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HomeMy WebLinkAboutContract 29741 CITY SECRETARY , '^T K r) =. mom ESRI,380 Now York SL,ReftrWs,CA 923734100 USA-TEL 909-703-2853-FAX 909-793.5053 MASTER LICENSE AGREEMENT For Commercial Application Service Provider—Domestic This Master License Agreement for Commercial Application Service Provider(ASP)--Domestic("Agreement')is between the licensee printed below("Licensee")and Environmental Systems Research Institute,Inc.("ESRI"). The Agreement includes(i)this signature page,(ii)the General License Terms and Conditions,and(iii)the Exhibit 1 listed below. The parties acknowledge that they have read and understood this Agreement and agree to be bound by the terms and conditions. The GENERAL LICENSE TERMS AND CONDITIONS,Article 1—Definitions,is amended by adding the fnilowing additional definition: "(e) 'Commercial ASP Services'means the use of authorized ESRD Software to provide Internet access to geographic information services or technology to third parties." The GENERAL LICENSE TERMS AND CONDITIONS,Article 3—Grant of License,is amended by adding the following: "(c) Use authorized ESRI Software to provide Commercial ASP Services over the Internet to third parties. The ESRI Software programs eligible for Commercial ASP Services are limited to ArcIMS®,ArcIMS extensions,ArcSDE®, and RouteMAP"'IMS. Licensee may only use,the type and number of copies of the Software listed above for which the appropriate license fees have been paid to ESRI and in accordance with Exhibit 1 and the licensed configuration on file with ESRI Customer Service during the term of this Agreement. This Commercial ASP will charge a cost recovery fee only for use of the ASP and will be a nonprofit model. Requests to move from a cost recovery model to a profit model must be pre-approved in writing by ESRI. In the event that Licensee wishes to move from a cost recovery ASP to a for profit ASP,ESRI will charge a commercial ESRI software pricing model to the Licensee. As a condition of this grant of license for Commercial Application Service Provider usage,Licensee shall require its End Users to comply with the terms of a(sub)license or subscription agreement with terms and conditions that protect the rights of ESRI and its Licensor(s)in their respective intellectual property. ESRI shall have the right to review and approve the terms and conditions of Licensee's(sub)license or subscription terms with End Users as to ArclMS0,ArcIMS extensions,ArcSDEI ,RouteMAPT"IMS and any hardware associated with these applications." The GENERAL LICENSE TERMS AND CONDITIONS,Article 6—Term and Termination,is modified by the addition of the following provision: "Notwithstanding the above,the Licensee's right to use certain ESRI Software to provide Commercial ASP Services under this Agreement shall remain in effect for a term of three(3)years from the effective date unless terminated earlier as prescribed herein. At the end of the initial and any succeeding term,the parties may negotiate a new term based on their mutual agreement including modification and update of any other provisions of this Agreement. Notwithstanding,Licensee may continue to use the SSRI Software,Data,and Documentation for its own internal use subject to the General License Terms and Conditions and Exhibit 1,after expiration of the ASP Addendum,and not as a Commercial ASP. Licensee shall notify ESRI in writing sixty(60)days prior to the expiration of the term of this Agreement of its desire to extend the Agreement Thereupon the parties shall enter into good faith negotiations to determine reasonable terms for extension as necessary." Licensee shall maintain accurate business records of the transactions involving use of the Software and server log records'of the ASP services provided to End Users,according with licensee's internal policy and state law. ESRI shall have the right to audit such records at its own expense and at reasonable times upon not less than seventy-two(72)hours advance notice to Licensee. ESRI,ArcIMS,ArcSDE,and RouteMAP we trademarks,registered trader wim,or service marcs of ESR1 in the United Su tis,the Eraopeaa Community,or certain other jurisdictions. Page 1 oft vl JR,,�'° 10� 11/02 I E