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HomeMy WebLinkAbout1995 S Amendment to Master Purchase Agreement Between Orange County and Environmental Systems Research Institute (ESRI) f. / �• I 5 L Environmental Systems Research Institute,Inc. +' 380 New York Street -�-' n Redlands,CA 92373 (909)793-2853 AMENDMENT NO. 1 TO MASTER PURCHASE AGREEMENT BETWEEN THE COUNTY OF ORANGE, NORTH CAROLINA (COUNTY), AND ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. (ESRI) CONTRACT NO. 92P1291 Amendment No. 1 is hereby incorporated by reference and made an integral part of Master Purchase Agreement No. 92P1291. The Agreement, as amended,is hereby renewed for the period through June 15, 1997. This Amendment No. 1 is comprised of two (2) parts. The first part amends and updates the basic Agreement Articles(ESRI No.92P1291, dated 6/23/92). The second part amends and updates pricing,terminology, and procedures in the Attachments to the Agreement. Part 1—Basic Agreement Amendments Article 3—Extension and Modification Add the following sentence at the end of the first paragraph: "Supplementary pricing may be incorporated for new software or reduced prices by formal notice by ESRI." Article 4—Termination; Cancellation, Section 4.2 Replace Section 4.2 with the following: "Purchase Orders, other than for the initial purchase,may be terminated by the County in whole or in part, upon forty-five(45) days'written notice to ESRI. There will be no cancellation charge for terminated Software purchases unless the Software has been delivered. In this case the cancellation will require County payment of return shipping costs. The County has the right to terminate hardware purchases forty-five(45) days prior to scheduled delivery without cost. After hardware delivery or within forty-five (45)days of scheduled delivery,termination of the hardware purchase is subject to a manufacturer cancellation charge not to exceed 35 percent(35%)of hardware list price." Article 6—Orders, Section 6.1 Replace this section with the following: "Written Purchase Orders will be provided to ESRI or your ESRI Marketing Representative based on the fees specified in the Attachments. Normally the Purchase Order will be processed directly to ESRI,but for ArcCADO,ArcView®for Windows/Macintosh, or PC ARC/INFO® software, the Purchase Order may also be processed through an authorized ESRI Distributor/ Dealer. In the absence of an ESRI Distributor/Dealer, the Order may be sent to ESRI in Redlands or to the applicable ESRI Regional Office. ArcCAD,ArcView, and PC ARCM4FO are registered trademarks of Environmental Systems Research Institute,Inc. A92-P1291-A1/RB 1 7/7/95 TIEnvironmental Systems Research Institute,Inc. 380 New York Street ' LJ LL Redlands,CA 92373 (909)793-2853 "The County is requested to confirm software discount pricing level, hardware pricing,and model availability with ESRI prior to placement of a Purchase Order. The County will make payment directly to ESRI under the terms of this Agreement except for ArcCAD,ArcView for Windows/Macintosh, or PC ARC/INFO software purchased through an ESRI Distributor/Dealer." Article 6—Orders, Section 6.2 Delete the last sentence and replace with the following: "Attachment D,Form 1 must be completed and accompany all Purchase Orders for UNIX-based software to ensure delivery of the correct software." Article 6—Orders, Section 6.3 Delete the last sentence and replace with the following: "Software support must be obtained in the following ratio: for floating licenses,one (1) Primary Support subscription for up to nine(9) Secondary Support subscriptions;for Node-Locked 3-Paks, one (1)Primary support subscription for up to nine (9) 3-Pak Secondary Support subscriptions (see Attachment E,ESRI User Support Policy)." Add/Revise the following in the numerical Purchase Order List: 4. ESRI Master Purchase Agreement number. 7. Completed Attachment D,Form 1. Article 8—Pricing Replace this section with the following: "ESRI will provide the software specified in Attachment A at the prices specified. One initial license at full list price is required in each category before the software discounts specified in this Agreement can be implemented for that category. "Hardware purchases will be accomplished in accordance with procedures in Attachment B. ESRI is subject to hardware vendors'price fluctuations; however,the County shall be provided a firm quote for hardware valid for sixty (60) to ninety (90) days upon written request. "ESRI will provide the services as specified in Attachment C at current list price. "New software,services,or reduced prices may be added by supplements to the Attachments by formal notice by ESRI. Prices stated are exclusive of shipping,installation, and tax unless otherwise specified." Article 9—Delivery Add the following to the end of the first sentence: "For hardware orders, the ordering party shall confirm delivery dates with ESRI's hardware manager prior to placing orders." A92-P 1291-A 1/RB 2 7/7195 Environmental Systems Research Institute,Inc. ' 380 New York street Redlands,CA 92373 (909)793-2853 Article 10—Terms of Compensation, Section 10.1 Replace with the following: "10.1 "Software will be invoiced 50 percent(50%)upon delivery and 50 percent(50%) upon installation and acceptance by the County or user agency when installed by ESRI;when self- installed by the County or user agency,acceptance is considered to have occurred ten (10) working days after delivery and acceptance is then automatic unless arranged otherwise by mutual written agreement of the parties. "Hardware will be invoiced 100 percent(100%) upon delivery and installation. Installation is considered to have occurred within ten(10)working days of delivery unless arranged otherwise by mutual written agreement of the parties." Article 11—Infringement Delete this section in its entirety as it is now covered under the Software License Agreement contained in Attachment D of this Agreement- Article 14—Attachments Replace the list of Attachments with the following: "ARTICLE 14—ATTACHMENTS The following Attachments are incorporated into this Agreement and are therefore made a part hereof: Attachment A—ESRI Software License Fees—Domestic • ARCANFO Workstation Software Fees • ARC/INFO University LAB KIT Fees • Desktop Software Fees Attachment B Hardware Purchases Attachment C ESRI Services Attachment D—ESRI Software Licenses • ARC/INFO License Form 1 • Addendum 1—Use Agreement for ARC/INFO University LAB KIT Licenses (Requires signature and completion of Attachment D,Form 1) • Addendum 2 ArcView–University LAB KIT Campus License Agreement (Requires signature and completion of Attachment D,Form 1) • Addendum 3—ESRI ArcUSA/ArcWorld/ArcScene USA Tour Database License Agreement • Addendum 4—ESRI Software License Agreement—Desktop Software • Addendum 5—ARC1INF0 Software Development Libraries License (Requires signature and completion of Attachment D,Form 1) Attachment E—ESRI User Support Policy for Workstation and Desktop Software Attachment F—Implementation Services" A92-P 1291-A 1/RB 3 7/7/95 �N1 Environmental Systems Research Institute,Inc. 380 New York Street , Redlands,CA 92373 n (909)793-2853 Part 2—Update to Attachments A through G Prices, terminology,and procedures in Amendment No. 1 are revised as follows: Attachments A through F are hereby deleted in their entirety and replaced with the updated Attachments A through F,which are attached hereto and incorporated herein. All other terms and conditions of Agreement No.92P1291 remain without change and remain in full force and effect. EACH OF THE UNDERSIGNED PARTIES AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day written. ENVIRONMENTAL SYSTEMS COUNTY OF ORANGE RESEARCH INSTITUTE, INC. "County" 11ESRI11 By: By u orized Signature Authorized Signature Printed Name: P Printed Name: LAM DANGEF3MOriD Nft CHAIR, ORANGE COUNTY w Title: BOARD OF COMMISSIONERS Title: / Date: /�/�S� Date: A92-P 1291-A 1/RB 4 7/7/95 Environmental Systems Research Institute,Inc. 380 New York Street n Redlands,CA 92373 (909)793-2853 ATTACHMENT A ESRI SOFTWARE LICENSE FEES DOMESTIC ARCANFO SOFTWARE PRODUCTS These software license discounts are offered to County and its identified qualified agencies. A.1 Prices These discounts shall remain in effect for two (2)years from the date both parties have signed this Agreement and then shall be adjusted according to the mutual consent of the County and ESRI. In the interim, supplemental prices will be provided for additional Central Processing Units (CPUs) and software packages as they are released. Primary support is included for the first year on workstation licenses. ARC/INFOO software is programmed to operate with unique workstation CPUs and operating systems. These workstation CPUs may be referred to as Platforms in this and other ESRI documents. Ninety (90) days of technical support is included on desktop software licenses. After the first year, primary support is the only option for sites with only one(1) ARC/INFO license. Primary support sites that have more than one ARCANFO license and have at least one current primary subscription can purchase up to nine(9) secondary support subscriptions at a reduced price in conjunction with each primary support subscription. Full details of support requirements are included as Attachment E hereto. The County may purchase additional ESRI software under the pricing schedule identified in Attachment A. Quantity discount is to be determined based on total number of copies purchased, cumulated from beginning of contract under this Agreement,except for desktop software which has lot quantity discounts. Except as stated above for the first license purchased, discounted software license fees include secondary support for the first year. If primary support is desired or required,it should be ordered with each initial order, and the additional amount due will be the difference between primary and secondary support fees. Installation, training, additional copies of documentation, and other materials and services are available at list prices or at ESRI's then-current rates,whichever is greater. There is no installation or training included with these prices (see Attachment C—ESRI Services). A.2 General Discount Conditions The discounted software license prices in this Agreement are based on the following conditions: a. No separate benchmarks or demonstrations of the software may be required for orders. ARC/INFO and PC ARC/INFO are registered trademarks of Environmental Systems Research Institute,Inc. A92-P1291-A1/RB A-1 717/95 Environmental Systems Research Institute,Inc. 380 New York Street Redlands,CA 92373 (909)793-2853 b. Orders do not require an extensive proposal,preparation of a competitive bid,preparation of a turnkey proposal including hardware, or extensive negotiations or demonstrations. c. No new software or applications procedures are being developed for these licenses. d. This discount is not applicable to commercial or private entities. e. For each secondary site within each ordering entity,each must pay the required annual maintenance fee for at least one copy of each software product licensed(ARCfINFO, NETWORK,TIN,etc.) by each CPU category(server, workstation, and PC) and manufacturer(IBM, Sun, etc.)in order to obtain software maintenance and update service. f. The Primary Support Site shall support no more than nine (9) Secondary Floating Seats or nine (9) secondary Node-Locked 3-Pak units. g. Users who have purchased a Node-Locked 3-Pak may purchase their first Floating Seat at the second-copy discount rate. h. When calculating quantity discounts,Node-Locked 3-Paks and Floating Seats each count separately. i. There is no quantity discount on the Node-Locked 3-Pak for users who have purchased a Floating Seat. These users must purchase their first Node-Locked 3-Pak at the first-copy rate. j. Workstation quantity discounts are cumulative for the life of the Agreement. A.3 Workstation Software License Pricing a. Floating and Node-Locked License Pricing All supported UNIX OpenVMS platforms operate within the following floating and node-locked environment. You may use the Software and Related Materials regulated by the License Manager for your internal use on as many Central Processing Units (CPUs) as you have licensed Floating or Node- Locked Seats. Floating Seats Nod-Locked 3-Paks License No_ ARC/INFO Extensions 3-Pak No. ARC/114170 Extensions sions 1st $18,000.00 $2,550.00 ea. 1st $25,000.00 $5,100.00 ea. 2-10 9,900.00 ea. 1,400.00 ea. 2-4 16,250.00 ea. 3,300.00 ea. 11-25 8,100.00 ea. 1,150.00 ea. 5+ 11,200.00 ea. 2,750.00 ea 26+ 7,100.00 ea. 1,150.00 ea. Shipping Fees: See A.10 Class D User Guides: One set of User Guides is provided for each Floating Seat and Node-Locked 3-Pak purchased including"on-line"documentation CD Delivery: Unless agreed otherwise,within thirty(30)days of receipt of correct order and completed Client Workstation CPU Information Form A92-P 1291-A 1/RB A-2 7/7/95 Environmental Systems Research Institute,Inc. 380 New York Street 71 Redlands,CA 92373 n (909)793-2853 • Additional Software Installation Kits are available separately (see A.4 for pricing). ARC/INFO workstation releases include "on-line" documentation. • Node-Locked ARCIINFO 3-Paks may be used with Node-Locked or Floating Extension products. • Node-Locked Extension 3-Paks must all be of the same type (e.g., 3 TIN). 