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Res No 094-13-13912RESOLUTION NO. 94-13-13912 A Resolution authorizing the City Manager to expend budgeted funds not to exceed $38,137 for the purchase a new GIS Server and ESRI Software to maintain and run the City departments' GIS functions. WHEREAS, International Data Consultants (IDC), the City's IT service provider recommended budgeting the necessary funds in the FYI budget for the purchase of a GIS server and ESRI software to allow the City to maintain a functional GIS and data layers created and updated by the City's GIS consultant; and WHEREAS, the server and data infrastructure provides management of and access to GIS and other data resources needed to perform the departmental GIS functions; and WHEREAS, GIS provides analysis tools for cost avoidance, time savings, increased accuracy, productivity, and revenue, better decision making, and will allow the City's departments to provide the residents and the general public dependable day to day services and accurate information; and WHEREAS, the Environmental Systems Research Institute (ESRI) software needed to run the GIS is from a sole source provider, which is the industry standard for GIS; and WHEREAS, the City will be purchasing the DELL computers, that are required to act as GIS servers, pursuant to a piggyback arrangement using another governmental agency's contract that was procured under competitive conditions that are at least as rigorous as that used by the City; and WHEREAS, the City Commission approved the inclusion of these funds in the Capital Budget and Planning & Zoning Department budget for FY2013. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to expend funds to DELL Computers for GIS server, in an amount not to exceed $16,636.29, which shall be charged to account No. 301 - 1620 -524 -6430, with a current balance of $23,550, and expend funds to ESRI for GIS software in the amount not to exceed $21,500; $20,000 charged to account No. 001- 1620 -524- 5210, with a current balance of $23,414.82, and $1,500 charged to account No. 001- 1620 -524- 4634, with a current balance of $3,000. A copy of the GIS server quote, ESRI quote and sole source certification is attached and made part hereof by reference. Section 2. Severability. If any section clause, sentence, or phrase of this resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction, the holding shall not affect the validity of the remaining portions of this resolution. page 1 ZACommission Items \2013 \5 -7 -13 \GIS SERVER SOFTWARE\GIS Server Sofrvvare resolutlon.docx 0. Res. No. 94 -13 -13912 �, Section 3. Effective Date. This resolution shall become effective immediately upon adoption by vote of the City Commission. PASSED AND ADOPTED this 7th day of Ma APPROVED: 2013, READ AND APPROVED AS TO FORM, COMMISSION VOTE: LAN U 1, L GAL TY N Mayor Stoddard: E HER Vice Mayor Liebman: Commissioner Newman: Commissioner Harris: CIT ATTO EY Commissioner Welsh: ZACommission Items\2013 \5- 7- 13 \GIS SERVER SOPTWAREUS Server Sofrware resolution.doex 5 -0 Yea Yea Yea Yea Yea page 2 South Miami All- America City . ,N�- 92 CITY OF SOUTH MIAMI , 7 t o Rio OFFICE OF THE CITY MANAGER INTER - OFFICE MEMORANDUM soon To: The Honorable Mayor Stoddard and Members of the City Commission Via: Steven Alexander, City Manager From: Christopher Brimo, AICP „/ Planning Director 1► Date: May 7, 2013 ITEM No. SUBJECT: A Resolution authorizing the City Manager to expend budgeted funds not to exceed $38,137 for the purchase a new GIS Server and ESRI Software to maintain and run the City departments' GIS functions. BACKGROUND: GIS maps and the data associated with them is quite large and most cities maintain an archive of historical maps such as Planning and Zoning Land Use maps. Having a historical archive of this information helps to improve transparency and visibility into a variety of city functions and having a server allows the city to maintain this archive. In some cases the outsourced company will use the server remotely to retrieve existing maps modify them and then store the new maps on the server while retaining the original maps with the original data. Applications such as the Police OSSI CAD product can use base address maps retrieved from the server and automatically create crime statistics maps based on the geocoded (address based) information created by the. CAD system. An example would be stolen cars, each stolen car would have an address of where it was stolen from and each of these data points could be represented on a map. Another application that will tie to the server is the ERP application which could take the location of a specific type of code violations and place them on a map. The staff will have access to all of the maps on the server. This access will for the most part be read only access but will allow the staff member to save the modified map under a new name leaving the original data preserved while saving the new work product. Some maps will be made available through the new website to the public. In order to reduce data requirements, maps for citizens will be produced in PDT' format so the public can easily download and print the maps. We expect to create the maps in hi and low resolution versions for the public. Nationally the leader in Graphical Information Systems (GIS) is ESRI; they are the defacto standard for software and file formats in the GIS industry. The County and most A h 6+ all of the Cities in Dade County run their GIS on this product. GIS maps tend to be quite large with the multiple layers of information enclosed in one map. It's for this reason we need such a large server to support not only the current maps but to retain historic maps in particular for planning and zoning. The software the city is purchasing is the server and end user software that will allow the city to place all of their maps in one location and allow staff, and with the new website the public, to view these maps. Additionally whenever software like our ERP system is capable of utilizing maps the ESRI server is the computer the software would connect to, to access these maps. The ESRI server is the repository of all maps and geocoded data created for or by the City. The server and software are required to contain the maps that our` GIS service vendor Immersive Solutions creates. The decision to outsource GIS, services was independent of the requirement for this software and equipment. Server setup and operation. will be handled by Immersive Solutions as part of their current year's agreement, with the help of our IT Department, International Data Consultants (IDC), the City's IT service provider recommended -- -- - -- - TXT1 0 buctgetng the necessary funds--in-the F-1 13 budges for4he purchase -of server and ESRI software to allow the City to maintain a functional GIS. The funding for these items was approved in the FY 2013 budget. The quotes from DELL computers and ESRI are included in the materials for review; also included is the ESRI sole source letter. ZACommission Items\2013 \5 -7 -13 \GIS SERVER_SOFTWARMGIS server software_ CM Report.doe U 01 k. 4; ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. 303 Evernia St. Suite 300 West Palm Beach, FL 33401 Phone: (561) 832 -4116 Fax: 561- 832 -1058 DUNS Number: 06- 313 4175 CAGE Code: OAMS3 To expedite your order, please attach a copy of this quotation to yourpurchase order. Quote is valid from: 0410912012 To: 0413012013 12 Quotation # 20403578 Date: April 9, 2012 Customer # 470486 Contract # CITY OF SOUTH MIAMI PLANNING DEPARTMENT 6130 SUNSET DRIVE MIAMI, FL 33143 ATTENTION: Christopher Brimo, AICP PHONE: (305) 663 -6327 FAX: (305) 668 -7356 O) Material Qty Description would like Unit Price Total 109065 1 ArcGIS Server Standard Enterprise for Windows Up to Four Cores License 20,000.00 20,000.00 86353 1 Donation of ArcGIS for Desktop Standard (formerly ArcEditor) Concurrent -9778 0.00 0.00 Use License 86497 1 ArcGIS for Desktop Standard (formerly ArcEditor) Concurrent Use Primary 11500.00 11500.00 Maintenance - starts on day one. Item Total: 21,500.00 Subtotal: 21,500,00 Sales Tax: 0.00 Estimated Shipping & Handling(2 Day Delivery) : 0.00 Contract Pricing Adjust:• 0.00 Total: $213500.00 *Thank you for your interest in the products and services offered by Esri. I have provided a quotation per your request. Please review the attached "Terms and Conditions" guidelines prior to submitting your order. To place an order for the items referenced in this quote, please follow the instructions provided below: PURCHASE ORDER: Send your digital, faxed, or original signed purchase order to Esri Customer Service for processing. Faxes may be sent toll -free to (800) 330 -7053. CREDIT CARD: If you would like to purchase the items on the quotation via credit card, please call (800) 447 -9778 and reference this quotation. CHECK/MONEY ORDER: Please mail a copy of your quotation and payment to Esri, File No. 54630, Los Angeles, CA 90074 -4630. If you have any questions regarding this quotation, please feel free to contact me. You will find my contact information at the bottom of the page. If you have questions following placement of your order such as order confirmation, ship date, etc., please contact Customer Service toll free at (888) 377 -4575. City of South Miami will be the licensee and accepts Esri's software terms and conditions. Please indicate on your purchase order if this purchase is funded through the American Recovery and Reinvestment Act, and whether Esri is a Prime Recipient, Sub - recipient, or Vendor for reporting purposes. For questions contact: Ali Fain Email: afain(cDesri.com Phone: (561) 832 -4116 x8742 Acceptance of this quotation is limited to the Esri License Agreement and the Quotation Terms and Conditions This Quotation is made in confidence for your review. It may not be disclosed to third parties, except as required by law. If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074 -4630 FAINA This offer is limited to the terms and conditions incorporated and attached herein. ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC, 303 Evernia St, Suite 360 West Palm Beach, FL 33401 Phone: (561) 832 -4116 Fax: 561 - 832 -1058 DUNS Number: 06- 313 -4175 CAGE Code: OAMS3 To expedite your order, please attach a copy of this quotation to your purchase order. Quote is valid from: 0410912012 To: 0413012013 Quotation # 20403578 Date: April 9, 2012 Customer # 470486 Contract # CITY OF SOUTH MIAMI PLANNING DEPARTMENT 6130 SUNSET DRIVE. MIAMI, FL 33143 ATTENTION: Christopher Brimo, AICP PHONE: (305) 663 -6327 FAX: (305) 668 -7356 BY SIGNING BELOW YOU ARE INDICATING THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION. DO NOT USE THIS FORM FOR ORDER ACTIVATION IF YOUR ORGANIZATION WILL NOT HONOR AND PAY AN INVOICE THAT HAS BEEN ISSUED AT YOUR DIRECTION WITHOUT ADDITIONAL AUTHORIZING PAPERWORK. If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to indicate your acceptance, you must fax Esri the signed quote in its entirety in order for the quote to be accepted. You will be contacted by your Customer Service Representative if additional information is required to complete your request. If your organization is a US Federal, state, or local government agency; an educational facility; or a company that will not pay an invoice without having . issued a formal purchase order, a signed quotation will not be accepted unless it is accompanied by your purchase order. If yotvchwos�e-to discontinueyourmaintenance, you wilt become- inetigibtefor maintenance- benefits-and- servicesltll maintenance fees- from - the - late -of - discontinuation will be due and payable if you decide to reactivate your maintenance coverage at a later date. This quotation is subject to the terms set forth herein and the terms of your agreement with Esri, if any, or as otherwise provided by Esri's standard terms and conditions at www.esri.com /legal, which are incorporated by reference. Federal Government entities and prime contractors buying under GSA pricing /terms are subject to Esri's Federal Supply Schedule GS- 35F- 5086H. Acceptance is limited to terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer or confirmation sent or to be sent by buyer. All terms of this quotation as referenced above shall be incorporated into and are part of any further or additional agreement regarding Esri's software data, web services, training, services and maintenance. In order to expedite processing, please reference the quotation number and any /all applicable Esri contract number(s) (e.g. MPA, ELA, SmartBuy, GSA, BPA) on your ordering document. By signing below, you are authorizing Esri to issue an invoice for the items included in the above quote in the amount of: $ plus sales taxes if applicable. (Note: Shipping costs are subject to change.) Please check gnq of the following: -V-1 am ax Si natu a of Name (Pleas Title pay Ony applicable sales `co if a empt information is not currently on file with Esri. 0 Date The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchasellicense. This information may not be given to outside parties or used for any other purpose without consent from Environmental Systems Research Institute, Inc. (Esri). Any estimated sales and/or use tax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri reserves the right to adjust and collect sales and /or use tax at the actual date of invoicing. If your organization is tax exempt or pays state tax directly, then prior to invoicing, your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction. Please indicate on your purchase order if this purchase is funded through the American Recovery and Reinvestment Act, and whether Esri is a Prime Recipient, Sub - recipient, or Vendor for reporting purposes. For questions contact: Ali Fain Email: afain @esri.com Phone: (561) 832 -4116 x8742 Acceptance of this quotation is limited to the Esri License Agreement and the Quotation Terms and Conditions This Quotation is made in confidence for your review. It may not be disclosed to third parties, except as required by law. If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074 4630 FAINA This offer is limited to the terms and conditions incorporated and attached herein. $r 4k N: C %a ESRI QUOTATION TERMS AND CONDITIONS Esri, 380 New York St., Redlands, CA 92373 -8100 USA • TEL 909 - 793 -2853 • FAX 909- 793 -5953 h All quotations are valid for ninety (90) days unless otherwise stated on the quotation form. These prices and terms are valid only for items purchased for use and delivery within the United States. This quotation information is proprietary and may not be copied or released other than for the express purpose of the current system selection and purchase. This information may not be given to outside parties or used for any other purpose without written consent from Environmental Systems Research Institute, Inc. (Esri). To expedite your order, please reference the quotation number on your purchase order. ORDER PROCESS The order process is initiated when Esri receives an original purchase order or some form of advance payment. Several additional documents (e.g., Master License Agreement, credit application, Tax Exemption Certificate) may be required to complete the order process. Generally, the need for these documents varies by the type of software, data, web - enabled services, subscriptions, professional services or other products ordered, which is determined upon receipt of the purchase order (or advance payment). If delivery must be expedited, please contact your marketing representative for assistance. IMPORTANT! Collectively, these documents contain the authorizations and information necessary to ship proper versions of the software or data on the correct media, or to initiate web - enabled services, subscriptions, or professional services. Please return them promptly to avoid unnecessary delays in shipping or delivery. Please return all documents to Esri Customer Service, or as otherwise directed. Please show the following remittance address on your purchase order: Esri, File No. 54630, Los Angeles, CA 90074 -4630 ESRI LICENSE AGREEMENTS All Esri software, data, web - enabled services, and subscriptions offered in this quotation are commercial off -the -shelf items developed at private expense and subject to Esri commercial license terms. You may have a signed license agreement on file that covers this order. If so, please reference the license agreement number on your purchase order. Unless a signed license is on file with Esri, Esri software, data, web - enabled services and subscriptions are subject to the Esri License Agreement included with the deliverable item as an on -line or click - through agreement. A copy is enclosed. Certain software or data requires a Master License Agreement signed by both parties. Professional services agreements may also include license terms. Some Esri software is copy protected with a software keycode or hardware key, and some software, data, web - enabled services or subscriptions require registration or a password. You will be given instructions to access the keycode, register, or obtain a password through the Esri website or by other means. MAINTENANCE After expiration of any complimentary period of maintenance that may apply to the licensed software, Esri will quote maintenance payable annually in advance. A reinstatement fee applies when maintenance has lapsed. DATA AND WEB SERVICES DISCLAIMER Data and Web Services may contain some nonconformities, defects, errors, or omissions. THE DATA AND WEB SERVICES ARE PROVIDED "AS -IS" WITHOUT WARRANTY OF ANY KIND. Without limiting the generality of the preceding sentence, Esri and its licensors do not warrant that the data and Web Services will meet Licensee's needs or expectations, that the use of the data or Web Services will be uninterrupted, or that all nonconformities can or will be corrected. Esri and its licensors are not inviting reliance on this data or Web Services, and Licensee should always verify actual data or Web Services. DELIVERY FOB Redlands, CA, USA (3272 Page 1 of 2 04/2912011 N) r. Software: Allow thirty (30) days from Esri's receipt of purchase order, signed Software License Agreement(s), and other documents, as required. Hardware: Manufacturer's terms apply. Lead times depend on make /models purchased. Note: Standard delivery method is ground or two (2) -day air for software and surface carrier for hardware. Actual delivery method may vary depending on weight. Other service is available for an additional fee (e.g., overnight delivery). PAYMENT TERMS Net thirty (30) days, on approved credit. Orders less than eight hundred dollars ($800) require prepayment by check or credit card unless yotir organization is a government agency, university, college, or Fortune 500 company. U. TAXES This quote includes applicable sales or use taxes for the prices quoted as required by law. The tax amount may change depending on the time lapse between this quote and your order to us. Esri will include applicable sales or use taxes on your invoice unless you provide proof with your order that your organization or use of the product is tax exempt. G272 Page 2 of 2 04/29/2011 &,. esn k. 0.1 6, Esri, 380 New York St., Redlands, CA 92373 -8100 USA • TEL 909 - 793 -2853 • FAX 909 - 793 -5953 IMPORTANT —READ CAREFULLY a. 6, Unless superseded by a signed license agreement between you and Esri, Esri is willing to license Products to you only if you accept all terms and conditions contained in this License Agreement. Please read the terms and conditions carefully. You may not use the Products until you have agreed to the terms and conditions of the License Agreement. If you do not agree to the terms and conditions as stated, click "I do not accept the license agreement" below; you may then request a refund of applicable fees paid. LICENSE AGREEMENT (E204 10/18/2012) This License Agreement is between you ( "Licensee ") and Environmental Systems Research Institute, Inc. ( "Esri "), a California corporation with a place of business at 380 New York Street, Redlands, California 92373 -8100 USA. ARTICLE 1— DEFINITIONS Definitions. The terms used are defined as follows: r204 a. "Authorization Code(s)" means any key, authorization number, enablement code, login credential, activation code, token, account user name and password, or other mechanism required for use of a Product. b, "Beta" means any alpha, beta, or prerelease Product. C, "Commercial Application Service Provider Use" or "Commercial ASP Use" means generating revenue by providing access to Software through a website or Internet web application that enables third parties to access and use a Licensee - developed application that uses Software, for example, by charging a subscription, service, or any other form of transaction fee or by generating more than incidental advertising revenue. d. "Content" has the meaning provided in Addendum 3. e. "Data" means any Esri or third -party digital dataset(s) including, but not limited to, geographic vector data, raster data reports, or associated tabular attributes, whether bundled with Software and Online Services or delivered independently. f. "Deployment License" means a license that allows Licensee to sublicense select Software and associated Authorization Codes to third parties. g. "Documentation" means all user reference documentation that is delivered with the Software. h. "Online Services" means any Internet -based geospatial system, including applications and associated APIs, but excluding Data or Content, hosted by Esri or its licensors, for storing, managing, publishing, and using maps, data, and other information. i. "Ordering Document(s)" means a sales quotation, purchase order, or other document identifying the Products that Licensee orders. j. "Product(s)" means Software, Data, Online Services, and Documentation licensed under the terms of this License Agreement. k. "Sample(s)" means sample code, sample applications, add -ons, or sample extensions of Products. 1. "Service Credit(s)" means a unit of exchange that is allocated with an Online Services subscription in an amount specified in the Ordering Document. Each Service Credit entitles Licensee to consume a set amount of Online Services, the amount varying depending on the Online Services being consumed. As Online Services are consumed, Service Credits are automatically debited from Licensee's account, up to the maximum number of Service Credits available. Additional Service Credits can be purchased as described in Addendum 3 (also available at http: / /www.esri.coin /legal). m. "Software" means all or any portion of Esri's proprietary software technology, excluding Data, accessed or downloaded from an Esri - authorized website or delivered on any media in any format including backups, updates, service packs, patches, hot fixes, or permitted merged copies. Z. n. "Tern License" means a license or access provided for use of a Product for a limited time period ( "Term ") or on a subscription or transaction basis. Page I of 7 10/18/2012 a. f% ft ARTICLE 2— INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP Products are licensed, not sold. Esri and its licensors own Products and all copies, which are protected by United States and applicable international laws, treaties, and conventions regarding intellectual property and proprietary rights including trade secrets. Licensee agrees to use reasonable means to protect Products from unauthorized use, reproduction, distribution, or publication. Esri and its third -party licensors reserve all rights not specifically granted in this License Agreement including the right to change and improve Products. ARTICLE 3 —GRANT OF LICENSE 3.1 Grant of License. Esri grants to Licensee a personal, nonexclusive, nontransferable license solely to use the Products as set forth in the applicable Ordering Documents (i) for which the applicable license fees have been paid; (ii) for Licensee's own internal use; (iii) in accordance with this License Agreement and the configuration ordered by Licensee or as authorized by Esri or its authorized distributor; and (iv) for the applicable Term or, if no Term is applicable or identified, until terminated in accordance with Article 5. In addition to the Scope of Use in Article 4, Exhibit I —Scope of Use (E300) applies to specific Products. Addendum 1, Addendum 2, Addendum 3, and Addendum 4 collectively comprise Exhibit I —Scope of Use (E300) and are also available at http: / /www.esri.com/legal /software - license. a. Softivare. Terms of use for specific Software products are set forth in Addendum 1, which is incorporated by reference. - b, Data. -Data terms of use are-set forth-in Addendum -2,which -is- incorporated byrefererrce. - — C, Online Services. Terms of use for Online Services are set forth in Addendum 3, which is incorporated by reference. d. Limited Use Programs. Terms of use for noncommercial, nonprofit, educational, or other limited -use programs are set forth in Addendum 4, which is incorporated by reference. 3.2 Evaluation and Beta Licenses. Products acquired under an evaluation license or under a Beta program are intended for evaluation and testing purposes only and not for commercial use. Any such use is at Licensee's own risk, and the Products do not qualify for Esri or distributor maintenance. ARTICLE 4— .SCOPE OF USE 4.1 Permitted Uses a. For Products delivered to Licensee, Licensee may 1. Install and store Products on electronic storage device(s); 2. Make archival copies and routine computer backups; 3. Install and use a newer version of Software concurrently with the version to be replaced during a reasonable transition period not to exceed six (6) months, provided that the deployment of either version does not exceed Licensee's licensed quantity; thereafter, Licensee shall not use more Software in the aggregate than Licensee's total licensed quantity; 4. Move the Software in the licensed configuration to a replacement computer; and 5. Distribute to third parties Software and any associated Authorization Codes required for use of a Deployment License. b. Commercial Application Service Provider Use. Provided that Licensee (i) is a governmental or not - for -profit organization that operates a website or offers an Internet service on a cost recovery basis and not for profit or (ii) acquires a Commercial ASP Use subscription license, Licensee may use the Software for Commercial ASP Use. However, Licensee may not provide third parties with direct access to Esri Software so that the third parties may use the Software directly, develop their own G1S applications, or create their own solutions in conjunction with the Software. C, Licensee may customize Software using any (i) macro or scripting language, (ii) published application programming interface (API), or (iii) source or object code libraries, but only to the extent that such customization is described in Documentation. d. Licensee may use, copy, or prepare derivative works of Documentation supplied in digital format and thereafter reproduce, display, and redistribute the customized documentation only for Licensee's own internal use. Portions of Documentation supplied in digital format merged with other software and printed or digital documentation are subject to E204 Page 2 of 7 10/18/2012 4: f0 b. k, <k this License Agreement. Licensee shall include the following copyright attribution notice acknowledging the proprietary rights of Esri and its licensors: "Portions of this document include intellectual property of Esri and its licensors and are used herein under license. Copyright © [Licensee spill insert the actual copyright date(s)from the source materials] Esri and its licensors. All rights reserved." e. Font Components. While the software is running, Licensee may use its fonts to display and print content. Licensee may only (i) embed fonts in content as permitted by the embedding restrictions in the fonts and (ii) temporarily download them to a printer or other output device to print content. f. Consultant or Contractor Access. Subject to Section 3. 1, Esri grants Licensee the right to permit Licensee's consultants or contractors to use the Products exclusively for Licensee's benefit. Licensee shall be solely responsible for compliance by consultants and contractors with this License Agreement and shall ensure that the consultant or contractor discontinues Product use upon completion of work for Licensee. Access to or use of Products by consultants or contractors not exclusively for Licensee's benefit is prohibited. 