This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous agreements,understandings,and arrangements between the parties relating to such subject matter. Any modification(s)or amendment(s)to this Agreement must be in writing and signed by an authorized representative of each party. IN WITNESS WHEREOF,the parties have caused this Agreement to be executed and effective as of the last date written below. p,,� � ENVIRONMENTAL SYSTEMS L x"�1 RESEARCH INSTITUTE,INC. (Licenses) (ES �.. By_ Autho ' Signature Authorized Signature Printed Name: Printed Name: Lam ftgermond Title: e: Vice President L . a a(v Date: JUL 1 . Z303 Date: _- Licensee Contact Information Contact:- Lin M C b P P121 Telephone: 817-392 Address: 1000 Throdmort on.Rm L63 Fax: City,State,ZIP: Fort Worth.TX 76102 E-mail:�2 9n rr1nZiL' -�a i,,�x� goU. OP ESRI Contract Number. 2001ML4k2275 JJ ESRI Exhibit I E300 1/01 ►PW ASTOFeRMAWLKA .: ATTESTED BY At". Date Gate QLChe� (f w y Contract authorization Date Page 2of2 S X102,]1/02 EXHIBIT 1 SCOPE OF USE (E300 8/03) ESRI,380 New York St,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953 End Users/Developers Developers Single Concurrent Deployment ESRI®Software and Use Use Server Organization Fees Redistribution of Data Licensel Licensee License3 Licenser Standard Internet Components or DLLs ArcGIS®Desktop ArcReader"'21 ✓ ArcView® ✓6 ✓6 ArcEditor' ✓6 ✓6 ArcInfo' v/5,6 Extensions ✓6 ✓6 Arclnfo Workstation ✓6 Extensions ArcGIS Schematics SDK ✓ ✓20 ./12 ArcSDE® ArcSDE Server7 ✓ ✓ ArcSDE for ✓ Coverages19 ArcSDE Connections7 ✓ ArcIMS® ArcIMS7 and ✓ ✓ Extensions6,16 ArcIMS ArcMap' ✓ ✓ Server7 RouteMAP" IMS7,16 ✓ ✓ ArcView GIS 3.x ✓ ArcView ✓ Extensions ✓ ArcView Business ✓ Analyst16 ArcLogistics'Routes,16 ✓ PC ARC/INFO® ✓ Maplex ✓ MOLE'" ✓ MOLE SDK ✓ ✓ ./12 Data Automation Kit ✓ BusinessMAP®16 ✓ ArcPad®9 ./10 ArcPad StreetMap9,22 .i ArcPad Application ✓ Builder MapObjects®— ✓ v/17,20 ./17 v/12 Windows Edition MapObjects—Java ✓ ✓ v/17,18,20 v/17,18 v/12,18 Edition18 MapObjects LT ✓ v'? M .17t2,13 ArcExplorer"21 ✓ J, ^ a� Page 1 of 4 E300 8/03 End Users/Developers Developers Single Concurrent Deployment ESRI Software and Use Use Server Organization Fees Redistribution of Data Licensel Licensee License3 License4 Standard Internet Components or DLLs NetEngine'" ✓ ✓ ✓12 NetEngine Internet ✓ ✓14 Production Line Tool Set ✓ (PLTS) Sequence Engine 15 ✓ StreetEditor'Objects ✓ Data Sets 16 ✓ I "Single use license"means a license must be dedicated for each computer or network access point that has use rights for the Software, Data,or Documentation. Licensee may make a second copy for Licensee's exclusive use on a portable computer so long as only one(1)copy of the Software,Data,and Documentation is in use at any one(1)time. 2 "Concurrent use license"means a license that permits execution of the Software on any computer on the network. The number of simultaneous/concurrent users may be controlled by a License Manager to access and use the Software,Data,or Documentation. 3 "Server license"means the serverside Software that resides on a per computer server basis and provides services to multiple users in a global client/server distributed computing environment. 4 "Organizational license"means the Software,Data,and/or Documentation may be used,reproduced,displayed,and redistributed for use by all users within the given licensed organization. 5 Node-locked license(UNIX only)is a dedicated license that allows the quantity of authorized network users to use the software concurrently on one(1)computer. 6 Extensions to Software programs follow the same scope of use as that granted for the corresponding Software programs. For example, if you order an Arclnfo extension,then that extension is also licensed for concurrent use. 7 Licensee may use the Software for Internet access provided that the source and object code are not accessible to users of the application,and that Licensee does not generate revenue directly by charging for access to the site or service by selling data,pay-per- view,or subscription fee,or similar means by utilization of the Software. ArcIMS Software administration tools may be copied and distributed throughout Licensee's organization,and Licensee may use ArcIMS for development on up to three(3)machines for each ArcIMS Server/CPU license. Additional license fees are required for each additional CPU on a Server. The ArcIMS license includes rights to deploy MapObjects—Windows Edition applications on the Internet(or Intranet). 