3-Paks cannot be comprised of different extensions (i.e., 1 TIN, 2 NETWORK). • Extensions are priced above for NETWORK,TIN, COGO,GRID, and ArcScan. • ArcStorm-,ArcExpress', and Database Developer's Kit, see A.4 for pricing. A.4 Other Workstation Software License Pricing a. ArcStorm Shipping Fee Cl a • ArcStorm-1st License Q Floating Seats) (each) $3,000 NSP • ArcStorm—Additional License(1 Seat) (each) 500 NSP (See Note 3 below.) Notes: 1. Existing ARC/INFO Version 6.x users(i.e.,existing ARC/INFO users prior to the final release of Version 7.x)may be entitled to some ArcStorm licensing through the ArcStorm "Giveaway" Program for Existing ARCANFO Users (i.e., the Existing User Program). 2. The new ArcStotm product is supported by the ARC/INFO Version 7 environment(not ARCANFO Version 6.x). 3. Additional licenses are delivered by keycode only. b. ArcExpress Shipping Quantity Pt= Fee Class 1-10 $995 NSP 11-25 750 NSP 26-50 600 NSP 51+ 450 NSP • ArcExpress is sold as a single-user floating license. Node-locked licensing is not available. c. ArcView Version 2 and/or Avenue for Workstations See A.9.a,ArcView Version 2—Avenue Workstation UNIX and OpenVMS. ArcStorm and ArcExpress are trademarks of Environmental Systems Research Institute,Inc. A92-P1291-A1/RB AT 7/7/95 Environmental Systems Research Institute,Inc. 380 New York Street Redlands,CA 92373 (909)793-2853 d. Database Developer's Kit Shipping Fee Class ARC/INFO Database Developer's Kit 1st License(each) $5,000 A 2+Licenses(each) 3,250 A • Call ESRI Marketing at(909) 793-2853,extension 1375 for details. e. Font Library Shipping Bio Fee Class ARCIINFO Font Library(each) $500 A A.5 Software Installation Kit Each kit sells for$400. A separate kit is required for each platform possessing a different operating system. There are no quantity discounts. Shipping Fee Class D A.6 Installation by ESRI See Attachment C. A.7 ARC/INFO Software Development Library (Are5d1) Shipping List Price Fee!Qlass ArcSd1-Single-User License $10,000.00 NSP • ArcShc provides a significant portion of ARC/iNFO proprietary information and, therefore,there are requirements on the licensee for pre-disclosure of use and other information by way of technical discussions. After disclosure discussions,acceptance of the order and delivery will be at the sole option of ESRI. The prospective licensee shall contact ESRI Marketing,if an order for ArcShc is planned to be initiated,to commence above procedures and to avoid delay in processing. • This software is available for workstation platforms but not for PC platforms. The Software is subject to terms and conditions of the ArcShc License,Attachment D— Addendum 3 to the ARC/INFO Software License Agreement,and is included herein with Attachment D licenses. • The pricing includes five (5) days of training at ESRI in Redlands and software delivery is at completion of training. • Support for ArcShc is described in Attachment C. • See Attachment D,Addendum 5,License. ArcShc is a trademark of Environmental Systems Research Institute,Inc. A92-P 1291-A 1/RB A-4 7/7195 Environmental Systems Research Institute,Inc. 380 New York Street Redlands,CA 92373 n (909)793-2853 A.8 Educational Institution Pricing a. University Workstation LAB KIT The University must sign a University LAB KIT License Agreement(obtained from ESRI Marketing or Contracts)for the various LAB KITS that follow. The License Agreement must be submitted at the time of order. Once a University has licensed an original particular Master LAB KIT,additional licenses and related materials may be ordered without signed amendments by providing the following language in the signed purchase order: "By accepting this order, both parties agree to amend the ESRI (Name) LAB KIT License Agreement Number (License Number) between (insert University Name) and Environmental Systems Research Institute,Inc. (ESRI), dated (insert original Agreement date), which is incorporated herein by reference, to include the above ordered items,which are hereby licensed under the same terms and conditions." License Manager Floating Seat(FS)Licenses and Node-Locked (N-L) Licenses(see Attachment D, Addendums 1, 2, 3, and 4). Pricing applies to all supported Platforms and includes NETWORK,TIN,GRID,COGO, and ArcScan extensions, ArcExpress, ArcStorm,ArcView, plus ArcUSA ,ArcWorld',ArcScene, and Digital Chart of the World data sets. 5= Floating Seat LAB KIVI) 1Pak Node-Locked LAB KWO ARC/INFO ARC/INFO Software Software 1st Copy $6,000.00(2) Class D 1st 3-Pak $7,000.00(2) Class D Ea.Addtl.Copy 1,500.00(3)(4) Additional 3-Pak 2,000.00(3)(4) b. PC ARC/INFOO Master LAB KIT $750.00 • Includes ARC/INFO single-user license,media, and documentation • Ninety (90)days of complimentary telephone support • Understanding GIS (PC ARC/INFO version) • PC ARC/INFO training kits Additional PC ARCANFO LAB KIT Components • PC ARC/INFO License $200,00 • PC ARCANFO License including software media $350.00 • Any documentation and tutorials 40 percent discount off list price University and LAB KIT notes: (1) Each license includes all extensions and one year of software support. (2) First unit includes ARC/INFO,AvenueTM,media,documentation,and LAB KIT materials. (3) Includes license,hardware key,or keycode,only. Does not include media or documentation. (4) LAB KIT may have no more than 10 units. Additional units must be purchased as part of another LAB KIT. PC ARCANFO is a registered trademark of Environmental Systems Research Institute,Inc. ArcUSA and ArcWorld are trademarks of Environmental Systems Research Institute,Inc. Avenue is a trademark of Environmental Systems Research Institute,Inc. A92-P1291-A1/RB A-5 7/7195 Environmental Systems Research Institute,Inc. 380 New York Street n Redlands,CA 92373 (909)793-2853 c. ArcCAD University LAB KIT $1,000.00 • Includes ArcCAD Software(including ArcView,Hardware Key, and Documentation • Ninety (90)days of complimentary telephone technical support. Additional ArcCAD LAB KIT Components • ArcCAD License(deliverable: hardware key) $200.00 • ArcCAD License,Media,Hardware Key $350.00 • ArcCAD User's Guide $ 15.00 • ArcCAD Programmer's Guide $ 15.00 • ArcCAD Command Reference Manual $ 25.00 • $ 5.00 Digitizer Template d. ArcView Version 2 Master LAB KIT • ArcView Version 2 for Windows or Macintosh(including media and documentation) $250.00 • Avenue for Windows or Macintosh $250.00 • ArcView Version 2 for UNIX or OpenVMS $350.00 • Avenue for UNIX or OpenVMS $350.00 Additional ArcView for Windows or Macintosh University LAB KIT Components • ArcView for Windows or Macintosh License $100.00 • Avenue for Windows or Macintosh License $100.00 • ArcView Version 2 for Windows or Macintosh License,Media, and Documentation $250.00 • Avenue for Windows or Macintosh License,Media,and Documentation $250.00 Additional ArcView for UNIX or OpenVMS University LAB KIT Components • ArcView for UNIX or OpenVMS License $150.00 • Avenue for UNIX or OpenVMS License $150.00 • ArcView for UNIX or OpenVMS License,Media, and Documentation $300.00 A92-P 1291-A 1/RB A-6 7/7/95 Environmental Systems Research Institute,Inc. •' 380 New York Street Redlands,CA 92373 n (909)793-2853 e. ESRI University Data Package LAB KIT $250.00 • ArcUSA 1:2M Single-User License,Media, and Documentation • ArcWorld 1:3M Single-User License,Media,Documentation • ArcScene USA Tour Single-User License,Media,and Documentation • Digital Chart of the World Single-User License,Media, and Documentation • Additional Single-User Licenses(license only—no other deliverables) $100.00 f. Higher Education Site License Program Contact ESRI Marketing/Contracts for information,License forms, and processing instructions. g. K-12 Bundle/Adopt-a-School For K-12 Bundle License and procedures,call Charlie Fitzpatrick at the ESRI–Minneapolis Regional Office at(612)4540600 for Adopt-a-School details. h. Student Pricing ArcView Version 2 for Windows or Macintosh (single person License) $250.00 Contact ESRI Marketing at(909)793-2853, extension 1375 for details. i. Student Pricing for ESRI Software Other than ArcView Contact Mike Phoenix at ESRI at(909)793-2853,extension 1970, for evaluation,pricing, and licensing procedures. j. University Licensing Conditions (1) Only one (1) physical location per LAB KIT. Purchasers must acquire additional LAB KITS to equip additional laboratories. (2) Software support for LAB KITS is in addition to any other ARC/INFO Software Support. (3) Additional Workstation Type refers to any new platform possessing an operating system executables which require ESRI to issue new media. (4) University prices for standard Floating Seat and Node-Locked Workstation Licenses cover software and first-year support. Desktop software warranty and support are stated in the respective license delivered with the software. (5) University(Educational Institution)Licenses under these discounts are licensed for research or instructional purposes only. No commercial,for-profit use is authorized. (6) University Workstation LAB KIT Licenses (see Attachment D,Addendums 1, 2, 3,and 4)require separate institution signature. A92-P 1291-A 1/RB A-7 7/7/95 Environmental Systems Research Institute,Inc. 380 New York Street Redlands,CA 92373 " (909)793-2853 A.9 Supplemental Pricing and Desktop Software Fees a. ArcView Version 2—Avenue Workstation UNIX and OpenVMS UNIX/ PRICES OpenVMS Shipping and Handling Quantitv ArcView Avenue ArcView and Avenue Class 1-5 $1,995 $2,995 $3,495 See A.10, "B" 6+ $1,796 $2,696 $3,146 See A.10, "B" b. ArcView—Avenue MS Windows, Windows NT, and Macintosh Windows NT PRICES and Macintosh Shipping and Quantity ArcView Avenue ArcView and Avenue Handling Class 1-5 $995 $1,595 $1,995 See A.10, "B" 6+ $896 $1,436 $1,796 See A.10, "B" c. ArcView–Avenue Multi-License Pack Discounts—UNIX and Windows/Macintosh ArcView Version Z PRICES ArcView Avenue and Avenue Bundle 20-License Pack for Windows 3.X or NT $16,915 $27,115 $33,915 20-License Pack for Macintosh $16,915 $27,115 $33,915 20-License Pack for UNIX&OpenVMS 1 $33,915 $50,915 $59,415 • S&H—See A.10, Class "A." d. PC ARC/INFO or ArcCAD Discount Schedule PC ARC/INFO(all modules included)or ArcCAD Discounts STATE AND LOCAL GOVERNMENT PRICING Shipping and Quantity Unit Price Handling 1 $2,550 See A.10, "E" $2,396 See A.10, "E" 6-10 $2,246 See A.10, "E" 11-15 $2,097 See A.10, "E" 16-25 $1,947 See A.10, "E" 6+ 1,797 See A.10, "E" NOTE: A.9.a, b,c, and d fees are order lot quantity discounts and are not cumulative. A92-P 1291-A 1/RB A-8 7/7/95 Environmental Systems Research Institute,Inc. 380 New York Street Redlands,CA 92373 n (909)793-2853 A.10 Shipping and Handling Costs for Classes A-F (Lots of twenty [20] or less items) Surface 2nd-Day Overni ht CLASS A(3 LBS.AVERAGE) 1st Item $5.00 $10.00 $21.00 Each Thereafter 0.80 3.55 4.89 CLASS B (5 LBS.AVERAGE) 1st Item 10.00 15.00 26.00 Each Thereafter 1.22 4.89 6.65 LASS C (15 LBS.AVERAGE) 1st Item 10.00 25.00 40.00 Each Thereafter 3.50 10.05 21.96 CLASS D ( 1 LBS.AVERAGE) 1 st Item 15.00 40.00 60.00 Each Thereafter 7.53 21.39 45.01 CLASS E(40 LBS. AVER-E) 1st Item 20.00 55.00 65.00 Each Thereafter 9.68 27.42 58.73 LA F(69 LBS. AVERAGE) 1st Item 35.00 85.00 120.00 Each Thereafter 16.68 47.82 98.27 Example: 10 each Class A 12.20 45.50 69.90 Call ESRI at (909) 793-2853, extension 1262, for shipping and handling costs for lots greater than twenty (20). A92-P1291-A1/RB A-9 7/7195 Environmental Systems Research Institute,Inc. 380 New York Street Redlands,CA 92373 ry (909)793-2853 ATTACHMENT B HARDWARE PURCHASES B.1 Hardware Purchase Procedures ESRI is a value-added hardware reseller. As such,ESRI is restricted from selling hardware to any user who does not purchase ESRI®software. The County acknowledges ESRI's representations in this regard. ESRI shall provide hardware prices by written quotation prior to issue of an order. The County's order will be issued prior to start of any work. B.2 ESRI Installation of Workstation and/or Peripheral Equipment ESRI,or its designee,shall install all equipment ordered under this Agreement in the County's designated office within 120 days(if possible), depending on vendor inventory/delivery schedules. Installation dates may be changed by mutual consent of ESRI and the County. This installation shall include the successful interfacing and testing of equipment according to standard procedures associated with each manufactured item of the system. The unpacking and placement of equipment shall be the joint responsibility of the equipment vendor and the County,with ESRI providing coordinative support. B.3 Procedures at Site During the installation period,ESRI shall coordinate with the hardware vendor to guide the County's system administrator on the installation and administration of the new hardware system as it relates to the operation of ARCANFOO and related ESRI software. As the two parties work together on systems installation tasks,the systems administrator will be guided through key procedures needed to install and administer ARGINFO and related software on the equipment. The following will be covered: • Starting up the system and individual devices and shutting them down in an orderly fashion • Checking disk space availability, obtaining files and directory listings,setting up accounts and permission/access rights, and creating workspaces for the software • Loading and/or restoring files on tape • Modifying user line and terminal settings