4.2 Uses Not Permitted. Except to the extent that applicable law prohibits or overrides these restrictions, or as provided herein, Licensee shall not a. Sell, rent, lease, sublicense, lend, assign, or time -share Products; b. Use for Commercial ASP Use or service bureau purposes; c. Use Software, Data, or Documentation for a site or service and operate the site or service for profit or generate revenue through direct or indirect methods (e.g., advertising or by charging for access to the site or service); d. Redistribute Software, Data, or Online Services to third parties, in whole or in part, including, but not limited to, extensions, components, or DLLs; or e. Redistribute Authorization Codes; f. Reverse engineer, decompile, or disassemble Products; g. Make any attempt to circumvent the technological measure(s) that controls access to or use of Products; h. Store, cache, use, upload, redistribute, or sublicense Content or otherwise use Products in violation of Esri's or a third party's rights, including intellectual property rights, privacy rights, nondiscrimination laws, or any other applicable law or government regulation; i. Remove or obscure any Esri (or its licensors') patent, copyright, trademark, proprietary rights notices, and /or legends contained in or affixed to any Product, Product output, metadata file, or online and /or hard -copy attribution page of any Data or Documentation delivered hereunder; j. Unbundle or independently use individual or component parts of Software, Online Services, or Data; k. Incorporate any portion of the Software into a product or service that competes with the Software; 1. Publish the results of benchmark tests run on Beta without the prior written permission of Esri and its licensors; or m. Use, incorporate, modify, distribute, provide access to, or combine any computer code provided with the Software in a manner that would subject such code or any part of the Software to open source license terms, which includes any license terms that require computer code to be (i) disclosed in source code form to third parties, (ii) licensed to third parties for the purpose of making derivative works, or (iii) redistributable to third parties at no charge. ARTICLE':;--TERM AND TERMINATION This License Agreement is effective upon acceptance. Licensee may terminate this License Agreement or any Product license at any time upon written notice to Esri. Either party may terminate this License Agreement or any license for a material breach that is not cured within ten (10) days of written notice to the breaching party, except that termination is immediate for a material breach that is impossible to cure. Upon termination of the License Agreement, all licenses granted hereunder terminate as well. Upon termination of a license or the License Agreement, Licensee will (i) stop accessing and using affected Product(s); (ii) clear any client -side data cache derived from Online Services; and (iii) uninstall, remove, and destroy all copies of affected Product(s) in Licensee's possession or control, including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to Esri or its authorized distributor. ARTICLE 6— LIMITED WARRANTIES AND DISCLAIMERS 6.1 Limited Warranties. Except as otherwise provided in this Article 6, Esri warrants for a period of ninety (90) days from the date Esri issues the Authorization Code enabling use of Software and Online Services that (i) the unmodified Software and Online Services will substantially conform to the published Documentation under normal use and service and (ii) media on which Software is provided will be free from defects in materials and workmanship. E204 Page 3 of 7 10/18/2012 az 0., EM en 6.2 Special Disclaimer. CONTENT, DATA, SAMPLES, HOT FIXES, PATCHES, UPDATES, ONLINE SERVICES PROVIDED ON A NO -FEE BASIS, AND EVALUATION AND BETA SOFTWARE ARE DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND. 6.3 Internet Disclaimer. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT (i) THE INTERNET IS NOT A SECURE INFRASTRUCTURE, (ii) THE PARTIES HAVE NO CONTROL OVER THE INTERNET, AND (iii) NONE OF THE PARTIES SHALL BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE PERFORMANCE OR DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF ONLINE SERVICES. 6.4 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, ESRI DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. ESRI DOES NOT WARRANT THAT PRODUCTS WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED, ERROR FREE, FAULT- TOLERANT, OR FAIL -SAFE; OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. PRODUCTS ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO - - - DEATH, - PERSONAL - INJURY ; QR PUYSICAL PROPERTY /ENVIRONMENTALDAMAGE�- ANY- SUCH-USE SHALL BE AT LICENSEE'S OWN RISK AND COST. 6.5 Exclusive Remedy. Licensee's exclusive remedy and Esri's entire liability for breach of the limited warranties set forth in this Article 6 shall be limited, at Esri's sole discretion, to (i) replacement of any defective media; (ii) repair, correction, or a workaround for Software or Online Services subject to the Esri Maintenance Program or Licensee's authorized distributor's maintenance program, as applicable; or (iii) return of the license fees paid by Licensee for Software or Online Services that do not meet Esri's limited warranty, provided that Licensee uninstalls, removes, and destroys all copies of Software or Documentation; ceases using Online Services; and executes and delivers evidence of such actions to Esri or its authorized distributor. ARTICLE 7— LIMITATION OF LIABILITY 7.1 Disclaimer of Certain Types of Liability. ESRI, ITS AUTHORIZED DISTRIBUTOR, AND ITS LICENSORS SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS, LOST SALES, OR BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO TEAS LICENSE AGREEMENT OR USE OF PRODUCTS, HOWEVER CAUSED ON ANY THEORY OF LIABILITY, WHETHER OR NOT ESRI OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 7.2 General Limitation of Liability. EXCEPT AS PROVIDED IN ARTICLE 8— INFRINGEMENT INDEMNITY, THE TOTAL CUMULATIVE LIABILITY OF ESRI AND ITS AUTHORIZED DISTRIBUTOR HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE FOR THE PRODUCTS THAT GIVE RISE TO THE CAUSE OF ACTION. 7.3 Applicability of Disclaimers and Limitations. Licensee agrees that the limitations of liability and disclaimers set forth in this License Agreement will apply regardless of whether Licensee has accepted Products or any other product or service delivered by Esri. The parties agree that Esri has set its fees and entered into this License Agreement in reliance on the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties, and that the same form an essential basis of the bargain between the parties. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. E204 Page 4 of 7 10/18/2012 K: b4 M &, m G Pe THE FOREGOING WARRANTIES, LIMITATIONS, AND EXCLUSIONS MAY NOT BE VALID IN SOME JURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION. LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY NOT BE WAIVED OR DISCLAIMED. ESRI DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW. ARTICLE 8— INFRINGEMENT INDEMNITY 8.1 Esri shall defend, indemnify, and hold Licensee harmless from and against any loss, liability, cost, or expense, including reasonable attorneys' fees, that Licensee incurs as a result of any claims, actions, or demands by a third party alleging that Licensee's licensed use of Software or Online Services infringe a US patent, copyright, or trademark, provided a. Licensee promptly notifies Esri in writing of the claim; b. Licensee provides documents describing the allegations of infringement; c. Esri has sole control of the defense of any action and negotiation related to the defense or settlement of any claim; and d. Licensee reasonably cooperates in the defense of the claim at Esri's request and expense. 8.2 If Software or Online Services are found to infringe a US patent, copyright, or trademark, Esri, at its own expense, may either (i) obtain rights for Licensee to continue using the Software or Online Services or (ii) modify the allegedly infringing elements of Software or Online Services while maintaining substantially similar functionality. If neither alternative is commercially reasonable, the license shall terminate, and Licensee shall cease accessing infringing Online Services and shall uninstall and return to Esri any infringing item(s). Esri's entire liability shall then be to indemnify Licensee pursuant to Section 8.1 and (i) refund the perpetual license fees paid by Licensee for the infringing items, prorated on a five (5) -year, straight -line depreciation basis beginning from the initial date of delivery, and (ii) for term licenses and maintenance, refund the unused portion of the fees paid. 8.3 Esri shall have no obligation to defend Licensee or to pay any resultant costs, damages, or attorneys' fees for any claims or demands alleging direct or contributory infringement to the extent arising out of (i) the combination or integration of Software or Online Services with a product, process, or system not supplied by Esri or specified by Esri in its Documentation; (ii) material alteration of Software or Online Services by anyone other than Esri or its subcontractors; or (iii) use of Software or Online Services after modifications have been provided by Esri for avoiding infringement or use after a return is ordered by Esri under Section 8.2. 8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ARTICLE 9— GENERAL PROVISIONS 9.1 Future Updates. New or updated Products and subscription renewals will be licensed under the then- current Esri license terms and conditions found at http: / /www.esri.com /legal /software- license. 9.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, reexport, import, transfer, or release Products, in whole or in part, to (i) any US embargoed country; (ii) any person on the US Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the US Commerce Department's Denied Persons List, Entity List, or Unverified List; or (iv) any person or entity or into any country where such export, reexport, or import violates any US, local, or other applicable import/export control laws or regulations including, but not limited to, the terms of any import/export license or license exemption and any amendments and supplemental additions to those import /export laws as they may occur from time to time. 9.3 Taxes and Fees, Shipping Charges. License fees quoted to Licensee are exclusive of any and all taxes or fees, including, but not limited to, sales tax, use tax, value -added tax (VAT), customs, duties, or tariffs, and shipping and handling charges. 9.4 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. E204 Page 5 of 7 10/18/2012 /M 9.5 Severability. The parties agree that if any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable. 9.6 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate Licensee's obligations under this License Agreement without Esri's prior written consent, and any attempt to do so without consent shall be void. This License Agreement shall be binding on the respective successors and assigns of the parties to this License Agreement. Notwithstanding, a government contractor under contract to the government to deliver Products may assign this License Agreement and Products acquired for delivery to its government customer upon written notice to Esri, provided the government customer assents to the terms of this License Agreement, 9.7 Survival of Terms. The provisions of Articles 2, 6, 7, 8, and 9 of this License Agreement shall survive the expiration. or termination of this License Agreement. 9.8 Equitable Relief. Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage and that, in the event of such breach, in addition to any and all remedies at law, Esri shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for relief. 9.9 US Government Licensee. The Products are commercial items, developed at private expense, provided to Licensee under this License Agreement. If Licensee is a US government entity or US government contractor, Esri licenses Products to -ITcensee in accordance wither Lice Agreement under I AR Subparts T2.211T12.212 or DFARS-Suhpart 227.7 0 1 sn Data and Online Services are licensed under the same subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS. The commercial license rights in this License Agreement strictly govern Licensee's use, reproduction, or disclosure of Products. Esri Software source code is unpublished, and all rights to Products are reserved by Esri and its licensors. Licensee may transfer Software to any licensed government procuring agency facility to which computer(s) on which Software is installed are transferred. If any court, arbitrator, or board holds that Licensee has greater rights to any portion of Products under applicable public procurement law, such rights shall extend only to the portions affected. 9.10 Governing Law, Arbitration a. Licensees in the United States ofAmerica, Its Territories, and Outlying Areas. This License Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to conflict of laws principles, except that US federal law shall govern in matters of intellectual property. Except as provided in Section 9.8, any dispute arising out of or relating to this License Agreement or the breach thereof that cannot be settled through negotiation shall be finally settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in a court of competent jurisdiction. If Licensee is a US government agency, this License Agreement is subject to the Contract Disputes Act of 1978, as amended (4I USC 601 -613), in lieu of the arbitration provisions of this clause. This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. b. All Other Licensees. Except as provided in Section 9.8, any dispute arising out of or relating to this License Agreement or the breach thereof that cannot be settled through negotiation shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with said rules. The language of the arbitration shall be English. The place of the arbitration shall be at an agreed -upon location. This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Either party shall, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute. 9.11 Maintenance. Maintenance for qualifying Software or Data consists of updates and other benefits, such as access to technical support, specified in Esri's or its distributor's current applicable maintenance policy. 