologies. Database Analyst Hourly Rate: S119/Hour These staff provide database development support in creating cartographic and digital data products. Areas of expertise include performing data conversion,migration,and translation activities utilizing advanced processing techniques in ARC/II\NFO°and/or Arclnfo®software. Additionally,these staff design and implement efficient production tools and coordinate work flow with project personnel. • • ESRI,ARCI!NFO,and Arcinfo are trademarks,registered trademarks,or service marks of ESR1 in the United States,the European Community, or certain other jurisdictions. J-8410/3D(State.BAs) • 2 12!7/04 •