where necessary BA Deliverables • Hardware system as ordered • Interfaced ESRI software and hardware,as applicable ESRI is the company name and a registered trademark of Environmental Systems Research Institute,Inc. ARC/INFO is a registered trademark of Environmental Systems Research Institute, Inc. A92-P1291-A1/RB B-1 7/7195 Environmental Systems Research Institute,Inc. 380 New York Street Redlands,CA 92373 (909)793-2853 • Vendor Performance(Acceptance)tests • Assistance in familiarization with operation of hardware(ESRI and hardware vendor,as applicable) B.5 Responsibilities a. The County shall designate a person to act as system administrator who will learn the procedures for system installation,operation,maintenance coordination, and problem identification. b. The County shall, at its own expense, prepare the designated site in accordance with specifications and communications with a member of ESRI's staff. These preparations shall include installation of appropriate electrical wiring, air conditioning,heating,humidity control,lighting, and space for hardware components. c. ESRI shall coordinate the shipping,insurance, and delivery of the various hardware components,including communication with the County regarding appropriate logistics. d. The County shall provide appropriate insurance coverage for the equipment after delivery. e. ESRI shall provide an on-site specialist to interface the various hardware components, coordinate with the hardware vendor representatives in performing the various acceptance testing of each equipment component, and familiarize the users in use of the hardware. B.6 Acceptance of Equipment Unless otherwise agreed to in writing, acceptance of equipment shall occur when the hardware vendor,ESRI, and the County jointly verify that the equipment is installed and is operating in accordance with the manufacturer's published specifications. B.7 Manufacturer's Warranty and Infringement Indemnity The hardware warranty and infringement indemnity flow through from each respective manufacturer to the client user. A92-P1291-A1/RB B-2 7/7195 E8R1 Environmental Systems Research Institute,Inc. +' 380 New York Street w Redlands,CA 92373 (909)793-2853 ATTACHMENT C ESRI SERVICES C.l ESRI Software Installation Upon receipt of a Purchase Order for software installation,ESRI shall successfully install and test all software ordered under this Agreement. ESRI is responsible for the interfacing of additional hardware only if such items are identified in the current ESRI®documentation and are fully operational on the date of ESRI software installation. ESRI technical personnel will work on-site with assigned County staff who will be familiarized in maintaining and supporting the software systems installed. Deliverables • ESRI software installed and tested on the specified computer system (separate line item purchase). • Orientation of County technical personnel in installation and maintenance of software. Resnonsibilities a. The County will provide the completed Registered Client Information Form and Configuration Form to ESRI(see Attachment D, Form 1). Workstation software cannot be shipped until this information is received at ESRI in Redlands, California. b. The County shall provide technical staff,as needed,including the County system administrator,to work with ESRI staff,install software,and learn basic maintenance and management procedures for software. If software is to be installed on or interfaced to County equipment not furnished by ESRI,County technical staff shall participate in the software installation and shall provide assistance in interfacing ESRI-supplied software with County's computer operating system and County's peripheral devices; County technical staff shall be available during training to assist with operating system adjustments,minor bug fixes, and so forth. County shall provide system administrator-level access to ESRI on its computer system and provide requested user accounts required for software installation. Accotance of Software When on-site installation is ordered and subsequently provided by ESRI,software shall be accepted by each County ordering party when ESRI and the party jointly agree in writing that the modules are operational according to the current published specifications as demonstrated by completion of the ARC/INFO Installation Summary and Functionality Test. Where self-installation occurs by each ordering party,acceptance shall occur within fifteen (15)days of shipment. ESRI is the company name and a registered trademark of Environmental Systems Research Institute,Inc. A92-P 1291-A 1/RB C-1 7/7195 Environmental Systems Research Institute,Inc. 380 New York Street Redlands,CA 92373 (909)793-2853 On-site installation is available at$2,500 for a single workstation, $3,500 for multiple workstations at the same site,not to exceed two (2) days on-site. Each physical site is considered to be a separate installation. All travel and per diem expenses are included. Please consult with ESRI for scheduling details. C.2 ESRI Software Training When ordered, ESRI shall train users in the operation of the software programs installed. The training program will be conducted at the offices of the ordering party or another mutually agreed convenient location. For each on-site course, the County shall select no more than ten (10) of its staff for training. ESRI shall present a general overview of each program and have each student use each program to solve a problem from a previously distributed problem set. The introductory course extends over a period of five(5) class days. In addition,training is available at the Redlands Learning Center and Regional Office locations throughout the United States. Contact should be made with the ESRI Learning Center, (909)793-2853,extension 1585, for other course offerings, site availability,schedule, and registration information. Deliverables • Users trained in use of ESRI software. • One set of course materials for each trainee. Responsibilities a. ESRI shall provide all training materials and a trainer for conducting the courses. b. For training at County facilities,the County shall provide a classroom equipped with large tables comparable to drafting tables,chalkboard,movable seats,terminals, and computer time adequate to process various student jobs. Students should be able to leave their materials in the classroom after the day's training. Training may be purchased either on-site or at ESRI for standard fees in accordance with current ESRI policy. C.3 Implementation Services Implementation Services are contracted by way of a quote and purchase order process on a time- and-materials basis. Attachment G provides the description of staffing and hourly labor rates that currently apply. Information and arrangements are available from the Implementation Services program manager at (909) 793-2853, extension 1764. A92-P 1291-A 1/RB C-2 7/7/95 n Environmental Systems Research Institute,Inc. 71 380 New York Street Redlands,CA 92373 n (909)793-2853 CA Software Support Description and Conditions Primary and Secondary Support Options are available and described on the next page and in Attachment E. Additional conditions and other important information is provided below. a. Any Secondary Support Site can be upgraded to a Primary Site by paying the difference in the fee between the Primary and Secondary Support fees. b. Secondary Support Service is provided through the Primary Support User(i.e.,all calls regarding user questions are made to the Primary Support User, not to ESRI) and updates are provided to the Primary Support User. c. Sites pay an annual support fee based upon the total number of seats of each type they have licensed. If a site adds additional seats, they will pay a prorated support fee for the new seat(s) when the next support renewal comes up. This will keep all seats on the same renewal schedule and allow ESRI to invoice each customer only once per year. d. Floating and Node-Locked Seats are considered separate products and are counted separately when calculating Software Support fees. Node-Locked Seats are billed by the number of 3-Paks, not seats. e. Every tenth Floating Seat (e.g., lst, 1 lth, 21st) and every tenth Node-Locked 3-Pak (e.g., 1st, 11th, 21st) is a Primary Seat and will receive software and documentation updates and telephone technical support contacts. Separately purchased documentation and Software Installation Kits will require separately purchased updates. f. Software Support fees are due and payable annually in advance. If prohibited from paying in advance,contact ESRI for fee amounts for payment quarterly in arrears. In arrears fees include additional administration and handling charges. C.5 Domestic Floating and Node-Locked Annual Support Fees a. ARCANFO and Extensions &al- Floating Seats 3-Pak No. Node- nrked 3-Paks Primary ARC/INFO Extensions Primary 'ARC/INFO Extensions 1, 11, 21 $3,000.00 $500.00 1st, 3-Pak, $4,000.00 $1,100.00 & on FS 11th, 21st, &on 3-Pak Secondary $1,200.00 ea. $200.00 ea. Secondary $1,600.00 ea. $440.00 ea. 2-10, 12-20, 2-10, 12-20 22-30 & on FS 22-30, & on 3-Pak Extensions include NETWORK,TIN,COGO, GRID, and ArcScan. A92-P1291-A1/RB C-3 7/7/95 Environmental Systems Research Institute,Inc. 380 New York Street Redlands,CA 92373 (909)793-2853 b. ArcStorm Support Fees ff s Annual Fee se ( Seats) 500 itional License(1 Seat) 100 c. ArcExpress Support Fees Level Annual Fee Primary Maintenance 150 Secondary Maintenance 120 d. ArcShc Single-User Support Fee $1,100.00 per year C.6 University Workstation LAB KIT Annual Support Fees License Manager Floating Seat(FS) Licenses and Node-Locked (N-L)Licenses. Floating Seat TAB ITT 3 Node-Locked T.AR ICTT 2nd Year 2nd Year S.T1R SURDW 1st Copy $3,000.00 1st 3-Pak $4,000.00 Ea.AMU.Copy 500.00 Additional 3-Pak 1,000.00 • A LAB KIT may have no more than ten(10)units. • Applies to all UNIX-based Platforms and includes ARC/INFO NETWORK,TIN,GRID, COGO, and ArcScanff Extensions. C.7 Desktop Products Annual Technical Support Assistance Program (ASAP) a. Single-User Support--Standard Commercial and University Annual Support Fees Single-User Support (each) No. of Callers Annual Fee Arc View(Windows and Macintosh) 1 195 Avenue(Windows and Macintosh) 1 295 ArcView(UNIX) 1 395 EAvenue NIX) 1 495 5 5 NF 1 595 ArcScan is a trademark of Environmental Systems Research Institute,Inc. A92-P1291-A1/RB C-4 7/7/95 Environmental Systems Research Institute,Inc. ' 380 New York Street Redlands,CA 92373 n (909)793-2853 C.8 Multi-User Support for ArcView, Avenue, ArcCAD, and PC ARC/INFO Multi-User Maximum Number of Users No. of Callers Annual Fee 120 Users (all above) 2 2,400 A92-P 1291-A 1/RB C-5 7/7/95 Environmental Systems Research Institute,Inc. 380 New York Street n Redlands,CA 92373 (909)793-2853 ATTACHMENT D ARCANFO WORKSTATION SOFTWARE LICENSE AGREEMENT COMMERCIAL and STATE GOVERNMENTS Contract No. This is a license agreement and not an agreement for sale. This license agreement(Agreement)is between (Licensee), and Environmental Systems Research Institute, Inc. (ESRI), and gives Licensee certain limited rights to use the proprietary ARC/INFOO Software and Related Materials(Software and Related Materials). All rights not specifically granted in this Agreement are reserved to ESRI. Reservation of Ownership and Grant of License: ESRI retains exclusive title and ownership of any copy of the Software and Related Materials licensed under this Agreement and, hereby, grants to Licensee a personal,nonexclusive,nontransferable license to use the Software and Related Materials pursuant to the terms and conditions of this Agreement. From the date of receipt,Licensee agrees to use reasonable effort to protect the Software and Related Materials from unauthorized use,reproduction, distribution, or publication. Copyright: The Software and Related Materials are owned by ESRI and are protected by United States copyright laws and applicable international treaties and/or conventions. Licensee agrees not to export the Software and Related Materials into a country which does not have copyright laws that will protect ESRI's proprietary rights. Definitions: As used herein, the following words, phrases, or terms in this Agreement shall have the following meanings: "Software" means the actual copy of all or any portion of the computer programs delivered on the Software Media Kit,inclusive of backups,updates,or merged copies permitted hereunder or subsequently supplied by ESRI. "Related Materials" means all of the printed materials,user documentation,training documentation, and confidential software activation code supplied by ESRI under this Agreement. "License Manager" means the installed software program that administers the distribution of seats to requesting end users. Permitted Uses: • ESRI employs a nondestructive License Manager to limit use of the licensed Software to specific computer networks and/or computer systems. As each configuration of central processing units and/or networked systems may be unique,Licensee agrees to conform Licensee's use of the Software to the Software system configuration licensed from ESRI. Said configuration is incorporated herein by this reference,inclusive of any written modifications approved by ESRI. • Licensee may install the Software onto the licensed computer systems. ARCANFO is a registered trademark of Environmental Systems