9.12 Feedback. Esri may fi eely use any feedback, suggestions, or requests for Product improvements that Licensee provides to Esri. E204 Page 6 of 7 10/18/2012 6> a a a. 9.13 Patents. Licensee may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is based on or incorporates any Esri technology or services. This express prohibition on patenting shall not apply to Licensee's software and technology except to the extent that Esri technology or services, or any portion thereof, are a part of any claim or preferred embodiment in a patent application or a similar application. 9.14 Entire Agreement. This License Agreement, including its incorporated documents, constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous license agreements, understandings, and arrangements between the parties relating to such subject matter. Additional or conflicting terms set forth in any purchase orders, invoices, or other standard form documents exchanged during the ordering process, other than product descriptions, quantities, pricing, and delivery instructions, are void and of no effect. Any modification(s) or amendment(s) to this License Agreement must be in writing and signed by each party. E204 Page 7 of 7 10/18/2012 k: CA � e YS`c .\�..,. esn Esri, 380 New York St., Redlands, CA 92373 -8100 USA & TEL 909 - 793 -2853 • FAX 909 - 793 -5953 EXHIBIT 1 SCOPE OF USE (E300 12/07/2012) ADDENDUM SOFTWARE TERMS OF USE (E300 -1) This Software Terms of Use Addendum ( "Addendum 1 ") sets forth the terms of Licensee's use of Software and includes the Licensee's existing master license agreement, if any, or the License Agreement found at http: / /www.esri.com/legal /software- license (as applicable, the "License Agreement "), which is incorporated by reference. This Addendum 1 takes precedence over conflicting terms of the License Agreement. SECTION 1— DEFINITIONS _Software -m • e- 0_f;cred �i under_4Lhe_follo-wt _ucense -t _ -s- a�_S-Ct_fort YpL" "" _ h_ n_the_a° Y1 licab're_sales_qu- 0ta`tio n, urc ,ase- p" order or - other document identifying the Products that Licensee orders: 1. "Concurrent Use License" means a license to install and use the Software, Data, and Documentation on computer(s) on a network, but the number of simultaneous users may not exceed the number of licenses acquired, including the right to run passive failover instances of Concurrent Use License software in a separate operating system environment for temporary failover support. 2. "Deployment Server License" means a license that, in addition to providing Staging Server License rights, authorizes Licensee to install and use the Software or Data to provide services to multiple users on the same or other computer(s). 31 "Development Server License" means a license that authorizes Licensee to install and use the Software on a single computer to design and build applications that interface with or utilize server Software as described in the Documentation. 4. "Single Use License" means a license that allows Licensee to permit a single authorized end user to install and use the Software, Data, and Documentation on a single computer for use by that end user on the computer on which the Software is installed. Licensee may permit the single authorized end user to install a second copy for end user's exclusive use on a second computer as long as only one (l) copy of Product is in use at any time. No other end user may use Product under the same license at the same time for any other purpose. 5. "Staging Server License" means a license that, in addition to providing Development Server License rights, enables Licensee to use and install the Software for the following purposes: user acceptance testing, performance testing, load testing of other third -party software, staging new commercial data updates, and training activities. 61 "Term License" means a license or access provided for use of a Product for a limited time period ( "Tenn ") or on a subscription or transaction basis. E300 Page 1 of 16 12/07/2012 t, &; Im ar &. SECTION 2 -TERMS OF USE FOR SPECIFIC SOFTWARE Unless otherwise noted in the applicable Ordering Document, extensions to Software follow the same scope of use as that granted for the corresponding Software. Specific Software is subject to the terms of use set forth in the notes referenced below: Desktop • Address Coder (22; Addendum 2, Note 7) • ArcExplorer -Java and Windows Editions (20; Addendum 2, Note 1) • AreGIS for Desktop (Advanced, Standard, or Basic) (26; Addendum 2, Note 1; Addendum 2, Note 6) • AreGIS Explorer Desktop (20; Addendum 2, Note I) • AreGIS for AutoCAD (20) • ArcLogistics Desktop (Addendum 2, Note l; Addendum 2, Note 2) Using ArcGIS Online (20; 46; Addendum 2, Note 1) Using ArcGIS for Server (20; 46; Addendum 2, Note 1) Navigator (46; Addendum 2, Note 1; Addendum 2, Note 2) • ArcPad (12; 13; Addendum 2, Note 1; Addendum 2, Note 2) • ArcReader (20; Addendum 2, Note 1) • ArcView 3.x and Extensions (17) • Esri Business Analyst (Addendum 2, Note 1; Addendum 2, Note 41 • Esri Maps for Office (Addendum 2, Note 1) • Sourcebook•America (20; Addendum 2. Note 8) • ArcGIS for Windows Mobile (15; 54; Addendum 2, Note 1) • ArcGIS for iOS; ArcGIS for Windows Phone; ArcGIS for Android (Addendum 2, Note 1) Server • AreGIS for Server Workgroup (8; 9; 28; 29; 30; 32; 38; 39; Addendum 2, Note 1; Addendum 2, Note 6) - Enterprise (8; 9; 27; 31; 38; 39; Addendum 2, Note 1; Addendum 2, Note 6) - Cloud Bundle (10; Addendum 3- Common Terms) • ArcGIS for Server Extensions - ArcGIS for INSPIRE (8; Addendum 2, Note I Notes • Esri Business Analyst Server - Workgroup (8; 9;28; 29;30; 31; 39; Addendum 2, Note 1; Addendum 2, Note 4) - Enterprise (8; 9; 27; 31; 39; Addendum 2, Note 1; Addendum 2, Note 4) • Portal for ArcGIS (31; 61; 62; Addendum 2, Note I} • Esri Tracking Server (3 1 ) • Esri Maps for IBM Cognos (53) • Esri Maps for SharePoint (Addendum 2, Note 1) Developer Tools • AreGIS Runtime SDK for iOS, Windows Phone, Windows Mobile, or Android (16; Addendum 2, Note 1) • AreGIS Engine Developer Kit and Extensions (16, 22, 26) • ArcGIS Engine for Windows /Linux and Extensions (15; 22; 26; Addendum 2, Note 1; Addendum 2, Note 6) • ArcGIS for Windows Mobile Deployments (15; 54; Addendum 2, Note 1) • AreGIS Runtime (18; 59; Addendum 2, Note 1) • AreGIS Runtime SDK (16; 60; Addendum 2, Note 1) • ArcGIS Web Mapping (including ArcGIS API for JavaScript/HTML5, ArcGIS API for Flex, AreGIS API for Microsoft Silverlight, ArcGIS API for WPF) (15; 16; 64; 66; Addendum 2, Note 1) • Esri Business Analyst Server Developer (Addendum 2, Note 1; Addendum 2, Note 4) • Esri Developer Network (EDN) Software, Online Services, and Data (24; 26; Addendum 2, Note 1; Addendum 2, Note 6) • Esri File Geodatabase API (47) Bundled Products • ArcGIS for Transportation Analytics (1; Addendum 2, Note 2; Addendum 2, Note 11) 1. Licensee may use the Software, Data, and Online Services included in ArcGIS for Transportation Analytics solely for direct support of fleet operations. No other use of ArcGIS for Transportation Analytics or the individual components that are part of ArcGIS for Transportation Analytics is permitted. This restriction does not apply to the ArcGIS Online Organization Account included with ArcGIS for Transportation Analytics. The AreGIS Online Organization Account can be used for any purpose subject to the terms of this License Agreement. 2 -7. Reserved. 8. The administration tools for the Software may be copied and redistributed throughout Licensee's organization. E300 Page 2 of 16 12/07/2012 9. User - developed ArcGIS for Server administration tools may be copied throughout Licensee's organization, but the ArcCatalog application (found in ArcGIS for Desktop) may not be copied. 10. Licensee will provide information or other materials related to its content (including copies of any client -side applications) as reasonably requested to verify Licensee's compliance with this License Agreement. Esri may monitor the external interfaces (e.g., ports) of Licensee's content to verify Licensee's compliance with this License Agreement. Licensee will not block or interfere with such monitoring, but Licensee may use encryption technology or firewalls to help keep its content confidential. Licensee will reasonably cooperate with Esri to identify the source of any problem with the Cloud Bundle services that may reasonably be attributed to Licensee's content or any end -user materials that Licensee controls. 11. Reserved. 12. Software is licensed for navigational use only when used in conjunction with ArcLogisties. 13. "Dual Use License" means the Software may be installed on a desktop computer and used simultaneously with either a personal digital assistant (PDA) or handheld mobile computer as long as the Software is only used by a single individual at any one (1) time. 14. Reserved, 15. Licensed as a Deployment License. Deployment Licenses for Internet application(s) may be subject to payment of additional license fees. 16. Licensee may deliver applications to Licensee's sublicensee(s) provided Licensee uses a sublicense agreement that protects Esri's rights in Esri's Software, Data, Online Services, and Documentation to the same extent as the License Agreement including, but not limited to, the following terms: a. Sublicensee may not reverse engineer, decompile, or disassemble the Esri Software, Data, Online Services, or Documentation, except to the extent permitted by applicable law; copy for commercial use; or transfer or assign its rights under the license grant; b. Sublicensee may not use any Esri Software, Data, Online Services, or Documentation, in whole or in part, separate from Licensee's executable application; and c. Third -party dependent or required components are redistributable subject to permission from the owner or author. Applications may be subject to deployment fees owed to Esri. Contact Esri or Licensee's distributor for details. 17. Licensee may use Business Objects Crystal Reports software only with the ArcView 3.x Software with which it was acquired and subject to the Crystal Reports License Agreement available on the media. Licensee may not use a software program or system to cache or queue report requests. 18. Licensed as a Deployment License. The Deployment License is per application per computer. Deployment Licenses may not be used for Internet or server deployment. Deployment Licenses for desktop application(s) may be subject to payment of additional license fees. 19. Reserved. 20. Licensee may reproduce and deploy the Software provided all the following occur: a. The Software is reproduced and deployed in its entirety; b. A license agreement accompanies each copy of the Software that protects the Software to the same extent as the License Agreement, and the recipient agrees to be bound by the terms and conditions of the license agreement; c. All copyright and trademark attributions /notices are reproduced; and d. There is no charge or fee attributable to the use of the Software. 21. Reserved. 22. a. ArcGIS Engine for Windows /Linux licenses shall not be used for Internet and server development and deployment; b. An end user must license either ArcGIS Engine for Windows /Linux Software or other ArcGIS for Desktop Software (Basic, Standard, or Advanced) to obtain the right to run an AreGIS Engine application on one (1) computer; and c. The ArcGIS Engine for Windows /Linux extensions shall not be used in combination with ArcGIS for D @sktop Software to run ArcGIS Engine applications. A single user can have multiple applications installed on one (1) computer for use only by that end user. 23. Reserved, E300 Page 3 of 16 12/07/2012 �l &, r, a. 24. EDN Software may be used only for the purposes of research, development, testing, and demonstration of a prototype application. EDN server Software and Data may be installed on multiple computers for use by any named EDN developer. ArcGIS Online subscriptions included with EDN Advanced may be used as permitted by the Terms of Use in Addendum 3, Online Services Addendum. 25. Reserved. 26. An ArcSDE Personal Edition geodatabase is restricted to ten (10) gigabytes of Licensee's data. 27. ArcGIS for Server Web ADF Runtime Software may not be deployed independently of Licensee's ArcGIS for Server Enterprise configuration. 28. Use is limited to ten (10) concurrent end users of applications other than ArcGIS for Server applications. This restriction includes use of ArcGIS for Desktop Software, ArcGIS Engine Software, and third -party applications that connect directly to any ArcGIS for Server geodatabase. There are no limitations on the number of connections from web applications. 29. Software can only be used with a supported version of SQL Server Express. Supported versions are listed with the system requirements for the product on the Esri website. 30. Use is restricted to a maximum of ten (10) gigabytes of Licensee's data. 31. Licensee may have redundant Esri Server Software installation(s) for failover operations, but the redundant Software can only be operational during the period the primary site is nonoperational. The redundant Software installation(s) shall remain dormant, except for system maintenance and updating of databases, while the primary site or any other redundant site is operational. 32. Redundant Software installation for failover operations is not permitted. 33 -37. Reserved. 38. The ArcGIS 3D Analyst for Server extension included with ArcGIS for Server Standard (Workgroup or Enterprise) may be used only for generating globe data cache(s) or publishing a globe document as an ArcGIS Globe Service. No other use of the ArcGIS 3D Analyst for Server extension Software is permitted with ArcGIS for Server Standard. 39. Any editing functionality included with ArcGIS for Server is not permitted for use with ArcGIS for Server Basic (Workgroup or Enterprise). 40-45. Reserved. 46. Licensee should not follow any route suggestions that appear to be hazardous, unsafe, or illegal. Licensee assumes all risk of using this navigation Software. 47. Licensee may develop and distribute software or web applications that use Esri File Geodatabase API to Licensee's end users. 48 -52. Reserved. 