8 ESRI and its licensor(s)grant Licensee a nonexclusive,nontransferable,limited license to use,copy,and prepare derivative works by (a) Translating"alroute.mld"(hereinafter"Dictionary")from the original text in the English language; (b) Editing Geographic Data Technology(GDT)Data included within ArcLogistics Route;and (c) Adding Data(owned by Licensee or others)to ArcLogistics Route Software. The license grant is conditioned as follows: (a) The derivative works are for Licensee's internal use only; (b) ESRI and its licensor(s)retain all exclusive right,title,and interest in and benefits from the derivative works,except Data owned by Licensee or others;and (c) Licensee expressly waives and relinquishes any and all ownership including,but not limited to,copyright,moral rights,or any other statutory or common law claims to the derivative works,except for Data owned by Licensee or others. Licensee shall not translate,modify,or edit in any way the software name"ArcLogistics Route,"software logo,any third party software,any text other than the Dictionary,or any Data other than GDT's. The amount of Data used by Licensee is limited by Data credits purchased. Additional license fees are required if ArcLogistics Route with Data is to be accessed by more than one(1)ArcLogistics Route license. 9 ArcPad SOFTWARE IS NOT LICENSED FOR NAVIGATIONAL USE. 10 This is a"Dual Use License,"meaning the Software may be installed on a desktop computer and may be used simultaneously with either a Personal Digital Assistant(PDA)or handheld mobile computer provided that the Software is only used by a single individual at any one(1)time. 11 Developers shall not deploy or allow to be deployed the MO20.LIC or WEBLINK.LIC files or related updates. Developers must attribute as follows: "Portions of this computer program are owned by LizardTech,Inc.,and are Copyright© - lza Inc.,and/or the University of California. All rights reserved. U.S.Patent No.5,710,835." , JVD' Page 2 of 4 12 Other restrictions notwithstanding,Licensee may redistribute commercial applications to its sublicensee(s)under a written sublicense agreement that protects ESRI's rights in its Software,Data,and Documentation to the same extent as the ESRI License Agreement,and that includes the following terms,as a minimum: (a) Sublicensee may not reverse engineer,decompile,or disassemble the ESRI Software,Data,or Documentation,except to the extent permitted by applicable law,copy for commercial use,transfer,or assign its rights under the license grant;and (b) Sublicensee may not use any ESRI Software,Data,or Documentation,in whole or in part,separate from Licensee's executable application. (c) Third party dependent or required components are redistributable subject to permission from the owner or author. 13 Developers shall not deploy or allow to be deployed the MOLT2011C file or related updates. Redistribution of MapObjects LT components is on a royalty-free basis. Developers must attribute as follows: "Portions of this computer program are owned by LizardTech,Inc.,and are Copyright©I995-2002 LizardTech,Inc.,and/or the University of California. All rights reserved. U.S. Patent No.5,710,835." 14 Subject to an annual renewal fee. 15 Licensee may only use this technology in conjunction with a custom software application developed by ESRI Professional Services. 16 For ESRI branded Data,unless there is a statement to the contrary in the metadata,Licensee may use,copy,reproduce,publish, publicly display,or redistribute map images derived from the Data in hard-copy or static,electronic formats(i.e.,.gif,.jpeg,etc.), provided that Licensee affixes an attribution statement to the map images acknowledging ESRI or its licensors as the source of the portion(s)of the Data displayed,printed,or plotted. For third-party branded Data,the right to use,reproduce,and redistribute shall be subject to the third-party Data vendor's data license agreement. 