Research Institute,Inc. A92-P1291-A1/RB D-1 7/7195 Environmental Systems Research Institute,Inc. 380 New York Street Redlands,CA 92373 n (909)793-2853 • Licensee may make only one copy of the Software for archival purposes unless the right to make additional copies is granted to Licensee in writing by ESRI. Uses Not Permitted: • Licensee may not sell, rent, lease, sublicense,lend, time-share or transfer,in whole or in part, or provide unlicensed Third Parties access to prior or present versions of the Software and Related Materials, any updates, or Licensee's rights under this Agreement. • Licensee may not reverse engineer, decompile,or disassemble the Software, or make any attempt to unlock or bypass the License Manager software program used. • Licensee may not alter,modify,or create any derivative works of the Software and Related Materials. • Licensee may not make additional copies of the Software and Related Materials. • Licensee may not remove or obscure any copyright or trademark notices. Assignment: Licensee shall not assign this contract or Licensee's rights hereunder without the prior written consent of ESRI. Any purported assignment without such consent shall be null and void. Term: The license granted by this Agreement is for a term of three (3)years,which will be automatically renewed for subsequent three(3)year terms, with no additional license fee,subject to ESRI's then current licensing policies. The Agreement will automatically terminate without notice if Licensee fails to comply with any provision of this Agreement. Licensee will then return to ESRI the Software,Related Materials, and any whole or partial copies,codes,modifications, and merged portions in any form. The parties hereby agree that all provisions,which operate to protect the rights of ESRI, shall remain in force should breach occur. Software Support: A one (1) year complimentary period of support is provided with each license effective from the date of keycode issuance. Support consists of software and documentation updates and access to Telephone User Support and other benefits that are specified in the current ARCANFO User Support Policy. Software support beyond the complimentary period is available,payable yearly in advance,and subject to rates and policies then in effect. Limited Warranty: ESRI warrants that the unaltered Software will substantially conform to the Related Materials for a period of one(1) year from the date of keycode issuance. ESRI warrants that the media upon which the Software is provided and Related Materials will be free from defects in materials and workmanship under normal use and service for a period of ninety (90)days from the date of receipt. ESRI DISCLAIMS ALL OTHER WARRANTIES,EITHER EXPRESS OR IMPLIED, INCLUDING,BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,WITH RESPECT TO THE SOFTWARE AND RELATED MATERIALS. Exclusive Remedy and Limitation of Liability: During the warranty period, ESRI's entire liability and Licensee's exclusive remedy shall be, at ESRI's option, to attempt to correct or work around errors,to replace the Software and Related Materials in accordance with the ESRI A92-P 1291-A 1/RB D-2 7/7/95 Environmental Systems Research Institute,Inc. 380 New York Street Redlands,CA 92373 n (909)793-2853 ARCIINFO User Support Policy,or to return the license fees paid and terminate the Agreement upon the Licensee returning the Software and Related Materials to ESRI or its Distributors with a copy of Licensee's receipt. ESRI shall not be liable for indirect,special, incidental, or consequential damages related to Licensee's use of the Software and Related Materials, even if ESRI is advised of the possibility of such damage. Indemnity: ESRI, at its own expense,will defend and indemnify Licensee from all claims that the Software and Related Materials furnished under this Agreement infringe a U.S.Copyright, provided that Licensee gives ESRI prompt written notice of such claims and permits ESRI the sole right to control the defense of all such claims and provide ESRI all reasonable cooperation. As to any Software and Related Materials which are or in the opinion of ESRI may become subject to a claim of infringement,ESRI,at its option,will obtain the right for Licensee to continue using the Software and Related Materials or replace or modify the Software and Related Materials so as to make them noninfringing. If none of the alternatives are available on commercially reasonable terms then Licensee agrees to return the Software and Related Materials upon ESRI's written request. ESRI will not indemnify or defend Licensee from any infringement claim resulting from Licensee's modification or alteration of any Software and Related Materials. This section states ESRI's entire obligation to Licensee and Licensee's sole and exclusive remedy for copyright infringement. Export Regulations: Licensee acknowledges that this Agreement and the performance thereof are subject to compliance with any and all applicable United States laws,regulations,or orders relating to the export of computer software or know-how relating thereto. ESRI®Software and Related Materials have been determined to be Technical Data under United States export laws. Licensee agrees to comply with all laws,regulations, and orders of the United States in regard to any export of such Technical Data. Licensee agrees not to disclose or re-export any Technical Data received under this Agreement in or to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Licensee has obtained prior written authorization from ESRI and the U.S. Office of Export Control. The countries restricted at the time of this Agreement are Cuba,Haiti,Iraq,Libya, Montenegro,North Korea,Serbia, and South African military,police,and related entities. Severability: If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction,the validity, legality,and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. No Implied Waivers: No failure or delay by ESRI in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by ESRI. Order of Precedence: Any conflict between the terms of this License Agreement and any Purchase Order or other terms shall be resolved in favor of the terms of this License Agreement. Additional Software Licenses: Additional ARC/INFO or extension software licenses may be ordered without signed amendments provided the following language is incorporated in the signed ESRI is a registered trademark of Environmental Systems Research Institute,Inc. A92-P1291-A1/RB D-3 7/7195 Environmental Systems Research Institute,Inc. 380 New York Street , Redlands,CA 92373 (909)793-2853 Purchase Order: "By accepting this order, both parties agree to amend the Master Software License Agreement Number between and Environmental Systems Research Institute,Inc. (ESRI), dated(insert Master Software Lict . Agreement date],which is incorporated herein by reference, to include the above software licenses, which are hereby licensed under the same terms and conditions." General: This license may be modified by an amendment signed by the parties. If any provision of this Agreement shall be unlawful,void, or for any reason unenforceable,it shall be deemed severable from,and shall in no way affect the validity or enforceability of,the remaining provisions of this Agreement. This Agreement will be governed by the laws of the United States of America and the State of North Carolina. Entire Agreement and Amendments: This Agreement and the Attachments, which are incorporated by reference,constitute the sole and entire agreement of the parties as to the matter set forth herein and supersede any previous agreements, understandings, and arrangements between the parties relating hereto. Except as otherwise expressly provided herein, any Amendments to this Agreement must be in writing and signed by an authorized representative of each party. The attachment is as follows: Attachment D—Form 1: Client Workstation CPU Information IN WITNESS WHEREOF,the parties hereto have executed this Agreement to be effective, valid, and binding upon the parties as of the date below as executed by their duly authorized representatives. Accepted and Agreed: ENVIRONMENTAL SYSTEMS RESE4RCH INSTITUTE, INC. (Count ( S By: g Authorized Signature Authorized Signature Printed Name: o es Printed Name: LAURA CHAIR, ORANGE COUNTY Vice Freeldont Title: BOARD OF COMMISSIONERS Title: Date: ,� 9•S^ Date: q�f� /V/6 A92-P 1291-A 1/RB D-4 7/7/95 Environmental Systems Research Institute,Inc. `•1 380 New York Street Redlands,CA 92373 n (909)793-2853 ATTACHMENT D—Form 1 Client Workstation CPU Information Client Name: User#: License#: (if known) Peripherals Currently Used as Part of GIS System (check only if used): Primary Contact/Administrator: Manvfils= Lit Plotter printer CalComp ❑ ❑ ❑ Tektronix ❑ Mailing Address: Raster Graphics p Versatec ❑ Numonics ❑ Altek ❑ Telephone No.: GTCO ❑ Fax No.: Other ❑ ❑ ❑ X terminals Ship to/Bill to in accordance with (Manufacturer) Purchase Order unless directed otherwise in writing. Base CPU and CPU Operating System MakelModel: Operating System: AOSNS UNIX ULTRIX VMS Serial#: Other(Specify) Media Type Requited: CD—ROM (Circle One) Site (End User) Technical Contact Name Phone No. Fax No. Licensed Software—Workstation (University LAB KITS: Show LAB KIT Sizes) Floating Maintenance/ Node Locked Maintenance/ License User Support (3-Pak) User Support Software Licensed (Quantity) Pri. Sec. (Quantity) Pri. Sec. ARC/INFO AR NETW RK AR TIN ARC/INFO COGO ARC/INFO GRID Arc an Arc torrn y' ArcEx y ArcView y Note: This will be assumed to be a taxable transaction unless the following documentation is provided upon execution of this license: 1. Direct Pay Certification No. and a copy of the applicable state documentation, or 2. A copy of your Tax Exemption Certificate. A92-P 1291-A 1/RB D-5 7/7195 r . Environmental Systems Research Institute,Inc. , j 380 New York Street Redlands,CA 92373 n (909)793-2853 ATTACHMENT D—Addendum 1 Contract No. USE AGREEMENT FOR ARCIINFO AND/OR ArcView UNIVERSITY LAB KIT Notice: Environmental Systems Research Institute, Inc. (ESRI), will not distribute or release LAB KIT* for use at your institution unless we receive a signed copy of this Agreement with your order. 1. We expressly agree to the terms and conditions of the attached ESRI®Software License Agreement. 2. We understand that the ARC/INFO® and/or ArcView® LAB KIT software (Software) specified in Attachment D, and Related Materials, hardware and/or software keys, user documentation, videotapes, and instructional materials (Documentation).are licensed to our institution under the terms of this Use Agreement and remain the sole property of ESRI. We agree not to allow anyone other than students and faculty of our institution to use the Software and Documentation without ESRI's prior written permission. 3. Site-specific note: We understand that the purpose of the LAB KIT is to provide an instructional tool in a computer lab environment. All copies are intended to be used at one site. The Software or Documentation shall not be distributed among other sites of our institution. 4. We understand that the LAB KIT Software and Documentation are to be used for instructional purposes for University teaching of students and faculty only. Use of the licensed products for private gain or other use shall be an express violation of the terms expressed herein entitling ESRI to all remedies available in equity or law. 5. We agree to protect from loss and theft all Software and Documentation. We agree to report all losses in writing to ESRI within five (5)working days after we discover that components are missing. We acknowledge that any time we wish to replace lost or stolen items, we must purchase such components at their current prices. All orders for replacement components are to be placed in writing on the form provided by ESRI accompanied by a valid purchase order. We understand that unreasonable or recurring loss or theft of ARC/INFO Software media shall constitute a serious violation of this Agreement and may, at ESRI's discretion, terminate this Agreement and exclude our institution from further participation in the program. 6. By participating in ESRI's ARCIINFO Computer LAB KIT program,we acknowledge that the ARCIINFO LAB KIT Software and Documentation contain trade secret and proprietary information or technology of ESRI. Accordingly, we agree not to disclose any technical, business, or marketing information about or related to the LAB KIT to other entities involved in the development or sale of geoprocessing software. 7. No right to copy any of the Documentation is granted and we agree not to make copies. 8. Upon notice from ESRI that we have failed to abide by the terms of this Agreement,we promise to immediately return, at our own expense and without refund, all ARCIINFO Software and Documentation plus any copies of any of the Software or Documentation in our possession. We further acknowledge that our obligation not to disclose ESRI trade secret and proprietary information or technology shall survive termination of this Agreement. 