53. This authorizes installation and use of a sufficient quantity of instances of ArcGIS for Server Enterprise Standard solely for the purposes of integrated intercommunication between Esri ArcGIS for Server map services and IBM Cognos data packages. No other use of Esri ArcGIS for Server Enterprise Standard is permitted. 54. ArcGIS for Windows Mobile Deployments are licensed for use with ArcG1S for Server Enterprise (Advanced or Standard), ArcGIS for Server Workgroup (Advanced), ArcGIS for Desktop (Advanced, Standard, Basic), and ArcGIS Engine applications. 55 -58. Reserved. 59. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users up to the number of ArcGIS Standard or Advanced Deployment Licenses that have been purchased. There is no license fee or restriction on the number of AreGIS Runtime Basic licenses deployed. 60. a. ArcGIS Runtime SDK licenses shall not be used to develop Internet or server applications; b. For ArcGIS Runtime Standard or Advanced: (i) An end user must purchase a software application that includes an ArcGIS Runtime license to obtain the right to run an ArcGIS Runtime application on one (1) computer; and (ii) Licensees building applications for their own internal use must purchase ArcGIS Runtime licenses for every application Deployed that includes ArcGIS Runtime. (iii) A single user may have multiple ArcGIS Runtime licensed applications installed on one (1) computer, but each application is an independent Deployment of ArcGIS Runtime. 61. Oracle is a third -party beneficiary of Est-i's rights under the License Agreement with respect to the Software but is not a party hereto and assumes no obligations hereunder. 62. Esri and its licensors reserve the right to conduct an audit of Licensee's use of the Software. Licensee will provide reasonable assistance and access to information regarding Licensee's use of the Software. Audit results may be E300 Page 4 of 16 12/07/2012 reported to Esri's licensors. Fees for overdeployment or excess usage are payable within thirty (30) days of the invoice date. 63. Reserved. 64. For web applications, Licensee may not use this Product independently of other Esri Product(s). 65. Reserved. 66. For desktop applications or SharePoint, each license is per organization. For the purposes of this license, organization is equivalent to a principal registered unique domain identifier. Domain is the Internet domain name registered with a domain name registrar. For instance, in example.com, example.com is the registered unique domain identifier. Similarly, in example.com.xx, where xx is a registered country code, example.com.xx is the registered unique domain identifier. Desktop applications can be used by any employee of the organization with the principal registered unique domain identifier. There is no limit to the number of applications that can be built and deployed within an organization. E300 Page 5 of 16 12/07/2012 &. ell A: ADDENDUM 2 DATA TERMS OF USE (E300 -2) k. A, 0. This Data Terms of Use Addendum ( "Addendum 2 ") sets forth the terms of Licensee's use of Data and includes Licensee's existing master license agreement, if any, or the License Agreement found at http: / /www.esri.com /legal /software- license (as applicable, the "License Agreement "), which is incorporated by reference. This Addendum 2 takes precedence over conflicting terms of the License Agreement. Esri reserves the right to modify the Data terms of use referenced below at any time. For Data licensed through a subscription, Licensee may cancel the subscription upon written notice to Esri or discontinue use of the Data, as applicable. If Licensee continues to use the Data, Licensee will be deemed to have accepted the modification. Data terns of use are set forth in the notes referenced below: ArcGIS Online Data (1) • Data Appliance for ArcGIS (3) • StreetMap Premium for ArcGIS (2) • Business Analyst /Location Analytics Data (4, 10) StreetMap Premium for Windows Mobile (2) • Demographic, Consumer, and Business Data ( "Esri StreetMap Premium for ArcPad (2) Data ") (5, 10) StreetMap Premium for ArcGIS for Transportation • Data and Maps for ArcGIS (6) Analytics (2; Addendum 1, Note 1) • Address Coder Data (7, 10) • NAVTEQ Traffic Data (11; Addendum 1, Note 1) a Sourcebook•America Data (8, 10) ArcLogistics Data (2) • MapStudio Data (9) Notes 1. AivGIS Online Data: Software and Online Services that reference this note enable access to ArcGIS Online Data. ArcGIS Online Data is provided for use solely in conjunction with Licensee's authorized use of Esri Software and Online Services. Licensee may use Data accessed through ArcGIS Online as permitted under the terms of the URLs referenced below: a. NAVTEQ data is subject to the terms of use at http: / /www.esri.coin/�/ media /Files /Pdfs /legal/pdfs/i9791- navteq_use data.pdf. b. Tele Atlas /TomTom data is subject to the terms of use at http: / /www.esri.com/—/inedia/Files/ Pdfs /legal/pdfs /i9792- telcat]as use data.pdf. c. Data from i -cubed is subject to the terms of use at http : / /www.esri.com /— /inedia/Files /Pdfs /legal /pdfs /i9946- icu� d. Microsoft Bing Maps data is subject to the terms of use at http : / /www.esri.com/� /media/Files /Pdfs /legal /pdfs /e- 802 -b i ng- mapsves.pd f. e. BODC bathymetry data is subject to the terms of use found at https : / /www.bodc.ac.uk/data/online delivery /gebeo /terms of use /. 2. StreetMap Pr-ernium for ArcGIS.• StreetMap Premium for AYCGIS for Windows Mobile; StreetMap Premium for ArcPad; StreetMap Premium for ArcGIS for Transportation Analytics; ArcLogistics Data: StreetMap Premium Data may be used for mapping, geocoding, and single vehicle routing purposes but is not licensed for dynamic routing. For instance, StreetMap Premium Data may not be used to alert a user about upcoming maneuvers (such as warning of an upcoming turn) or to calculate an alternate route if a turn is missed. StreetMap Premium Data may not be used to perform synchronized routing of multiple vehicles. Data acquired for use with ArcGIS for Desktop, ArcGIS for Server, ArcPad, ArcGI S for Transportation Analytics, or ArcLogistics Software may only be used with the Product for which the Data was acquired, and may not be used with any other Product. StreetMap for Windows Mobile Data is licensed for use solely on mobile devices or in conjunction with ArcGIS for Mobile applications. Data may include data from either of the following sources: E300 a. NAVTEQ data is subject to the terms of use at http : / /www.esri.com /— /inedia/Files /Pdfs /legal/pdfs/i9791- navteq_use data.pdf. NAVTEQ data, when licensed for use in StreetMap Premium for ArcGIS for Transportation Analytics, permits tracking, multivehicle routing, and route optimization. b. Tele Atlas /TomTom data is subject to the terns of use at http: / /www.csri.com /� /media /Files /Pdfs /legal /pdfs /i9792- teleatias use data.pdf. Page 6of16 12/07/2012 &; 01 MI 0 k, 3. Data Appliance for• ArcG1S: Data provided with Data Appliance is subject to the following additional terms of use: a. Licensee may only use Data for North America with the North America collection of the Data Appliance for ArcGIS. This restriction applies to a large -scale (i.e., scale levels below 1:100,000) street map, transportation layer, boundaries and places layer, and one (1) -meter or better resolution imagery included in the USA Collection. This restriction does not apply to the small -scale (i.e., scale levels above 1:100,000) maps provided in the World Collection, which are intended for display at global and regional scales. b. NAVTEQ data is subject to the terms of use at http: / /www.esri.com/� /media /Files /Pdfs /legal/pdfs /i9791- n ante q�use d at a. p d f. c. Tele Atlas /TomTom data is subject to the terms of use at http : / /www.esri.coiiV— /media/ Files / Pdfs /legal/pdfs /i9792- teleatlas use data.pd,`. d. Data from i -cubed is subject to the terms of use at http : / /www.esri.com /-- /media/Files /Pdfs /legal/pdAli 9946- icubed.pdf. e. BODC bathymetry data is subject to the terms of use found at https : / /www.bodc.ac.uk/data/oniine delivery/gebco /terms of use /. 4. Business Analyst Data; Location Analytics Data: Business Analyst Data is provided with Esri's Business Analyst (Server, Desktop) or accessed through Business Analyst Online and Community Analyst. Location Analytics Data is accessed through Business Analyst Online APT, Community Analyst API, and Location Analytics API. The Data is subiect to the following additional terms of user a. The Data is provided for Licensee's internal business use solely in connection with Licensee's authorized use of Software. Business Analyst Data is restricted for use only in conjunction with the respective Business Analyst extension. Location Analytics Data is restricted for use only in conjunction with Business Analyst Online API, Community Analyst API, and Location Analytics API. If Licensee orders a license for Esri Business Analyst or Business Analyst (Canadian Edition), or for Business Analyst Online API, Community Analyst API, and Location Analytics API, with a subset of the national dataset (i.e,, Region, State, Local), Licensee may use only the licensed subset, not any other portion of the national dataset. b. Licensee's use of Canadian Edition Data with Business Analyst (Server, Desktop), Business Analyst Online API, Community Analyst API, or Location Analytics API is subject to the Use of Data Restrictions specific to Esri Business Analyst (Canadian Edition) Data. c. Infogroup data is subject to the following terms of use: "Users" means end users of Esri Software. Any use of the Infogroup database not expressly authorized in this License Agreement is strictly prohibited. Without limiting the generality of the foregoing, Users are expressly prohibited from (i) cobranding or otherwise providing the product or service on behalf of any third party; (ii) sublicensing or reselling the Infogroup database; (iii) using or allowing third parties to use the Infogroup database for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from any mailing list, geographic or trade directories, business directories, classified directories, classified advertising, or other compilation of information that is sold, rented, published, furnished, or in any manner provided to a third party; (iv) using the Infogroup database in any service or product not specifically authorized in this License Agreement or offering it through any third party; (v) disassembling, decompiling, reverse engineering, modifying, or otherwise altering the Infogroup database or any part thereof without Infogroup's prior written consent, such consent to be granted or withheld at Infogroup's sole discretion; or (vi) using the Infogroup database for any direct marketing purposes. d. NAVTEQ data is subject to the terms of use at http//www,esri.com/--/ media /Files /Pdfs /legal/pdfs /i9791- navteq use data.pd£ e. Tele Atlas /TomTom data is subject to the terms of use at http : / /www.esri.com /— /niedia/Files /Pdfs /Iegal/pdfs /i9792- teleatlas use data.odf. 5. Demographic, Consumer, and Business Data ( "Esri Data'): This Data category includes demographic, consumer, business, and Tapestry Segmentation datasets. Subject to the terms of the License Agreement and this Addendum 2, Licensee may use the Esri Data for any business purpose. E300 Page 7 of 16 12/07/2012 k� &. h. Mr L. M 6. Data and Maps for ArcGIS: The Data is available to licensed users of ArcGIS for Desktop, ArcGIS for Server, and ArcGIS Online. Data and Maps for ArcG1S is provided for use solely in conjunction with authorized use of ArcG1S for Desktop, ArcGIS for Server, and ArcGIS Online. a. Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at http: / /www.esri.com /legal /redistribution - rights, in the Help system, or in supporting Inetadata files, subject to the specific attribution descriptions and requirements for the dataset accessed. b. StreetMap Data may be used for mapping, geocoding, and routing purposes but is not licensed for dynamic routing purposes. For instance, StreetMap USA may not be used to alert a user about upcoming maneuvers (such as warning of an upcoming turn) or to calculate an alternate route if a turn is missed. 7. Address Coder Data: This Data is included with Address Coder and is provided for Licensee's internal business use solely in connection with Licensee's authorized use of Address Coder. 8. Sourcebook America Data: This Data is included with Sourcebook•America and provided for Licensee's internal business use solely in connection with Licensee's authorized use of Sourcebook•America. 9. MapStudio Data: Use of this Data is subject to the following terms and conditions: a. NAVTEQ data is subject to the terms of use at http://www.esri.com/-,/ media /Files /Pdfs /legal/pdfs /j9791- navteq use data.pdf. b. Tele Atlas /TomTom data is subject to the terms of use at http : / /www.esri.com /—/media/Files /Pdfs /legal /pdfs /j9792- teleatlas use data.pdf. c. Data from i -cubed is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/legal/vdfs/i9946 icubed.pd f. d. Infogroup Data is subject to the following terms of use: "Users" means end users of Esri Software. Any use of the Infogroup database not expressly authorized in this License Agreement is strictly prohibited. Without limiting the generality of the foregoing, Users are expressly prohibited from (i) cobranding or otherwise providing the product or service on behalf of any third party; (ii) sublicensing or reselling the Infogroup database; (iii) using or allowing third parties to use the Infogroup database for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from any mailing list, geographic or trade directories, business directories, classified directories, classified advertising, or other compilation of information that is sold, rented, published, furnished, or in any manner provided to a third party; (iv) using the Infogroup database in any service or product not specifically authorized in this License Agreement or offering it through any third party; (v) disassembling, decompiling, reverse engineering, modifying, or otherwise altering the Infogroup database or any part thereof without Infogroup's prior written consent, such consent to be granted or withheld at Infogroup's sole discretion; or (vi) using the Infogroup database for any direct marketing purposes. 