17 The Standard Deployment License is per application. For MapObjects—Windows Edition,Internet or Intranet Deployment requires an ArcIMS Internet Deployment License. Except for ArcIMS licenses,one(1)Internet Deployment license is required for each ArcIMS server/CPU that runs Web mapping applications built with MapObjects—Windows Edition. For MapObjects—Java Edition,Internet or Intranet Deployment requires a MapObjects—Java Internet Deployment License for each CPU. 18 The MapObjects—Java Edition contains Java Archive(JAR)files,which indicate they are authentic ESRI-certificated files when used over the Internet. Any Licensee certificate placed on the modified"re jarred"files cannot reference ESRI as a source of trusted content. In addition to any other rights and restrictions in the Agreement,Licensee may use the MapObjects—Java Edition on a single computer to (a) Build applet(s)that are used only as an internal component in end user interfaces,and to copy the applet(s)to additional computers(e.g.,Web Server)from which Licensee may deploy the applet(s)to end users via download in the course of browsing or interacting with Licensee's Web pages. End user redistribution of the applet(s)is not allowed;and (b) Build stand-alone Java Applications. Licensee may deploy the Java class ESRI certificated libraries as an integral part of Licensee's application(s);and (c) Build servlets and/or Enterprise JavaBeans with MapObjects—Java components,requiring a MapObjects—Java Internet Deployment License for each CPU;and (d) Distribute MapObjects Java applets,provided(i)Licensee's Web pages or software application(s)is targeted at end users and not as a development tool;(ii)Licensee does not use ESRI's name,logos,or trademark to market Licensee's Web pages or application(s);and(iii)Licensee includes a valid Licensee copyright notice on Licensee's Web pages and software application(s). 19 ArcSDE for Coverages is licensed only in conjunction with concurrent use licenses of ArcView,ArcEditor,Arclnfo,ArcSDE Server, or ArcIMS Software. Licensee may use the ArcSDE for Coverages subject to this Agreement. ArcSDE for Coverages is not licensed separately,but may be distributed separately. 20 The Standard Deployment License is per application. An application upgrade is not a redeployment as long as it uses the same major revision of ArcGIS Schematics SDK,MapObjects—Windows Edition,or MapObjects—Java Edition. 21 For reproduction or redistribution of ArcReader or ArcExplorer,ESRI grants Licensee a personal,nonexclusive,limited trademark license to use the"GIS by ESRI"'trademark emblem under the terms set forth below and in the ESRI Trademark Usage Guidelines for as long as this Agreement is in effect. Licensee may reproduce and redistribute the ArcReader and/or ArcExplorer Software provided all of the following occur: (a) The ArcReader or ArcExplorer Software is reproduced and redistributed in its entirety whether as a stand-alone application or as an embedded GIS viewing tool on Licensee's own deliverable; (b) An Agreement accompanies each copy of the ArcReader or ArcExplorer Software that protects the ArcReader or ArcExplorer Software to the same extent as the ESRI License Agreement,and the recipient agrees to be bound by the terms and conditions of the Agreement; (c) All copyright and trademark attributions/notices are reproduced; (d) There is no charge or fee attributable to the use of the ArcReader or ArcExplorer Software;and (e) The"GIS by ESRI"trademark emblem(globe.bmp or globe.jpg)that is included with this Software executable is included on the packaging and/or CD–ROM artwork for the Licensee's own deliverable,subject to the ESRI Trademark Usage Guidelines included with the Software executable. vN ;�iD Page 3 of 49t �Q 8'03 22 Data provided with ArcPad StreetMap may be used for mapping,geocoding,and routing purposes but may not be used for dynamic routing purposes. Dynamic routing or"real-time guidance"is predictive routing and is not included in the ArcPad StreetMap functionality. For instance,ArcPad StreetMap may not be used to alert a user about upcoming maneuvers(such as warning of an upcoming turn)or calculating an alternate route if a turn is missed. General Notes: A. Use of ESRI Software,Data,or Documentation in a commercial Application Service Provider(ASP)business model is subject to execution of a written ASP license agreement and the payment of the appropriate additional license fees. For purposes of this Agreement,a commercial ASP means a Licensee who uses ESRI Software,and who operates the site or the service for a profit,and generates revenue by charging for access to the site or service(by selling data,pay-per-view, subscription fee,or similar means). B. Except for the ASP License grant described above,ESRI does not permit a Licensee to make the ESRI Software,Data, or Documentation accessible to third parties for remote geoprocessing or on a global server for access by foreign affiliates or other third parties. 