9. We understand that the first year of User Support and Update Service as a primary site is included in the initial fee and that such service is provided only under terms specified in the ARCIINFO User Support Policy in effect at the time of shipment. Subsequent years of User Support and Update Service are available at the then current price. You acknowledge that you have read every provision of this Agreement and that you agree to be bound by its terms. Authorized Representative of University: Signature: Custodian of LAB KIT Software and Documentation: Name: Name: Title: Title: Date: Telephone: Installation Address: ESRI,ARC/INFO, and ArcView are registered trademarks of Environmental Systems Research Institute, Inc. A92-P1291-A1/RB D-6 7/7/95 M . Environmental Systems Research Institute,Inc. t 380 New York Street Redlands,CA 92373 n (909)793-2853 ATTACHMENT D—Addendum 2 ESRI ArcView–University LAB KIT Campus License Agreement Contract No. Notice: Environmental Systems Research Institute,Inc.(ESRI),will not distribute or release University LAB KITS for use at your institution unless ESRI receives a signed copy of this Agreement with your order. 1. The University agrees to the terms and conditions of this Campus License Agreement (Agreement) for the ESRI ArcView—University LAB KIT and the attached ESRI Software and Data License Agreements, respectively, which are herein incorporated by reference and are supplemented and/or modified by this Agreement. 2. The University understands that the ESRI ArcView—University LAB KIT software, data, and related materials,including,but not limited to, the ArcView®software, ArcUSA"', ArcWorle, and ArcScenel" USA Tour data sets, user documentation, videotapes, and instructional materials (Software, Data, and Related Materials), as specified in the then current ESRI ArcView—University LAB KIT Order Form (Order Form), are licensed to the University under the terms of this Agreement and remain the sole and exclusive property of ESRI. 3. The University understands that the purpose of the Software, Data, and Related Materials is to provide an instructional tool in a computer lab and/or academic research environment. Once the University has licensed the original ArcView Master LAB KIT, the University may order, without signed amendments, additional copies of ArcView software, ArcUSA, ArcWorld, and ArcScene USA Tour data sets and associated Related Materials as described on the Order Form for dissemination throughout the University's entire campus. Please note: ESRI will expedite filling future order(s) provided that the following language is Incorporated in the signed Purchase Order: "By accepting this order,both parties agree to amend the ESRI ArcView—University LAB KIT Campus License Agreement [INSERT ESRI CONTRACT NUMBER] between [INSERT UNIVERSITY NAME] and Environmental Systems Research Institute,Inc.(ESRI),dated [INSERT ORIGINAL AGREEMENT DATE], which is incorporated herein by reference, to include the above ordered items,which are hereby licensed under the same terms and conditions." No right to copy and/or reproduce any of the Software, Data, or Related Materials is granted, and the University agrees not to make any copies but rather place orders for said Software, Data, and Related Materials from the Order Form. 4. The University understands that the Software, Data, and Related Materials are only to be used for instructional and/or academic research purposes of the University's students and faculty. Use of the Software, Data, and Relatedr Materials for private gain shall be an express violation of the terms expressed herein, and ESRI shall be entitled to seek all remedies available for such breach whether in equity, law, or both. The University agrees not to allow anyone other than students and faculty of the University to use the Software, Data, and Related Materials without ESRI's prior written permission. 5. The University agrees to protect from loss and theft all Software, Data, and Related Materials, and agrees to report all losses in writing to ESRI within five (5) working days after discovering components are missing. The University acknowledges that any time it wishes to replace lost or stolen items the University must license such components at their then current licensing fees. All orders for replacement components are to be placed in writing on the form provided by ESRI accompanied by a valid purchase order. The University understands that unreasonable or ArcView is a registered trademark of Environmental Systems Research Institute,Inc. ArcUSA,ArcWorld,and ArcScene are trademarks of Environmental Systems Research Institute,Inc. A92-P 1291-A 1/RB D-7 7/7195 Environmental Systems Research Institute,Inc. 380 New York Street + Redlands,CA 92373 (909)793-2853 recurring loss or theft of Software, Data, and Related Materials shall constitute a serious violation of this Agreement and may, at ESRI's discretion, terminate this Agreement and exclude the University from further participation in the ESRI ArcView–University LAB KIT program. 6. By participating in the ESRI ArcView–University LAB KIT program, the University acknowledges that the Software, Data, and Related Materials are copyrighted and embody trade secret and proprietary information or technology of ESRI. Accordingly, the University agrees not to disclose any technical, business, or marketing information about or related to the Software, Data, and Related Materials to other entities involved in the development and/or sale of geoprocessing software. 7. Upon notice from ESRI that the University has failed to abide by the terms of this Agreement, the University promises to immediately return, at its own expense and without refund, all Software, Data, and Related Materials, including archive copies, in its possession. The University further acknowledges that its obligation not to disclose ESRI trade secret and proprietary information or technology shall survive termination of this Agreement. 8. The University understands that thirty (30) day Software Support is included in the initial license fee and that such support is provided by ESRI or the ArcView Distributor as applicable. The University shall negotiate the terms and conditions directly with the local ArcView Distributor for Software Support beyond the initial thirty (30) day period. This Agreement and the ESRI Software and Data License Agreements that are incorporated by reference constitute the sole and entire agreement of the parties as to the matter set forth herein and supersede any previous agreements, understandings, and arrangements between the parties relating hereto. Except as otherwise expressly provided herein, any Amendments to this Agreement must be in writing and signed by an authorized representative of each party. Addendum 3—ESRI ArcUSA/ArcWorld/ArcScene USA Tour Database License Agreement Addendum 4—ESRI Software License Agreement—Desktop Software IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective, valid, and binding upon the parties as of the date below as executed by their duly authorized representatives. ACCEPTED AND AGREED: (University) By: Authorized Signature Printed Name: Title: Date: A92-P 1291-A 1/RB D-8 7/7/95 Environmental Systems Research Institute,Inc. } 380 New York Street Redlands,CA 92373 (909)793-2853 ATTACHMENT D—Addendum 3 ESRI ArcUSA/ArcWorld/ArcScene USA Tour Database License Agreement This is a license agreement and not an agreement for sale. This is a license agreement between the end user(licensee)and Environmental Systems Research Institute,Inc.(ESRI). 'Ibis Database License Agreement(Agreement)gives you certain limited rights to use the proprietary ESRI ArcUSA'",AreWorld'",or ArcScene'"USA Tour Database and Related Materials(Database and Related Materials). All rights not specifically granted in this Agreement are reserved to ESRI and,if applicable,Earth Observation Satellite Company(EOSAT). Reservation of Ownership and Grant of License: ESRI and EOSAT retain exclusive ownership of the copy of the Database and Related Materials licensed under this Agreement and,hereby,grants to Licensee a personal,nonexclusive,nontransferable license to use the Database and Related Materials based on the terms and conditions of this Agreement. Licensee agrees to use reasonable effort to protect the Database and Related Materials from unauthorized use, reproduction,distribution,or publication. Copyright: The Database and Related Materials are owned by ESRI and EOSAT(ArcScene)and are protected by United States copyright laws and applicable international copyright treaties and/or conventions. Proprietary Rights: Licensee acknowledges that the Database and Related Materials contain proprietary and confidential property of ESRI. All published hard-copy renditions of the Database,of any portion of the Database,or of derived versions of the Database shall include a statement acknowledging Environmental Systems Research Institute,Inc.,as the source of the portion of the Database that is displayed,printed,or plotted. Permitted User: • IF LICENSEE HAS LICENSED A SINGLE-USER VERSION OF ArcUSA/ArcWorld or ArcScene: One(1)and only one concurrent user within your organization may use the Database and Related Materials on a stand-alone computer or on a terminal linked to a multi-user network. • IF LICENSEE HAS LICENSED A MULTI-USER VERSION OF ArcUSA/ArcWorld: Up to five(5)concurrent users within your organization may use the Database and Related Materials on stand-alone computers or on terminals linked through multi-user networks. • Licensee may modify the Database and merge other data sets with the Database for Licensee's own internal use. The portions of the Database that are merged with other data sets will continue to be subject to the terms and conditions of this Agreement. • Licensee may install the Database or portions of the Database onto permanent storage devices for access by a user or users within your organization,as pa the version licensed. • Licensee may make only one(1)copy of the original Database for archival purposes unless the right to make additional copies is granted to Licensee in writing by ESRI. Licensee may sell,market,or otherwise distribute published hard-copy renditions of the Database or portions of the Database,provided that Licensee acknowledges ESRI's and EOSAT's proprietary rights in the Database. Uses Not Permitted: Licensee may not sell,rent,lease,sublicense,lend,assign,time-share,or transfer,in whole or in part,or provide unlicensed Third Parties access to the Database,Related Materials,any updates,or Licensee's rights under this Agreement • Licensee may Dot remarks or distribute the Database or any derived Database product in digital form to unlicensed Third Parties. • Licensee may not make additional copies of the Documentation. • Licensee may not remove or obscure any copyright,proprietary,or trademark notices. Tam: The license granted by this Agreement is for a term of three(3)yeas,which will be automatically renewed for subsequent three(3)year terms subject to ESRI'sthen current policies. The Agreement will automatically terminate without notice if Licensee fails to comply with any provision of this Agreement. Licensee will then return to ESRI the Database and Related Materials. The parties hereby agree that all provisions which operate to protect the rights of ESRI and EOSAT shall remain in force should breach occur. LtmNed Warranty: ESRI wamnta that the media upon which the Database is provided and documentation wilt be free from defects in materiab and workmmahip under normal use and service for a period of ninety(90)days from the date of receipt. 1be Database itself is excluded from the wamnty,and 16e licensee acknowedgea that the Database may contain some noncon[orrtrtia,defects,or errors. ESRI and EOSAT do not warrant that the Database will meet Licensee's needs or expectations,that the use of the Database will be uninterrupted,or that all nonconformities can or will be coerected ESRI and EOSAT are not inviting reliance on this data,and the[.icensee should always verify actual data THE DATABASE IS PROVIDED"AS-IS,"WrMOUT WARRANTY OF ANY KIND,EITHER EXPRESS OR IMPLIED,INCLUDING,BUT NOT L.IMI W TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,WITH RESPECT TO THE DATABASE AND RELATED MATERIAIS. Exclusive Remedy and Lhnitation of Liability: During the warranty period,ESRI's and/or EOSArs entire liability and Licensee's exclusive remedy shall be the return of the license fee paid for the Database and Related Materials in accordance with ESRI Customer Service policy that do not meet ESRI's Limited Warranty and which are returned to ESRI or its Authorized Distributor with a copy of Licensee's receipt. ESRI and EOSAT shall not be liable for indirect, special,incidental,or consequential damages related to Licensee's use of the Database and Related Materials,even if ESRI and EOSAT are advised of the possibility of such damage. Waivers: No failure or delay by ESRI in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by ESRI. Order for Precedence: Any conflict between the terms of this Agreement and any FAR,DFAR,Purchase Order,or other terms shall be resolved in favor of the terms expressed in this Agreement,subject to the Government's minimum rights unless agreed otherwise. U.S.Governement Linked Rights: Use,duplication,and disclosure by the Government is subject to FAR§52.227-14(JUN 1987)or DFARS§252.227- 7013(OCT 1988),as applicable. Contractor/Manufacturer is Environmental Systems Research Institute,Inc.,380 New York Street,Redlands,CA 92373 USA. The U.S.Federal Government may engage Third Party support service contractors provided that such contractors acknowledge the terms of this Agreement in writing through a nondisclosure agreement with the U.S.Federal Government regarding the Database and Related Materials. Distribution Rights for Derived Digital Products At ESRI's option,ESRI may grant a separate license agreement,on a redistribution fee or royalty fee basis,with users who with to obtain distribution rights for derived or other value-added digital products in ARCANFO*compatible formats based on the ArcUSA or ArcWorld databases. Please address your written inquiries to the ArcDatasm Program Manager,Environmental Systems Research Institute,Inc.,380 New York Street,Redlands,CA 92373 USA. This Agreement is governed by the laws of the United States of America and the State of North Carolina The parties agree that this constitutes the sole and entire agreement of the parties n to the matter ad forth herein and stq:ersedes any previous agreements,uedeistandings,and arrangements between the parties refuting hereto. ArcUSA,ArcWorld,and ArcSceoe are trademarks of Environmental Systems Research Institute,Inc. ARCANPO is a registered trademark of Environmental Systems Research Institute,Inc. ArcData is a service mark of Environmental Systems Research Institute,Inc. A92-P 1291-A URB D-9 7/7/95 r , Environmental Systems Research Institute,Inc. 380 New York Street �nRedlands,CA 92373 (909)793-2853 ATTACHMENT D—Addendum 4 ESRI Software License Agreement—Desktop Software (ArcView, Avenue, ArcCAD, and PC ARCANFO) This is a license agreement and not an agreement for sale. This license agreement(Agree-meat)is between the end user(Licensee)and Environmental Systems Research Institute,Inc.