10. Licensee may include Data in hard -copy or read -only format ( "Outputs ") in presentation packages, marketing studies, or other reports or documents prepared for third parties. Licensee shall not resell or otherwise externally distribute Outputs in stand -alone form. 11. ArcGlS.for Transportation Analytics — NAVTEQ traffic data option: This online data service is available as an option for use exclusively with ArcGIS for Transportation Analytics. Use of this data is subject to the following terms and conditions: a. NAVTEQ traffic data is subject to the terms of use at htip : / /www.esri.com /� /media/Files /Pdfs /legal/pdfs /i9791- navteq use data.pdf. b. No automatic routing or rerouting based on traffic conditions is permitted without the Navigation add -on. c. NAVTEQ traffic data may not be archived and may be delivered only for end users' personal, near -tern use, not to exceed one (1) twenty -four (24) -hour period. d. NAVTEQ traffic data may not be used to display or broadcast in any FM /AM /HD radio broadcast or television broadcast or throul4h any RDS delivery method. e. NAVTEQ traffic data may not be used with or incorporated into any traffic system that provides voice traffic reports to inbound callers. T. f. NAVTEQ traffic data may not be used to develop or commercially make available a text -to -voice e -mail alert or message or voice mail application using any portion of NAVTEQ traffic data. E300 Page 8 of'] 6 12/07/2012 ADDENDUM 3 ONLINE SERVICES ADDENDUM (E300 -3) This Online Services Addendum ( "Addendum 3 ") sets forth the terms of Licensee's u Licensee's existing master license agreement, if any, or the License Agreement found license (as applicable, the "License Agreement "), which is incorporated by reference. over conflicting terms of the License Agreement. Esri reserves the right to update the this Addendum 3 contains terms applicable to all Online Services; Section 2 contains Online Services. se of Online Services and includes the at http: / /www.esri.com /legal /software- This Addendum 3 takes precedence terms from time to time. Section 1 of common terms applicable to specific SECTION 1— COMMON TERMS OF USE OF ONLINE SERVICES ARTICLE 1— DEFINITIONS Li addition to the definitions provided in the License Agreement, the following definitions apply to this Addendum 3: a. "Anonymous Users" means individuals that do not qualify as Named Users but have limited access to Online Services. b. "API" means application programming interface. –c– `ArcGIS Webs* fe' means ttp: www.ai chi§ com arid-any related- or successor we sites. d. "Content" means Data, images, photographs, animations, video, audio, text, maps, databases, data models, spreadsheets, user interfaces, software applications, and Developer Tools. e. "Developer Tools" means software development kits (SDKs), APIs, software libraries, code samples, and other resources. f. "Named Users" means Licensee's employees; agents; consultants; contractors; or, for Education Plan accounts, registered students; whom Licensee authorizes to access Online Services for Licensee's exclusive benefit through Licensee's ArcGIS Online account, to which they are explicitly linked through unique, individual user names and passwords. Named Users have access to features of Online Services that are not accessible to Anonymous Users, Named Users' access to features of Online Services may be constrained by Named Users type as defined for specific Online Services and as described in the applicable Ordering Document or other product documentation. g. "Online Content" means Content hosted or provided by Esri as part of Online Services, including any Map Services, Task Services, Image Services, and Developer Tools and excluding Content provided by third parties that Licensee accesses through Online Services. h. "Service Components" means each of the following: Online Services, Online Content, ArcGIS Website, Developer Tools, Documentation, or related materials. i. "Licensee's Content" means any Content that Licensee or Licensee's Named Users submit to Esri in connection with Licensee's use of the Online Services, any results derived from the use of Licensee's Content with Online Services, and any applications Licensee builds with Developer Tools and deploy with Online Services. Licensee's Content excludes any feedback, suggestions, or requests for Product improvements that Licensee provides to Esri. j. "Value -Added Application" means an application developed using the Developer Tools and Online Services as enabled through Licensee's use of Online Services and that includes functions or features that do not expose native Online Services directly to Licensee's end users. Licensee is prohibited from exposing native Online Service capabilities substantially similar or equivalent to those provided to Licensee by Esri. k. "Web Services" as used under Licensee's existing signed license agreement, if any, means Online Services and any Content delivered by such Online Services. AR'T'ICLE 2 —USE OF ONLINE SERVICES 2.1 License to Online Services. Esri grants Licensee a personal, nonexclusive, nontransferable, worldwide license to access and use Online Services as set forth in the applicable Ordering Documents (i) for which the applicable license fees have been paid (if required), (ii) for Licensee's own internal use by Licensee and Licensee's Named Users or Anonymous Users (if applicable), and (iii) in accordance with this License Agreement and the licensed configuration on file as authorized by Esri. E300 Page 9 of 16 12/07/2012 t. he 4. 2.2 Provision of Subscription Online Services. For subscription Online Services, Esri will B a. Provide Online Services to Licensee in accordance with the Documentation; b. Provide customer support in accordance with Esri's standard customer support policies and any additional support Licensee may purchase; and c. Use commercially reasonable efforts to ensure that Online Services will not transmit to Licensee any Malicious Code, provided Esri is not responsible for Malicious Code that was introduced to Online Services through Licensee's account or through third -party Content. 2.3 Licensee's Responsibilities. Licensee and Licensee's Named Users or Anonymous Users (if applicable) are the only persons authorized to access Online Services through Licensee's accounts. Named Users' login credentials are for designated Named Users only and may not be shared among multiple individuals. Named Users' login credentials may be reassigned to new Named Users if the former users no longer require access to Online Services. Licensee and Licensee's Named Users are responsible for maintaining the confidentiality of Authorization Codes, Access Codes, Named Users' login credentials, or any other method that enables access to Online Services and for ensuring that unauthorized third parties do not access Licensee's account. Licensee will immediately notify Esri if Licensee becomes aware of any unauthorized use of Licensee's account or any other breach of security. 2.4 Prohibited Uses of the Online Services. In addition to the prohibited uses under the License Agreement, Licensee shall not (i) attempt to gain unauthorized access to the Online Services or assist others to do so; (ii) use Online Services for spamming, to transmit junk e -mail or offensive or defamatory material, or for stalking or making threats of physical harm; (iii) use Online Services to store or transmit software viruses, worms, time bombs, Trojan horses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment ( "Malicious Code "); (iv) mirror, reformat, or display Online Services in an attempt to mirror and /or make commercial use of Online Services except to the degree that Online Services directly enable such functionality; (v) share the client -side data cache derived from Online Services with other licensed end users or third parties; (vi) distribute the client -side data cache derived from Online Services to third parties; (vii) manually or systematically harvest information and data contained within Online Services; (viii) use ArcGIS Online Map Services, Geocoding Services, or Routing Services in connection with any products, systems, or applications installed or otherwise connected to or in communication with vehicles capable of vehicle navigation, positioning, dispatch, real -time route guidance, fleet management, or similar applications; or (ix) incorporate any portion of Online Services into a commercial product or service unless the commercial product adds material functionality to Online Services. 2.5 Evaluations. Esri may provide licenses to use certain Services for Licensee's internal evaluation purposes. Such licenses continue until the stated evaluation period expires or until Licensee purchases a subscription, whichever occurs first. IF LICENSEE DOES NOT CONVERT LICENSEE'S EVALUATION LICENSE TO A SUBSCRIPTION PRIOR TO EXPIRATION OF THE EVALUATION TERM, ANY CONTENT AND CUSTOMIZATIONS THAT LICENSEE UPLOADED OR MADE DURING THE EVALUATION TERM WILL BE PERMANENTLY LOST, IF LICENSEE DOES NOT WISH TO PURCHASE A SUBSCRIPTION, LICENSEE MUST EXPORT SUCH CONTENT BEFORE THE END OF LICENSEE'S EVALUATION PERIOD. 2.6 Modifications of Online Services. Esri reserves the right to alter, modify, deprecate, or discontinue Online Services and related APIs at any time. If reasonable under the circumstances, Esri will provide prior notice of any material alterations. Esri will attempt to support any deprecated APIs for up to six (6) months, unless there are legal, financial, or technological reasons not to support them. 2.7 Attributions. Licensee is not permitted to remove any Esri or its licensors' logos or other attribution associated with any use of ArcGIS Online Services. ARTICLE 3 —TERM AND TERMINATION The following supplements Article 5 —Tenn and Termination of the License Agreement: 3.1 Term of Subscriptions. The term of any subscription will be provided in the Ordering Document under which it is purchased or in the Online Services description referenced therein, E300 Page 10 of 16 12/07/2012 01 A5i $ 0} 61 Ge 3.2 Subscription Rate Changes. Monthly subscription rates may be increased upon thirty (30) days' notice. Esri may increase rates for subscriptions with a term greater than one (1) month by notifying Licensee at least sixty (60) days prior to expiration of the then - current subscription term. 3.3 Service Interruption. Licensee's access (including access on behalf of Licensee's customers) to and use of Online Services may be temporarily unavailable, without prior notice, for any unanticipated or unscheduled downtime or unavailability of all or any portion of Online Services, including system failure or other events beyond the reasonable control of Esri or its affiliates. 3.4 Service Suspension. Esri and its affiliates shall be entitled, without any liability to Licensee, to suspend access to any portion or all of Online Services at any time on a service -wide basis (a) if Licensee breaches the License Agreement, exceeds Licensee's usage limits, and fails to purchase additional license capacity sufficient to support Licensee's continued use of Online Services as described in Article 5 of this Addendum; (b) if there is reason to believe that Licensee's use of Online Services will adversely affect the integrity, functionality, or usability of the Online Services or that Esri and its licensors may incur liability by not suspending Licensee's account; (c) for scheduled downtime to conduct maintenance or make modifications to Online Services; (d) in the event of a threat or attack on Online Services (including a denial-of-service attack) or other event that may create a risk to the applicable part of Online Services; or (e) in the event that Esri or its affiliates determine that Online Services (or portions thereof) are prohibited by law or otherwise that it is necessary or prudent to do so for legal or regulatory reasons. If warranted under these circumstances, Licensee will be notified of any Service Suspension beforehand and allowed reasonable opportunity to take remedial action. 3.5 Esri is not responsible for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Licensee or any Licensee customer may incur as a result of any Service Interruption or Service Suspension, ARTICLE 4— LICENSEE'S CONTENT, FEEDBACK 4.1 Licensee's Content. Licensee is solely responsible for the development, operation, and maintenance of Licensee's Content and for all materials that appear on or in any of Licensee's Content. Licensee retains all right, title, and interest in Licensee's Content. Licensee hereby grants Esri audits licensors a nonexclusive, nontransferable, worldwide right to host, run, and reproduce Licensee's Content solely for the purpose of enabling Licensee's use of Online Services. Without Licensee's permission, Esri will not access, use, or disclose Licensee's Content except as reasonably necessary to support Licensee's use of Online Services, respond to Licensee's requests for customer support, or troubleshoot Licensee's account or for any other purpose authorized by Licensee in writing. If Licensee accesses Online Services with an application provided by a third party, Esri may disclose Licensee's Content to such third party as necessary to enable interoperation between the application, Online Services, and Licensee's Content. Esri may disclose Licensee's Content if required to do so by law or pursuant to the order of a court or other government body, in which case Esri will reasonably attempt to limit the scope of disclosure. It is Licensee's sole responsibility to ensure that Licensee's Content is suitable for use with Online Services and for maintaining regular offline backups using the Online Services export and download capabilities. 4.2 Removal of Licensee's Content. Licensee will provide information and /or other materials related to Licensee's Content as reasonably requested by Esri to verify Licensee's compliance with this License Agreement. Esri may remove or delete any portions of Licensee's Content if there is reason to believe that uploading it to, or using it with, Online Services violates this License Agreement. If reasonable under these circumstances, Esri will notify Licensee before Licensee's Content is removed. Esri will respond to any Digital Millennium Copyright Act take -down notices in accordance with Esri's Copyright Policy, available at http: / /www.esri.com /legal /dmca policy. 