0. ESRI,ArcGIS,ArcReader,ArcView,ArcEditor,Arcinfo,ArcSDE,ArcIMS,ArcMap,RouteMAP,ArcLogistics,PC ARC/INFi'%n�'theUnited 11%. ArcPad,MapObjects,ArcExplorer,NetEngine,and StreetEditor are trademarks,registered trademarks,or service marks of EStes-,the I European Community,or certain other jurisdictions. Page 4 of4 �1K30:10.40,V"' ori' i city of Fort Worth, Texas Mayor and Council communication DATE REFERENCE NUMBER LOG NAME PAGE 11/19/02 **P-9714 0002-0308 1 of 2 SUBJECT PURCHASE OF GEOGRAPHIC INFORMATION SYSTEMS SOFTWARE MAINTENANCE, SOFTWARE SERVICES AND TRAINING FROM ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. FOR THE INFORMATION TECHNOLOGY SOLUTIONS DEPARTMENT RECOMMENDATION: It is recommended that the City Council: 1. Authorize a purchase agreement with Environmental Systems Research Institute, Inc. (ESRI) for Geographic Information Systems (GIS) software maintenance, services and training using State of Texas catalogue purchasing procedures at a cost not to exceed $83,229.52; and 2. Authorize this agreement to begin November 19, 2002, and expire November 18, 2003, with options to renew for two additional one-year periods. DISCUSSION: On June 22, 1999 (M&C P-8881), the City Council authorized a procurement agreement for GIS software, maintenance, software services and training from ESRI. The expenditure for software maintenance under this requested agreement is for the City as a single site. Instead of individual departments choosing only selected pieces of the software for maintenance, all GIS users will get the same updates. The site license approach to maintenance is easier to administer and is actually less costly than the other, individual approach. The Information Technology Solutions Department will use this agreement to purchase maintenance for the GIS software that has been implemented throughout the City. ESRI is the manufacturer and distributor of their software products. The City spent $158,000 last year. Under this agreement, the City will spend $83,229.52 this year. ESRI is designated as a Qualified Information Systems Vendor by the State of Texas. Under Section 271.083 of the Texas Local Government Code, a local government satisfies otherwise competitive bidding requirements when it makes a purchase through the State of Texas General Service Commission catalogue purchasing procedure established by Section 2157.061 of the Texas Government Code. The City will comply with the procedure of the purchase agreement authorized under this Mayor and Council Communication. M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office because the purchase of goods and services is from a source where subcontracting or supplier opportunities are negligible. RENEWAL OPTIONS - This agreement may be renewed for up to two successive one-year terms at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. City of Fort Worth, Texas Mayor and Council Communication DATE REFERENCE NUMBER LOG NAME PAGE 11/19/02 **P-9714 0002-0308 2 of 2 SUBJECT PURCHASE OF GEOGRAPHIC INFORMATION SYSTEMS SOFTWARE MAINTENANCE, SOFTWARE SERVICES AND TRAINING FROM ENVIRONMENTAL r SYSTEMS RESEARCH INSTITUTE, INC. FOR THE INFORMATION TECHNOLOGY r? SOLUTIONS DEPARTMENT FISCAL INFORMATION/CERTIFICATION: e �T The Finance Director certifies that funds are available in the current operating budget, as appropriated, of the Information Systems Fund. CB:k BQN/02-0308NVW Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) Charles Boswell 6183 Originating Department Head: Jim Keyes 8517 (from) APPROVED 11/19/02 David Miller 8781 P168 539120 0045050 $83,229.52 Additional Information Contact: Robert Combs 8357 David Miller 8781