(FSRI),and gives licensee certain limited rights to use the proprietary ESRIO desktop software,on-line and/or hard-copy documentation and user guides,and software keycode or hardware key,as applicable(hereinafter referred to in"Software and Related Materials"). All rights not specifically granted in this Agreement are reserved to ESRI. Reservation of Ownership and Grant of License: ESRI retains exclusive title and ownership of the copy of the Software and Related Materials licensed under this Agreement and,herby,grants to Licensee a personal,nonexclusive,nontransferable license right to use the Software and Related Materials based on the terms and conditions of this Agreement. From the date of receipt,licensee agrees to use reasonable effort to protect the Software and Related Materials from unauthorized use,reproduction,distribution,or publication. Copyright: The Software and Related Materials are owned by ESRI and its third-party licenso(s)and are protected by United States copyright laws and applicable international laws,treaties,and/or conventions. licensee agrees not to export the Software and Related Materials into a country that does not have copyright laws that willjrotect ESRI's proprietary rights. licensee may claim copyright ownership in the Simple Macro Language(SML')macros,AutoLISPe scripts,and/or Avenue scripts developed by licensee using the respective macro and/or scripting language. Prmitted Uses: • Licensee may use the number of copies of the Software and Related Materials for which license fees have been paid on the computer system(s)and/or specific computer network(&)for Licensee's own internal use, If the Software and Related Materials contain dual media(i.e.,both 3.5-inch diskettes and CD-ROM,then Licensee may only use one(1)set of the dual media provided. Licensee may not use the other media on another computer system(s) and/or specific computer network(s),or loan,rent,lease,or transfer the other media to another user. • Licensee tiny install the number of copies of the Software and Related Materials for which license fees have been paid onto the permanent storage device(s)on the computer system(&)and/or specific computer network(s). • Licensee may make routine computer backups but only one(1)copy of the Software and Related Materials for archival purposes during the term of this Agreement unless the right to make additional copies is granted to Licensee in writing by ESRI. • licensee may use,copy,alter,modify,merge,reproduce,and/or create derivative works of the on-line documentation for Licensee's own internal use. The portions of the on-line documentation merged with other software,hard copy,and/or digital materials shall continue to be subject to the terms and conditions of this Agreement and shall provide the following copyright attribution notice acknowledging ESRI's proprietary rights in the on-line documentation: "Portions of this document include intellectual property of ESRI and are used herein by permission. Copyright®199_Environmental Systems Research Institute,Inc. All Rights Reserved." Uses Not Permitted: • Licensee shall not sell,rent,lease,sublicense,lend,assign,time-share,or transfer,in whole or in part,or provide unlicensed third parties access to prior or present versions of the Software and Related Materials,any updates,or licensee's rights under this Agreement. • Licensee shall not revere engineer,decompile,a disassemble the Software,or make any attempt to unlock or bypass the software keycode and/or hardware key used,as applicable,subject to local law. • licensee shall not make additional copies of the Software and/or Related Materials beyond that described in the Permitted Uses section above. Licensee shall not remove or obscure any ESRI copyright or trademark notices. Terms The license granted by this Apreement is for a term of three(3)years,which will be automatically renewed for subsequent three(3)year terns at no additional license fee,subject to ESRI'sthen-aurent licensing policies. The Agreement shall automatically terminate without notice if Licensee fails to comply with any provision of this Agreement. licensee shall then return to ESRI the Software,Related Materials,updates,and any whole or parb al copies,coda, modifications,and merged portions in any form The parties hereby agree that all provisions which operate to protect the ri ghts of ESRI shall rennin in force should breach occur. Limited Wrrantys ESRI warrants that the media upon which the Software and Related Materials are provided will be free from defects in materials and workmanship under normal use and service for a period of ninety(90)days from the date of receipt. EXCEPT FOR THE ABOVE EXPRESS IRA=WARRANTIES,THE SOFTWARE AND RELATED MATERIALS CONTAINED THEREIN ARE PROVIDED "AS IS,"WITHOUT WARRANTY OF ANY KIND,EMLER EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FTINESS FOR A PARTICULAR PURPOSE Exclusive Remedy and Limitation of Liability: During the warranty period,ESRI's entire liability and Licensee's exclusive remedy shall be the return of the license fee paid for the Software and Related Materials in accordance with the ESRI Customer Assurance Program for the Software and Related Materials that do not meet ESRI's Limited Warranty and that are returned to ESRI or its dealers with a copy of Licensee's proof of payment ESRI shall not be liable for indirect,special,incidental,or consequential damages related to Licensee's use of the Software and Related Materials,even if ESRI is advised of the possibility of such damage. Waivers: No failure or delay by ESRI in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by ESRI. Order of Precedence: Any conflict between the terms of this Agreement and any FAR.DFAR,purchase order,or other terms shall be resolved in favor of the terns expressed in this Agreement,subject to the U.S.Government's minimum rights unless agreed otherwise. Export Regulations: Licensee acknowledges that this Agreement and the performance thereof are subject to compliance with any and all applicable United States laws.regulations,or,orders relating to the export of computer software or know-haw relating thereto. ESRI Software and Related Materials have been determined W be Technical Data under United States exporj laws. Licensee agrees to comply with all laws,regulations,and orders of the United States in regard to any export of such Technical Dats. Licensee agrees not to disclose or re-export any Technical Data received under this Agreement in or to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer,unless Licensee has obtained prior written authorisation from ESRI and the U.S.Office of Export Control. The countries restricted at the time of this Agreement are Cuba,Haiti,Iraq,Libya,Montenegro,North Korea,Serbia,and South African military,police,and related entities. U.S.Goveramout Restrieted R�ts: Use,duplication,and disclosure by the U.S.Government is sub'ect to restrictions as act forth in FAR§52.227-14 Alternate III(g)(3)(JUN 1987), AR§52.227-19(JUN 1987),or DFARS 1232.227-7013(c)(1)(li)(O�1988),as applicable. Contractor/Manufacturer is Environmental Systems Research Institute,Inc.,380 New Yak Street,Redlands,California 92373 USA. Governing Law: This Agreement is governed by the laws of the United States of America and the State of North Carolina without reference to conflict of laws principles. Cadre Agreement: The parties agree that this constitutes the sole and entire agreement of the parties as to the matter set forth herein and supersedes any previous agreements,understandings,and arrangements between the parties relating hereto and is effective,valid,and binding upon the parties. ESRI is a registered trademark of Environmental Systems Research Institute,Inc. Simple Macro Language(SML)and Avenue are trademarks of Environmental Systems Research Institute,Inc. A92-P1291-A1/RB D-10 7/7/95 Environmental Systems Research Institute,Inc. 380 New York Street Ll Redlands,CA 92373 n (909)793-2853 ATTACHMENT D—Addendum 5 ARCANFO Software Development Libraries License Addendum to ESRI Software License Agreement No. Licensee has read and understands the terms stated below, and by the signature below agrees that they are incorporated by this Addendum into ESRI Software License Agreement No. 1. The ARC/INFO Software Development Libraries (ArcSdI1),containing object code and some selected source code files,and ArcBrowser—on-line documentation,hereinafter referred to as "Software and/or On-Line Documentation," constitute both trade secret technology and proprietary information of Environmental Systems Research Institute,Inc.(ESRI), and are provided under restricted license terms in addition to those terms previously agreed to in the ESRI Software License Agreement. 2. License Provisions: Except for authorized backup,Software and/or associated On-Line Documentation may not be copied, nor may any other individual, organization, corporation, or government entity obtain access to them. Licensee agrees it shall not attempt to decompile,disassemble,or reverse engineer the Software,or make any attempt to unlock or bypass the License Manager system used. Licensee agrees that the Software, and any modifications to it or programs created from it,will be used by Licensee only on the computer system that is licensed for use with ARC/INFO®software. If Licensee is a commercial developer,Licensee may distribute executable software developed from or based upon the Software,but only to licensed users of ARC/INFO software. Licensee agrees that any new programs,routines,or software shall not be produced,marketed,licensed,or sold for purposes of competition with ESRI in the GIs software marketplace. The skills, techniques, and knowledge learned from the use of the ESRI*Software and On-Line Documentation will not be used in commercial products that are competitive to ESRI's ARC/INFO family of GIs software. All rights not specifically granted are reserved for ESRI. 3. Licensee agrees to instruct each employee who has access to this Software and/or On-Line Documentation as to the above terms and to establish reasonable protective measures to implement these terms. 4. User support for the Software and On-Line Documentation is available for an annual fee. All other terms and conditions from the ESRI Software License Agreement are incorporated herein by reference and constitute the sole and entire agreement of the parties as to the matter set forth herein and supersede any previous agreements, understandings, and arrangements between the parties relating hereto. IN WITNESS WHEREOF,the parties hereto have executed this Amendment to be effective,valid,and binding upon the parties as of the date below as executed by their duly authorized representatives. ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE,INC. Organization Name—Licensee (ESRI) By. By. Authorized Signature Authorized Signature Printed Name: Printed Name: Title: Title: Date: Dom: ArcShc and ArcBrowser are trademarks of Environmental Systems Research Institute,Inc. ARC/INFO and ESRI are registered trademarks of Environmental Systems Research Institute,Inc. A92-P1291-A1/RB D-11 7/7/95 Environmental Systems Research Institute,Inc. f 380 New York Street Redlands,CA 92373 (909)793-2853 ATTACHMENT E ESRI USER SUPPORT POLICY PART 1-WORKSTATION SOFTWARE SUPPORT POLICY Workstation Software Support Policy General Terms: To be eligible for ARC/INFO User Support Services,users should be aware of,and adhere to,the following terms: • Complimentary service is available for the first twelve months following issuance of the keycode. Thereafter,technical support is available in twelve-month increments, payable in advance, based on the date the keycode is issued. In the event additional licenses are purchased,they will be prorated to the same date. The support service for each software package is separately priced. • Price and terms are subject to change without notice. Fees are based on the rates in effect at the time payment is due. Those paying in arrears or late are subject to additional fees,not to exceed 18 percent per year. Fees for support services are nonrefundable. Subscribers to ESRI Support Services must subscribe to support for all software licensed by the subscriber. • Should there be a lapse in payment, all past fees due must be paid to restart service. • A Floating License permits access to the software for each licensed seat purchased,at any location on the network. The software may be accessed by another workstation,terminal,or a PC acting as a terminal. A Node-Locked license is operated on a specific CPU and is distributed in sets of three seats,called a 3-Pak. Other nodes on the network may access node-locked software only as terminals,not separate CPUs. • Once a new release or update is installed and verified,please return to ESRI or destroy all previous versions of the software and documentation. Remember that the previous versions remain subject to the terms of the ESRI software license and may not be transferred to any other person or entity. Limitations: • ESRI software is not error free. • ESRI technical support is limited to unmodified ESRI software. • ESRI supports INFO'software when technical support service is active. If the source of an INFO-related problem is not clear,ESRI will*heip identify it and determine who can help correct it. ESRI does not support other third- party software. • ESRI does not provide technical support for hardware, graphics cards, monitors, plotters, graphics printers, digitizers,modems, and so forth,except to answer questions of how standard, supported devices interface to ARC/INFO software. • The terms and conditions of this policy are subject to change by ESRI without written notice. ARCANFO Workstation Support Services 4 ARC/INFO Support Services at ESRI consist of technical maintenance programs designed to meet the needs of different types of users,product releases and updates, technical support,on-line support services,publications,ESRI's annual user conference,and ARCIINFO user groups. Technical Maintenance Programs ESRI offers Complimentary Support to new ARCANFO users for a period of one year. At the end of the Complimentary Support period, it is recommended that you ensure continued support by subscribing to one of our annual support programs. We offer Primary and Secondary Support Programs using a two-tier approach designed to meet the needs of single-copy sites and multicopy sites. Complimentary Support: Complimentary Support is offered to new ARC/INFO software users for a period of one year and includes all support services described below. The installation and implementation phase of your ARC/INFO software is a critical period. A92-P 1291-A VRB E-1 7/7/95 • - Y E8R1 Environmental Systems Research Institute,Inc. 380 New York Street 1 Redlands,CA 92373 n (909)793-2853 This is the time during which you are beginning to work with the system and are tailoring it to accomplish your GIS goals. Complimentary Support expedites your familiarization with ARC/INFO software and provides assistance to you as you get started. Primary Support: The three components unique to the Primary Support Program are Technical Support, which includes telephone, fax, and E-mail software support;complimentary limited registration at ESRI's annual user conference; and direct shipment of product updates. Primary Support is the only option for sites with one ARC/INFO license. Support for optional extensions must be purchased separately. Secondary Support: If your site has more than one ARC/INFO license and has purchased at least one Primary Support subscription, you can take advantage of our two-tiered support program. Secondary Support offers many of the advantages of Primary Support and is available at a reduced price for these sites. Up to nine Secondary Support subscriptions can be purchased for each Primary Support subscription. Secondary Support requires that an experienced user(and one backup person)at the primary site be designated as technical contact for all communication between ESRI and all sites covered by the agreement, both primary and secondary. Telephone, fax, and E-mail support are not available to Secondary Support sites directly, but only through the designated primary technical contact. Product Releases and Updates Product updates are included for both primary and secondary sites, but the shipments are sent only to the primary technical contact for distribution. Technical Support ESRI's Technical Support group is dedicated to providing timely,expert assistance to ARC/INFO software users. Areas of support include installation and maintenance of ARC/INFO software, assistance in solving problems arising from the use of the software, hardware interfacing of peripheral devices, and logging of enhancement requests and bugs submitted by the user. Accessing Technical Support: ARCIINFO users within the United States may contact Technical Support between 6:00 a.m. and 6:00 p.m. PST, Monday through Friday, by telephone(voice), facsimile(fax), and/or electronic mail (E-mail); ESRI holidays excluded. Technical Support can be reached by dialing(909)793-3774. Each problem incident reported to Technical Support is given a unique identification number for referencing. After an incident is logged, the user is connected to a specialist who will work on the problem until it is resolved. If a specialist is unavailable, the call may, at the user's request, be forwarded to the Answer Center. The Answer Center assigns the user an analyst who,though perhaps not a specialist in the area in question,may be able to help immediately. If no analysts are available in the Answer Center,or the user chooses not to use this option,the call is placed in a dispatch queue. The user will be called back by the first available specialist. For users who do not wish to call in,or cannot reach Technical Support during our normal operating hours,fax and E- mail support is available. We accept faxes and E-mail twenty-four hours a day(however,faxes and E-mail received after hours, 6:00 pm.to 6:00 am.PST, are handled the next business day). All incidents reported by fax or E-mail are given the same priority and support as those reported by telephone. Fax support, available at(909) 792-0960, can be used for all incident-related correspondence. E-mail support is available through the Internet. Users can reach ESRI Technical Support's Internet account by sending E-mail to support @esri.com. Requests for support by telephone,E-mail,or fax should contain detailed information about the problem(hardware platform and peripherals, operating system, type and version of software, description of problem, and customer number)to help expedite a solution. ESRI will respond by telephone,fax,or E-mail. Please refer to the section in this document titled: Preparing for Support. A92-P1291-A1/RB E-2 7/7/95 EBR1 Environmental Systems Research Institute,Inc. 380 New York Street �nRedlands,CA 92373 (909)793-2853 Resolution Time: The time required to answer questions and resolve your problems varies depending on the type of problem and whether we are able to reproduce it at our site. Usually we are able to answer questions and suggest solutions to problems on the same day we receive them,often immediately. If research or consultation with another specialist is required, a complete response may take two to three working days. Under rare circumstances, it may take longer. If the problem turns out to be a coding or documentation error for which there is no work-around,resolution may have to wait for a future programming modification. Usually,however,we can clarify documentation issues and provide satisfactory work-grounds. On-Line Support Services ESRI also offers two additional support services: CompuServe®and ESRI-L on the Internet. Both forums are intended to provide ARC/INFO users the ability to ask questions of other users and exchange technical information,and are not an official channel to ESRI Technical Support. These are public forums where answers are suggested by individuals with various levels of experience. CompuServe: ESRI provides a section in the Vendor Forum on CompuServe,which is available to the general public. The section is divided into three parts: a library containing technical documents and programs, a message board where users can exchange information, and a conference room where groups can meet electronically to discuss GIS issues. If you already have a CompuServe account, you can access the ESRI section by typing GO ESRI. If you do not currently have a CompuServe account, please contact CompuServe at(800)524-3388 and ask for Representative Number 305. You can request a free CompuServe Introductory Membership that includes free access to CompuServe's basic services for one month,usage credit for extended services,a private User-ID and password,and a complimentary subscription to CompuServe's monthly magazine. Internet: The ESRI-L discussion list on the Internet is open to the general public and is available to any Internet subscriber. It was established to give ARCANFO users a way to exchange technical questions and information. ESRI-L is not a moderated forum. If you already have an Internet account,you can join the ESRI-L discussion list. Simply send a message to listserr @esri.com with the first line of the message body containing the following: SUB esri-I<your name>. An example might be: SUB esri-1 George Washington. If you do not have an Internet account,you may access the Internet in one of three ways: (1) You may acquire an individual remote account with a data services company,such as CompuServe or America On-line. By subscribing to their services, you get a mailbox with Internet E-mail capabilities. They also provide access to a variety of other Internet services. You should contact these companies directly if you are interested in their services. Examples of companies offering these services in the United States are: CompuServe (800) 848-8199 America On-line (800) 827-6364 (2) You can acquire an indirect connection from an Internet services provider. Several private companies on the Internet will download your E-mail to your individual PC or UNIX®workstation. They also provide access to a variety of other Internet services. You should contact these companies if you are interested in their services. Examples of companies offering these services in the United States are: CERINET (800) 876-2373 AUNET (703) 204-8000 A92-P1291-A1/RB E-3 7/7/95 Environmental Systems Research Institute,Inc. 380 New York Street Redlands,CA 92373 n (909)793-2853 (3) Your organization may obtain direct access to Internet by connecting to a node on the Internet. At present, there is no governing body that controls direct access. One of the universities in your area may, however, be able to provide your organization with a direct connection. You should contact the universities in your area or your system administrator for more information. Publications As a subscriber to ARC/INFO Support Services,you are automatically placed on our mailing list to receive complimentary publications. These publications provide you with up-to-date information about our software and what is happening throughout the GIS world. ARC News ,a quarterly newsletter,is our way of sharing GIS news from ESRI and from our users around the world. Each issue contains information about our current activities, new software developments,news from ARCANFO user groups, descriptions of many user projects using ARC/INFO software, and much more. User Conference Each year,ESRI hosts a user conference to which all of our support subscribers are invited. This conference is a unique week-long information exchange between the ARCANFO user community and ESRI staff. You can meet with other users to share experiences and knowledge. You can also attend your choice of many user presentations and technical sessions on how to use ARCANFO software. The conference provides an opportunity to meet face-to-face with the ESRI staff to ask questions and offer suggestions on how we can better serve your site's needs. One complimentary registration is provided for each primary support floating license and two complimentary registrations are provided for each primary support node-locked 3-Pak. User Groups ARC/INFO user groups,including both Regional User Groups and Special Interest Groups,form a vital part of the ARCANFO experience by helping users become an integral part of the larger community of ARCANFO users. Regional User Groups: Regional User Groups offer ARC/INFO users the opportunity to meet with other users in their region. They are established and managed by the users in their region. These groups typically organize their own activities, hold regular meetings, sponsor separate regional user conferences, and sponsor meetings at ESRI's annual user conference. Special Interest Groups: Special Interest Groups offer ARC/INFO users the opportunity to meet and correspond with users sharing a common interest. They are organized by users sharing interest in a speck application area. These groups organize their own activities and sponsor special interest meetings at ESRI's