4.3 Sharing Licensee's Content. Online Services and ArcGIS Website include publishing capabilities that allow Licensee to make Licensee's Content available to third parties ( "Sharing Tools "). Licensee hereby grants to any third parties with whom Licensee elects to share Licensee's Content using such Sharing Tools the right and license to use, store, cache, copy, reproduce, (re)distribute, and (re)transmit Licensee's Content through Online Services subject to any terms of use and access restrictions that Licensee provides with Licensee's Content. ESRI IS NOT RESPONSIBLE FOR ANY LOSS, DELETION, MODIFICATION, OR DISCLOSURE OF LICENSEE'S CONTENT RESULTING FROM LICENSEE'S NAMED USERS' MISUSE OF SUCH SHARING TOOLS OR ANY OTHER SERVICE COMPONENTS. LICENSEE'S USE OF SUCH SHARING TOOLS IS AT LICENSEE'S SOLE RISK, E300 Page 1 I of 16 12/07/2012 n: A. A, G: 4. 4.4 Retrieving Licensee's Content upon Termination. Upon termination of the License Agreement or any trial, evaluation, or subscription, Esri will make Licensee's Content available to Licensee for download for a period of thirty (30) days unless Licensee requests a shorter window of availability or Esri is legally prohibited from doing so. Thereafter, Licensee's right to access or use Licensee's Content with Online Services will end, and Esri will have no further obligations to store or return Licensee's Content. ARTICLE 5— LIMITS ON USE OF ONLINE SERVICES; SERVICE CREDITS Esri may establish limits on the Online Services available to Licensee. These limits may be controlled through Service Credits. Service Credits are used to measure the consumption of ArcGIS Online services made available through Licensee's account. The maximum Service Credits provided with Licensee's ArcGIS Online account will be addressed in the applicable Ordering Document. Esri will notify Licensee's account administrator when Licensee's Service consumption reaches approximately seventy -five percent (75 %) of the Service Credits allocated to Licensee through Licensee's subscription. Esri reserves the right to suspend Licensee's account when consumption reaches one hundred percent (100 %) of the Service Credits allocated to Licensee's subscription. Licensee's access to the account will be restored immediately upon the completion of Licensee's purchase transaction for additional Service Credits for the subscription account. ARTICLE 6— ONLINE CONTENT; THIRD -PARTY CONTENT AND WEBSITES 6.1 Online Content, ArcGIS Online Data is included as a component of Online Services and is licensed under the terms of the License Agreement. 6.2 Third -Party Content and Websites. Online Services and ArcGIS Website may reference or link to third -party websites or enable Licensee to access, view, use, and download third -party Content. This Agreement does not address Licensee's use of third -party Content, and Licensee may be required to agree to different or additional terms in order to use third -party Content. Esri does not control these websites and is not responsible for their operation, content, or availability; Licensee's use of any third -party websites and third -party Content is as is, without warranty, and at Licensee's sole risk. The presence of any links or references in Online Services to third -party websites and resources does not imply an endorsement, affiliation, or sponsorship of any kind. ARTICLE 7— LICENSEE'S WARRANTIES Licensee warrants that Licensee's Content or use of Online Services with a product, process, or system not supplied by Esri or specified by Esri in its Documentation will not (i) infringe or misappropriate any third -party intellectual property rights or proprietary rights, (ii) violate any third party's privacy rights or any applicable law, or (iii) contain or transmit to a third party any Malicious Code. Except as prohibited by applicable law, Licensee agrees to defend, indemnify, and hold harmless Esri from and against any claim, action, liability, or demand arising out of a breach of the foregoing warranties. E300 Page 12 of 16 12/07/2012 0. ft SECTION 2 —TERMS OF USE FOR SPECIFIC ONLINE SERVICES Specific Online Services are subject to the terms of use set forth in the notes referenced below: • ArcGIS Online (1; 2; Addendum 2, Note l; Addendum 2, Note 6) • Business Analyst Online (3; Addendum 2Note 1: Addendum 2, Note 4) • Business Analyst Online Mobile (3; Addendum 2, Note 1; Addendum 2, Note 4) • Esri Business Analyst Online API for Adobe F lex, Microsoft Silverlight, SOAP, and REST (5; Addendum 2, Note 1; Addendum 2, Note 4) Notes 1. In addition to the common terms of use of Online Services: E300 • Community Analyst (3; Addendum 2, Note 1; Addendum 2, Note 4) • Esri Community Analyst API for Adobe Flex, Microsoft Silverlight, SOAP, and REST (5; Addendum 2, Note 1; Addendum 2, Note 4) • Esri Location Analytics API for Adobe Flex, Microsoft Silverlight, SOAP, and PEST (5; Addendum 2, Note 1; Addendum 2, Note 4) • Redistricting Online (2; Addendum 2, Note 1) • MapStudio (2a; 4; Addendum 2, Note l; Addendum 2, a. Licensee may use Licensee's ArcGIS Online account to build a Value -Added Application(s) using the ArcGIS Online Development Tools and Services enabled through Licensee's ArcGIS Online Plan account for Licensee's internal use. b. Licensee may also provide access to Licensee's Value -Added Application(s) to third parties, subject to the following terms: i. Licensee may allow Anonymous Users to access Licensee's Value -Added Application(s). ii. Licensee shall not add third parties as Named Users to Licensee's ArcGIS Online account for the purpose of allowing third parties to access Licensee's Value -Added Application(s). This restriction does not apply to third parties included within the definition of Named Users. iii. Licensee shall not provide a third party with access to ArcGIS Online Services enabled through Licensee's ArcGIS Online account other than through Licensee's Value -Added Application(s). This restriction does not apply to third parties included within the definition of Named Users. iv. Licensee is responsible for any fees accrued through the use of Licensee's ArcGIS Online account by third parties accessing Licensee's Value -Added Application(s). This includes Service Credits required to support third -party Online Services usage and any additional subscription fees for Online Services as required. v. Licensee is solely responsible for providing technical support for Licensee's Value -Added Application(s). vi. Licensee will restrict third -party use of Online Services as required by the terms of this Agreement. c. For ArcGIS Online ELA and Organization Plan accounts: Licensee is also permitted to: (1) Charge an additional fee to third parties to access Licensee's Value -Added Application(s), subject to the terms of this License Agreement; or (2) Transfer Licensee's Value -Added Application(s) to a third party's ArcGIS Online account, subject to the following: (a) Licensee may charge third parties a fee for Licensee's Value -Added Application(s). (b) Licensee is not obligated to provide technical support for the third party's general use of its ArcGIS Online account not related to Licensee's Value -Added Application(s). (c) Licensee is not responsible for any fees accrued through the third party's use of Licensee's Value - Added Application(s) that have been transferred to or implemented on the third party's ArcGIS Online account. Page 13 of 16 12/07/2012 �; 0. &: tl: a (d) Licensee is not permitted to invite licensees of an ArcGIS Online Public Plan to participate in private groups. This restriction also applies to licensees of Education Plan accounts and NPO/NGO Plan accounts. d. For ArcGIS Online Public Plan accounts, Education Plan accounts, and NPO/NGO use of AreGIS Online Organization accounts: Licensee is not permitted to charge an additional fee to third parties to access Licensee's Value -Added Application(s) or generate more than incidental advertising revenue as a consequence of the deployment or use of the Value -Added Application(s). Charging a fee to access Licensee's Value -Added Application(s) or generating more than incidental advertising revenue requires an ArcGIS Online ELA or Organization Plan account. e. ArcGIS Online Public Plan accounts: i. Public Plan accounts are licensed for the personal use of an individual. Any use of Public Plan accounts by an individual for the benefit of a for - profit business or a government agency is prohibited. • This restriction does not apply to educational institutions when used for teaching purposes only, qualified NGO/NPO organizations, and press or media organizations. Individuals affiliated with these specific types of organization are permitted to use ArcGIS Online Public Plan accounts for the benefit of their affiliated organization(s). ii. Public Plan account licensees are not permitted to create private groups or participate in any private group created by licensees of ArcGIS Online Organization, Education, NGO/NPO, or ELA Plans. f. Licensee is not permitted to be the licensee of an ArcGIS Online account for or on behalf of a third party. • This restriction does not apply to education institutions that are permitted to license ArcGIS Online Public Plan accounts on behalf of registered students of the education institution for teaching purposes only. Education institutions are also permitted to provide access to a single ArcGIS Online Public Plan account to more than one (1) registered student when used for teaching purposes only. g. The terms "Online ELA account," "Organization Plan account," "Public Plan account," and "Education Plan" account refer to different types of ArcGIS Online accounts. 2. Terms of Use for ArcGIS Online Content and Task Services: E300 a. The following ArcGIS Online Content and Task Services are not subject to AreGIS Online Organization Plan fee - based Service Credit consumption usage. There is no fee (unless otherwise noted) to use these services up to the predefined maximum usage limits shown below. Use of these services beyond the predefined usage limits requires an additional fee. These services may be used only in conjunction with ArcGIS Software or an ArcGIS Online account. i. Reap Services, Imagery Services, and Geometry Services: Licensee may put these services to any use consistent with these terms of use, subject to an aggregate limit of fifty million (50,000,000) transactions during any twelve (12) -month period. "Transaction" is defined in the Documentation at the ArcGIS Online Content resource center at http: // links .esri.com /agol /tratisactiondef. ii. Standard Task Services (available at http : / /tasks.aregisonline. coin ): Licensee may put these services to any use consistent with these terms of use, subject to the following: • Standard Geocoding Services: Licensee may use these services for search capabilities only, and results may not be stored for later use. Whenever results are stored for later use, a subscription is required. • Standard Rousing Services: Licensee is subject to a limit of five thousand (5,000) routing requests (as defined in the Documentation) during any twelve (12) -month period. iii. Subscription Task Services (available at http:// premiumtasks.arcgisonline.coni): Upon Licensee's payment to Esri of the applicable fee(s), Licensee may put these services to any use consistent with these terms of use. Licensee may store results for later use. Page 14 of 16 12/07/2012 Fit iv. Sample Services: Licensee may use these services for internal evaluation and development purposes only. All licenses for ArcGIS Online Services are subject to these terms of use and any additional restrictions or requirements identified in the Documentation. The following ArcGIS Online Service is subject to ArcGIS Online Organization Plan fee -based Service Credit consumption usage: ArcGIS Online World Geocoding Service (available at http :/ /geocode.ar egis.com): Licensee may use this service for search capabilities at no cost, but results may not be stored for later use. Upon Licensee's payment for an ArcGIS Online subscription or Service Credits, Licensee may batch geocode and store results for later use. 3. Licensee may not display or post any combination of more than one hundred (100) Esri Business Analyst Online or Community Analyst Reports and maps on Licensee's external websites. 4. Licensee may create, publicly display, and distribute maps in hard copy and static electronic format for news - reporting purposes, subject to any restrictions for ArcGIS Online Data set forth in Addendum 2, Note 1, 5. Licensee may develop software or web applications that use Business Analyst Online API, Community Analyst API, or Location Analytics API to access, query, create, display, and redistribute Reports and resultant static, electronic maps to end user(s) of Licensee's software or web applications. If Licensee has an anonymous user subscription, Licensee may provide access to Licensee's Value -Added Application(s) to anonymous end users, limited to the number of Reports Licensee has paid for. End user(s) of Licensee's software or web applications may use Reports and maps for internal ur oses -onl- and notfor further redistribution. "1� ort s "tneans an fohnatted out ut createdb - the Business Anal st P P Y P (� -- Y P Y_ Y Online API, Community Analyst API, or Location Analytics API Products, which includes PDF, CSV, Excel, HTML, and XML formats. Licensee shall not redistribute any Data in vector formats. Licensee and Licensee's end users are prohibited from using Reports or other output generated by Business Analyst Online API, Community Analyst API, or Location Analytics API as a substitute for Business Analyst Online API, Community Analyst API, or Location Analytics API, including, but not limited to, (i) combining and including such output in one or more files or databases and (ii) making such output available through a multiuser computer application. For clarity, end users may save Reports locally for their own internal use. For publicly facing applications developed with Business Analyst Online API (Canadian Edition), Reports and Data may be produced or exported in static formats only (e.g., JPEG, PDF); Licensee must ensure that Licensee's application does not allow Canadian Edition Reports to be exported as CSV, XML, HTML, or XLS files or in any other format that readily enables extraction or manipulation of the file's contents. Licensee is solely responsible for providing technical support for Licensee's Value -Added Application(s). E300 Page 15 of 16 12/07/2012 dx r„ a_ b.. ku Nr ADDENDUM 4 LIMITED USE PROGRAMS (E300 -4) ae a This Limited Use Programs Addendum ( "Addendum 4 ") applies to any Licensee that has been qualified by Esri or its authorized distributor to participate in any of the programs described herein. This Addendum 4 includes the Licensee's existing master license agreement, if any, or the License Agreement found at http: / /www.esri.com /legal /software- license (as applicable, the "License Agreement "), which is incorporated by reference. This Addendum 4 takes precedence over conflicting terms of the License Agreement. Esri reserves the right to update the terms from time to time. • Educational Programs (1) • Home Use Program (3) • Grant Programs (2) 1 1 • Other Esri Limited Use Programs (4) Notes 1. Educational Programs: Licensee agrees to use Products solely for educational purposes during the educational use Term. Licensee shall not use Products for any administrative use unless Licensee has acquired an administrative use Term License. Licensee shall not use Products for revenue - generating or for - profit purposes. 2. Grant Programs: Licensee may use Products only for Noncommercial purposes as specified in the Esri grant document. Licensee shall not use Products for revenue - generating or for - profit purposes. 3. ArcGIS for Home Use Prograin: a. All ArcGIS for Home Use Program Products are provided as Term Licenses and are identified on Esri's Home Use Program website found at http: / /www.esri.com /software /arcgis /arcgis- for -home or Licensee's authorized distributor's website. b. Esri grants to Licensee a personal, nonexclusive, nontransferable, Single Use License solely to use the Products provided under the ArcGIS for Home Use Program as set forth in the applicable Ordering Documents (i) for which the applicable license fees have been paid, (ii) for Licensee's own Noncommercial internal use, (iii) in accordance with this License Agreement and the configuration ordered by Licensee or as authorized by Esri or its authorized distributor, and (iv) for a period of twelve (12) months unless terminated earlier in accordance with the License Agreement. "Noncommercial" means use in a personal or individual capacity that (i) is not compensated in any fashion; (ii) is not intended to produce any works for commercial use or compensation; (iii) is not intended to provide a commercial service; and (iv) is neither conducted nor funded by any person or entity engaged in the commercial use, application, or exploitation of works similar to the licensed Products. c. Installation Support. Installation Support for a period of ninety (90) days is included with ArcGIS for Home Use. As discussed further on the Esri or authorized distributor's website, Esri provides technical support in response to specific inquiries. Installation Support will apply only to unmodified Software. Software is provided only for standard hardware platforms and operating systems supported by Esri as described in the Software Documentation. Esri is not responsible for making or arranging for updates to interfaces for nonstandard devices or custom applications. Esri Installation Support will be provided in compliance with the Esri ArcGIS for Home Use Installation Support document on the Esri website at http:// www.esri.com /— /media/Files /Pdfs /legal/pdfs /home- use- installation- support.pdf. Esri supports users solely with the installation of Esri Software. Esri's Support website is at littp:/support.esri.com /en /support. Support provided by an authorized distributor will be in accordance with the distributor's technical support program terms and conditions. 4. Other Esri Limited Use Programs: If Licensee acquires Products under any limited use program not listed above, Licensee's use of the Products may be subject to the terms set forth in the applicable launching page or enrollment form or as described on Esri's website in addition to the nonconflicting terms of this Addendum 4. All such program terns are incorporated herein by reference. E300 Page 16 of'] 6 12/07/2012 Mai-ell : 13,;201,3 Jt lail Webster City of Soutla Miatni 6130 Surrsq:Driive South Mi<rii, FL 33143 0. fee: Esrl,Sole Source Justification for Geographic Information Syster11 S, iCfxyare Dear Mr. webster, Thls loner, confirllas that Esri, as owner and rn.aiiuhWurer is the,sol&source provider ofsofi rare maintenance (teelanicatsupport plus Esri soffivaro updtkes /upgradcs).i`er, Esri'prodaacts.. Iran effoit to support diversity in;: fecic r it coratractira , sri °lias authorized certain small Land /Or disadvantaged cori liatii.cs (see GSA. Advantagel for details) aas resellers of 1 �ri.producfs to eli�i?�le entities tiurchasing und' r a :GSA Schedule; including the fcallotvua� l�r� ducts `i tlii r�� °ise tavallabhl only from Esri: ArcolS forAvlation BuiadJk, C'ert<�ai i Bsri iiisiructor -led tmininl . • ArcUIS -for Desktop. Advanced ArcGIS for Desktop Stxtndard ; ArcGIS for Mari.timc: Bathyrrnetry Bundle. ArcGIS for Maritime: Chatfiing 61,11)c11e r ArcCilS for Server and extensions courses I;sri Business Analyst Server Esri l3efenw Mapping Esri Production Mapping Esri distribute4 certain softliv are licenses, excludijig those} 1isletl above, through open-market value-added ded reseller�s Arid distributors. if you have further questions, please contact me at 9097193 -2853, extension 1- 1990. `, %2.313..s WO trcC�ISfir'Avitttianl3tEntitt: Cartuiiapr�piietary ;traiaainbccaurses • ArCiIS I'or Iycsktap Advanced; * 1241 BI* isiness'An€rlyst 5er vi i + Ai G15 l6t Desktop Stanilttt sri Defense Ivlappiia iund;le AreGIS,forMaritinw fuel) }n7efiry Bundy 13sri DOvelopei 1*IsEtivork {Ll}TT*1) * McGIS #`car. M'ariti 111c. C;hnijing I3 rndlr : sUbseriptions ArcQjS fA.r,Seruer;arid gnensions. ®_ EsH MapStudio 4i ArcGIS Onfiii6 (6XO dltaAdata owncd by 3s" l srl k acts and Higinvays party providers): +� Portal: . flmted Portal for ArcGlS o ArcGliSiRuntime find Extension s Iran effoit to support diversity in;: fecic r it coratractira , sri °lias authorized certain small Land /Or disadvantaged cori liatii.cs (see GSA. Advantagel for details) aas resellers of 1 �ri.producfs to eli�i?�le entities tiurchasing und' r a :GSA Schedule; including the fcallotvua� l�r� ducts `i tlii r�� °ise tavallabhl only from Esri: ArcolS forAvlation BuiadJk, C'ert<�ai i Bsri iiisiructor -led tmininl . • ArcUIS -for Desktop. Advanced ArcGIS for Desktop Stxtndard ; ArcGIS for Mari.timc: Bathyrrnetry Bundle. ArcGIS for Maritime: Chatfiing 61,11)c11e r ArcCilS for Server and extensions courses I;sri Business Analyst Server Esri l3efenw Mapping Esri Production Mapping Esri distribute4 certain softliv are licenses, excludijig those} 1isletl above, through open-market value-added ded reseller�s Arid distributors. if you have further questions, please contact me at 9097193 -2853, extension 1- 1990. `, %2.313..s WO k.: &. G. 4n Quote Summary 9b 650484554 003167471 32ABH 250 - 000 -09 -1 04/17/2013 CITY OF SOUTH MIAMI Thanks for choosing Dell! Your quote is detailed below; please review the quote for product and informational accuracy. If you find errors or desire certain changes please contact your sales professional as soon as possible. Sales Professional Information SALES REP: LEE58 KENDRICK PHONE: 1800 - 5713355 Email Address: Lee kendrick(a)dell.com Phone Ext: 80000 GROUP: 1 QUANTITY: 1 SYSTEM PRICE: $9,735.61 GROUP TOTAL: $9,735.61 Description Quantity PowerVault MD1220, Rackmount SAS, 24 Bay, Power Supply (224 -7093) 1 HD Multi - Select (341 -4158) 1 2 Encl Mgmt Modules, SAS Only (330 -6058) 1 Bezel ASSY,MD1220 (313 -8747) 1 6Gb SAS Cable, 1 M (330 -6062) 1 6Gb SAS Cable, 1 M (330 -6062) 1 PERC H800 RAID Kit for External JBOD, 1Gb NV Cache (342 -1559) 1 RackRails, RapidRails for Dell Rack (330 -6048) 1 Dell Hardware Limited Warranty Plus On Site Service Extended Year (907 -8248) 1 MISSION CRITICAL PACKAGE: Enhanced Services, 3 Year (907 -8308) 1 Dell Hardware Limited Warranty Plus On Site Service Initial Year (907 -8507) 1 Mission Critical Package: 4 -Hour 7x24 On -Site Service with Emergency Dispatch, 2 Year Extended (908 -1372) 1 ProSupport : 7x24 HW / SW Tech Support and Assistance , 3 Year (908 -1562) 1 Mission Critical Package: 4 -Hour 7x24 On -Site Service with Emergency Dispatch, Initial Year (909 -2600) 1 Dell ProSupport. For tech support, visit http : / /support.dell.com /ProSupport or call 1 -800- 945- 3355(989 -3439) 1 On -Site Installation Declined (900 -9997) 1 Proactive Maintenance Service, PV, 1 Event per yr, 1yr (988 -9507) 1 Power Cord, NEMA 5 -15P to C13, 15 amp, wall plug, 6 feet / 2 meter (310 -9965) 1 Power Cord, NEMA 5 -15P to C13, 15 amp, wall plug, 6 feet / 2 meter (310 -9965) 1 Hard Drive Filler,Single Blank (341 -9998) 12 60OGB 1 OK RPM SAS 6Gbps 2.5in Hot -plug Hard Drive (342 -0848) 12 GROUP:2 QUANTITY:1 PowerEdge R720 (225 -2133) SYSTEM PRICE: $6,900.68 Description GROUP TOTAL: $6,900.68 Quantity 1 6. Page I of 3 mhtml:file: / /Z: \Commission Items \2013 \5- 7- 13 \GIS SERVER_SOFTWARE \Quote Summ... 4/23/2013 Quote Summary �1, a< Mission Critical Package: 4 -Hour 7x24 On -Site Service with Emergency Dispatch, 2 Year Extended (936 -4573) 1 ProSupport: 7x24 HW / SW Tech Support and Assistance, 3 Year (936 -4613) 1 Dell Hardware Limited Warranty Plus On Site Service Extended Year (939 -2678) 1 Dell Hardware Limited Warranty Plus On Site Service Initial Year (939 -2768) 1 Mission Critical Package: 4 -Hour 7x24 On -Site Service with Emergency Dispatch, Initial Year (988-9221) 1 Dell ProSupport. For tech support, visit http : / /support.dell.com /ProSupport or call 1 -800- 945- 3355(989 -3439) 1 MISSION CRITICAL PACKAGE: Enhanced Services, 3 Year (996 -8019) 1 On -Site Installation Declined (900 -9997) 1 Proactive Maintenance Service Declined (926 -2979) 1 Thank you, No AppAssure Trial at this time (332 -0514) 1 PowerEdge R720 Shipping (331 -4437) 1 Risers with up to 6, x8 PCIe Slots + 1, x16 PCIe Slot (331 -4440) 1 vFlash SD Slot Filler (318 -2036) 1 iDRAC7 Express (331 -3481) 1 ca Page 2 of 3 — Broadcom 6720- QP -1Gb Network- Daughter Card (430- 4418) — — - - 1- 3.5" Chassis with up to 8 Hard Drives (342 -3587) 1 Bezel (318 -1375) 1 Power Saving Dell Active Power Controller (330 -5116) 1 RAID 5 for H710P/H710/H310 (3 -16 HDDs) (331 -4382) 1 PERC H710 Integrated RAID Controller, 512MB NV Cache (342 -3529) 1 Intel Xeon E5 -2640 2.50GHz, 15M Cache, 7.2GT /s QPI, Turbo, 6C, 95W, Max Mem 1333MHz (317 -9595) 1 Heat Sink for PowerEdge R720 and R720xd (331 -4508) 1 DIMM Blanks for Systems with 1 Processor (317 -8687) 1 PCIE Slot Filler, PowerEdge R720/R720x (331 -4509) 1 No Additional Processor (331 -4611) 1 4GB RDIMM, 1333 MT /s, Low Volt, Dual Rank, x8 Data Width (317 -5135) 6 1333 MHz RDIMMs (331 -4422) 1 Performance Optimized (331 -4428) 1 60OGB 15K RPM SAS 6Gbps 3.5in Hot -plug Hard Drive (342 -2056) 3 Electronic System Documentation and OpenManage DVD Kit for R720 and R720xd (331- 5914) 1 DVD + / -RW, SATA, INTERNAL (313 -9090) 1 ReadyRails Sliding Rails With Cable Management Arm (331 -4433) 1 Dual, Hot -plug, Redundant Power Supply (1 +1), 1100W (331 -4607) 1 Power Cord, NEMA 5 -15P to C13, 15 amp, wall plug, 10 feet / 3 meter (310 -8509) 2 Windows Server 2008 R2 SP1, Standard Edition, Includes 5 CALS (421 -5433) 1 Windows Server 2008 R2 SP1, Standard Edition, Media Kit (421 -5440) 1 mhtm1:f 1e: / /Z: \Commission Items \2013 \5- 7- 13 \GIS SERVER_SOFTWARE \Quote Summ... 4/23/2013 Quote Summary 'Total Purchase Price: Product Subtotal: Tax: Shipping & Handling: State Environmental Fee: Shipping Method: $16,636.29 $16,636.29 $0.00 $0.00 $0.00 LTL 5 DAY OR LESS (" Amount denoted in $) Page 3 of 3 Statement of Conditions The information in this document is believed to be accurate. However, Dell assumes no responsibility for inaccuracies, errors, or omissions, and shall not be liable for direct, indirect, special, incidental, or consequential damages resulting from any such error or omission. Dell is not responsible for pricing or other errors, and reserves the right to cancel orders arising from such errors. Dell may make changes to this proposal including changes or updates to the products and services described, including pricing, without notice or obligation. This proposal is not intended to create a contractual relationship. Unless expressly agreed otherwise in a writing signed by the parties, all orders by CITY OF SOUTH MIAMI for Dell products and services shall be subject to Dell's Terms and Conditions of Sale- Direct, which can be found atwww.dell.com /terms, and which incorporate Dell's U.S. Return Policy, at www.delf.com /returnpolicv#total . Please read those terms carefully and in their entirety, and note in particular that Dell EqualLogic and EqualLogio-branded products, DeIIIEMC and EMC - branded products, PowerVault ML6000 tape libraries, non -Dell- branded enterprise products, enterprise software, and customized hardware or software products may not be returned at any time. Orders also shall be subject to the terms of any applicable service contract (s), which can be found at www.dell.com /servicecontracts. All information supplied to CITY OF SOUTH MIAMI for the purpose of this proposal is to be considered confidential information belonging to Dell. About Dell Dell Inc. (NASDAQ: DELL) listens to customers and delivers innovative technology and services they trust and value. Uniquely enabled by its direct business model, Dell is a leading global systems and services company and No. 34 on the Fortune 500. For more information, visit http: /Avww.dell.com /. Privacy Policy Dell respects your privacy. Across our business, around the world, Dell will collect, store, and use customer information only to support and enhance our relationship with your organization, for example, to process your purchase, provide service and support, and share product, service, and company news and offerings with you. Dell does not sell your personal information. For a complete statement of our Global Privacy Policy, please visit deli.com /privacy. mhtm1:fi1e: / /Z: \Commission Items \2013 \5- 7- 13 \GIS SERVER_SOFTWARE \Quote Summ... 4/23/2013