annual user conference. They may also hold independent meetings at other times. For information regarding user groups in your region,or in your area of interest,please contact ESRI's User Group Coordinator at (909) 793-2853, ext. 1375. Preparing for Support When you call ESRI for technical support,you should be at your computer and have the appropriate product documentation on hand. Be prepared to give the following information: • Your software and version number • Your install number(appears on invoice and packing slip) • The type of hardware you are using • The exact wording of any messages that appeared on your screen • What happened and what you were doing when the problem occurred • How you tried to solve the problem A92-P 1291-A 1/RB E-4 7/7195 ESR1 Environmental Systems Research Institute,Inc. 380 New York Street Redlands,CA 92373 (909)793-2853 PART 2-DESKTOP SUPPORT SERVICES DESKTOP SUPPORT SERVICES Software Registration and Upgrades Users in the United States will receive the following benefits when they register their desktop software: • 90 days of complimentary technical support (period begins with your first call for support) • Discounts on software updates (special discounts available to registered users) • Complimentary subscription to ARC News' (ESRI's quarterly newsletter) • Special product announcements (get the latest news about our hot new products) Users in the United States can register their desktop software by completing and mailing the ESRI Registration Card that came in the box,or by calling ESRI at(800)447-9778. Software Upgrades Software upgrades are generally announced within 30 days of availability. All software upgrades are available through your dealer. Dealer and distributor pricing for a particular upgrade will be determined by your dealer or distributor,based on ESRI's suggested retail price, and may be included in a comprehensive services program. Domestic Support Services ESRI offers a variety of support options to users in the United States. If you have a question regarding the use of your software, first refer to your software documentation or access the on-line help system. If you cannot find the answer, consult one of our support services. ARC News ARC News,a quarterly newsletter,is our way of sharing GIS news from ESRI and our users around the world. Each issue contains information about our current activities, new software developments, news from user groups,descriptions of many user projects using ESRI®software,and much more. Fax On-Demand ESRI maintains a technical database describing the use of our desktop software for all users in the United States who have access to a fax machine,or fax modem. This database contains technical tips,work-arounds, and answers to our users'most frequently asked questions. You may access this database by calling from a Touch-Tone phone and then following the voice-prompted instructions. Please have your fax number ready when you call for this service. For Fax On-Demand service,phone: (909) 307-3111 This service is available to you 24 hours a day,7 days a week. While ESRI does not charge for this service,you may be billed by your phone company for any applicable long-distance charges. On-Line Support You can access announcements about new products and updates, answers to the most frequently asked questions,work- arounds, and other technical reference materials via CompuServe and the Internet network. While the discussion forums on CompuServe®and the Internet are not official channels to ESRI's Technical Support Center, you can download technical information, exchange public messages with other users, and join on-line conferences with other users and ESRI staff. A92-P1291-A1/RB E-5 7/7/95 Environmental Systems Research Institute,Inc. 380 New York Street Redlands,CA 92373 n (909)793-2853 CompuServe User-to-user support is available worldwide on CompuServe. All you need is a personal computer,a modem, communications software, and a telephone line. For an introductory CompuServe membership kit specifically for ESRI users,dial(800)524-3388 and ask for operator 305. If you are already a CompuServe member,type GO ESRI at any !prompt. This will place you in the CADD/CAM/CAE forum with its message,library,and conference areas. Access the ESRI section through a submenu or by typing 9 from the message or library areas. The Internet Network ESRI has established the ESRI-L discussion list on the Internet. This service is available worldwide; all you need is access to the Internet. Once you are connected to the Internet,you may subscribe to ESRI-L by sending the message SUB esri-i<your name>to listservOesri.com. The ESRI-L charter and instructions for using the service will be automatically forwarded to your mailbox. To subscribe to the ESRI-L discussion list from CompuServe,send the message "SUB esri-1<your name" to INTERNET:listservOesri.com from the CompuServe mail gateway. The list server will then automatically E-mail you the ESRI-L charter and instructions for using the service. You will also begin receiving the discussion group mailings through your CompuServe mailbox. There may be a nominal charge for receiving Internet mail on CompuServe. These on-line services are available to you 24 hours a day,7 days a week. While ESRI does not charge for these services, you may be billed by your phone company for any applicable long-distance charges. You will also be billed by your on- line service provider for the use of its services. Complimentary Telephone Support for 90 Days Users in the United States who have registered their software are eligible to receive complimentary support directly from ESRI's Technical Support Center for a period of 90 days. If you have not registered your software you may do so by completing and mailing the ESRI Registration Card that came in the box,or by calling ESRI at(800)447-9778. In either case, the complimentary support period begins with your first call for technical support. To Contact ESRrs Technical Support Center: Phone: (909) 793-3774 Fax: (909) 792-0960 E-mail: supportgesri.com Hours: 6:00 a.m. to 6:00 p.m. Pacific time, Monday through Friday, except ESRI holidays Once the complimentary support period has ended,users in the United States may purchase technical support as needed by charging the service to their VISA or MasterCard credit card,or by subscribing to one of our Annual Support Assistance Programs. Pay-As-You-Go Support Users in the United States may purchase technical support by simply calling ESRI's Technical Support Center and charging the service to your VISA or MasterCard credit card. You will be charged$25.00 per incident. ASAP Support for Single Users As an individual user of ESRI's desktop software in the United States,you may subscribe to ESRI's Annual Support Assistance Program(ASAP) for Single Users. This service is designed to provide our desktop users with technical support extending beyond the complimentary support period. Individual ASAP subscribers in the United States receive: Unlimited access to ESRI's Technical Support Center for one year Discount pricing on software upgrades for one year Complimentary subscription to Desktop Notes for one year A92-P 1291-A 1/RB E-6 7/7/95 Elvin..: al Systems Research Institute,Inc. 380 New, Street �TMRedlands,+. ,92373 (909)793-253 The annual fee for individual ASAP subscribers in the United States is: ArcView®for Windows'or Macintosh® $195/user Avenue"'for Windows or Macintosh $295/user ArcView for UNIX® $395/user Avenue for UNIX $495/user AncCAD® $595/user PC ARC/INFO® $595/user To subscribe to ASAP Support for Single Users,contact ESRI's Desktop Order Center. Phone: (800) 447-9778 Fax: (909) 307-3039 E-mail: info@esri.com Hours: 7:00 a.m. to 5:00 p.m. Pacific time, Monday through Friday,except ESRI holidays ESRI technical support services are subject to prices, terms, and conditions in place at the time the service is used. ASAP Support for Multi-User Sites ASAP services are also available to users in the United States at multi-user sites including corporations, government agencies,and universities. For more information about our ASAP for Multi-User Sites,please contact ESRPs Desktop Order Center at(800) 447-9778; fax: (909)307-3039; E-mail: infoOesri.com (7:00 a.m. to 5:00 p.m., Monday through Friday). Developer Support ESRI provides special support to developers in the United States involved in the development of commercial applications using ESRI desktop software. For more information about our developer support services please contact ESRI at(909) 793-2853, extension 1240. Desktop Notes Registered developers and subscribers to ESRI's ASAP support services in the United States receive a complimentary subscription to Desktop Notes, ESRI's technical support newsletter for desktop software. Desktop Notes is published bi- monthly. It includes technical information about ESRI's desktop software, provides programming and usage tips, discusses applications, introduces helpful utilities,provides addenda to documentation, and offers technical information about our desktop users'most frequently asked questions. ESRI Customer Service for Shipping and Billing Information Phone: (909) 793-2853 x1670 Fax: (909) 793-4801 E-mail: service Oesri.com Hours: 8:00 a.m. to 5:00 p.m. Pacific time, Monday through Friday,except ESRI holidays ESRI Corporate Offices Phone: (909) 793-2853 Fax: (909) 793-5953 Hours: 8:00 a.m. to 5:00 p.m. Pacific time, Monday through Friday,except ESRI holidays TO GET READY FOR SUPPORT When you call for technical support,you should be at your computer and have the appropriate software documentation on hand. Be prepared to give the following information: • Your software and version number • Your registration and personal identification numbers • The type of hardware you are using,including network hardware • The exact wording of any messages that appeared on your screen • What happened and what you were doing when the problem occurred • How you tried to solve the problem A92-P1291-A1/RB E-7 7/7/95 Environmental Systems Research Institute,Inc. 380 New York Street ry Redlands,CA 92373 (909)793-2853 ATTACHMENT F IMPLEMENTATION SERVICES STAFF AND FACILITY RATE SCHEDULE (COMMERCIAL) Outlined below is an ESRI rate schedule for the Implementation Services Support program. Support will be contracted on a time-and-materials basis. Hourly labor rates have been provided for each labor category for calendar year 1995. The hourly labor rates and facility charges for services that are contracted after 1995 will be escalated by the race of 7.5 percent for each calendar year that follows. Other direct costs,such as computer,travel and preparation time,transportation,reproduction,subcontractor,telecommunication/freight,or materials,will be burdened and invoiced. ESRI PROFESSIONAL STAFF Senior Consultant Hourly Rate: $135.00 Leads staff for database and project design. This may include review of needs and existing data,design of ARC/INFO layers and coding structures,design and development of data dictionary,design of quality assurance programs,and identification of mapping and automation methods. Also identifies tasks,schedule,and resource requirements for implementation planning. Consultant Hourly Rate: $100.00 Supports Senior Consultant on an as-needed basis during databaselproject design and documentation. Senior Technical Analyst Hourly Rate: $125.00 Designs and writes user interfaces and application programs for model and product development. Works with project managers in final physical design and development of database development procedures. Reviews existing digital data/systems and develops methods for interfacing with ARC/INFO. Technical Analyst Hourly Rate: $100.00 Supervises the technical specialists and data processors in carrying out the technical aspects of database development using procedures designed by Consultants and Senior Technical Analysts. Technical Specialist Hourly Rate: $85.00 Oversees technical aspects of database development using procedures designed by the Technical Analysts. Very proficient in production procedures for data entry,editing,and building final data files(libraries). ESRI PRODUCTION STAFF Cartographer Specialist Hourly Rate: $69.00 Specializes in database documentation,graphics for documentation,and quality control. Data Processor Specialist Hourly Rate: $53.00 Performs editing and topology creation tasks using ARC/INFO coverages and develops coverages using automated scanning devices. Digitizer Hourly Rate: $37.00 Manual digitizing and key entry of attribute codes. A92-P 1291-A 1/RB F-1 7/7195 ESRI Environmental 380 Redlands (909)793-2853 Systems New Califomia FAX(909)793-5953 Research York. 92373-8100 Institute, Inc. Street September 19, 1995 ,�9?A21 22 2-37 200 South Cameron Street P. O. Box 8181 11.0 SEP 1995 Hillsborough, North Carolina 27278 RECEIVED CENTRAL w Attn: Mr. Roscoe Reeve LAND RECORDS ., Master Purchase Agreement 92P1291 Dear Mr. Reeve: Enclosed please find one (1) fully executed copy of the above referenced Master Purchase Agreement which is being returned for your files. Thank you for all your assistance in bringing this matter to completion. If I can be of help in the future with any questions or concerns please feel free to contact me at (909) 793-2853 extension 1998. Sincerely, Rose Ann Blakely / Contracts Department Environmental Systems Research Institute, Inc. /rab