98-49 ESRI Software Licensej ESRI
October 6, 1998
Ms. Linda Freed
Kodiak Island Borough
710 Mill Bay Road
Kodiak, AK 99615
Re: ESRI Software License Agreement
Contract No. 9853490
Dear Ms. Freed:
0--Q�%A 6�Vc-x-
G -,\c
Enclosed please find the fully executed copy of the subject document for your files. If
you have any questions regarding this, please do not hesitate to contact me.
Sincerely,
-' 'L
Lucy Tindall
LT/slk
Enclosures: As stated
i,CC 131099a i u
COMMuliTY L . ,aPMENT
ESRI 380 New York St., Redlands, CA 92373-8100, USA TEL 909-793-2853 - FAX 909-793-5953 E-MAIL info@esti.com - WEB www.esri.00m
KIB CONTRACT NO. 98-49
Afft
Em m mental Systems Reserdi Ins#hft, Inc, 380 New York St., Redlands, G 92373-0700 USA • TEL 909-793-2853 • FAX 909-793-5953
ESRI SOF'T'WARE LICENSE AGREEMENT
COMMERCIAL and STATE GOVERNMENTS
Contract No. 9853490
This is a license agreement and not an agreement for sale. This license agreement (Agreement) is between Kodiak Island
Borough (Licensee) and Envit+oomental Systems Research institute, Inc. (SSRI), and gives Licensee certain limited rights to
use the proprietary ARCANFOO software, extensions, and related materials (Software and Related Materials). All rights not
specifically granted in this Agreement are reserved to ESRL
Reservation of OwnersW and Grant of License: ESRI retains exclusive rights, title, and ownership of any copy of the
Software and Related Ma mals licensed under this Agreement and, hereby, grams 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.
Copyritht The Software and Related Materials are owned by ESRI and its thud party licensor(s) and are protected by
Unmd motes copyright laws and applicable international treaties and/or convention. Licensee agrees not to export the
Software and Related Mataiah into a country that does not have copyright laws that will protect SSRI s proprietary rights.
Definitions: As used herein, the following words, phrases, or terms in this Agreement shall have the following meanings:
• "Software" mean the actual copy of all or any portion of the computer programs delivered onthe Software Media Kit,
inclusive of backups, updates, or merged copies permitted hereunder or subsequently Supp by
dmen
• "Related Materials" means a9 of the printed materials, u entauocutation sample data
on. code, and hardware key as a ESRI under this Agreement
as
*Liam Manager" is the mt AW software program
confidential software activationthat administers pplicabletie disvilluu'on of the licensed number of Software
•
copies to requesting and usds.
Permitted Uses:
• ESRI employs a modeshuctive Ligase Manager to limit use of the licensed Software to the number of licenses for each
con operating syeosm(4 Lfecmeeagrees to conform Licensees use 0 *rSoRware toihe9Oflware system -
lieeased tram ESRL Said configuration is incorporated herein by this reference, inclusive of any written
W by
EM.
• Licensee may i istan die 9oftane onto the licensed computer systems.
• Licensee may make backupoop of the Software as part of Licensee's routine backup procedure for the purpose of
preventing loss or madverte dm rocf on of Licensee's data Backup copies are not intended for creating additional
working copies of the Software.
• Licensee may use a w, modify, merge, reproduce, and/or create derivative works of the online documentation for
Licensee's own utternal" no par - of the online documentation merged with other software, hard copy, and/or
d,FW materials shall continue to be subject to the terms and conditions of this Agreement and shall provide the
following copyright and
notice acknowledging
and arproprietary
used harem b le thea documentation;99"Portions
of this document include intellectual property y P� Copyright_
Environmental Systems Research Institute, Inc. All Rights Reserved."
• Licensee may use the data that are provided under license from ESRI and its third party licensor(s) as described in the
Distribution Rights section of the online Data Help files.
• Licensee may use the Software and Related Materials as a map/data server engine in an Internet and/or Intranet
distributed computing network or environment provided the appropriate license fees are paid.
Uses Not Permitted:
• Licensee shall not sell, rent, lease, sublicense, lend, time-share or transfer, m 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 reverse engineer, decompile, or disassemble the Software, or make any attempt to unlock or bypass
the hardware key or the License Manager software program used.
• Licensee shall not aper. modify, or create any derivative works of the Software and Related Materials.
• Licensee shall not make addiltioml copies of the Software and Related Materials except as permitted herein.
ARGRdFO is a registered tradrmat of EwkOOmeoW Systema Rmwh histitute, Inc.
CA98-S3490/LT 1 921/98
• Licensee shall not remove or obscure any ESRI 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 shall commence upon Licensee's receipt of the Software and Related
Materials and shall continue until such time that (1) Licensee elects to discontinue use of the Software and Related Materials
and terminates this Agreement or (2) ESRI terminates for Licensee's material breach of this Agreement. Upon termination of
this Agreement in either instance, Licensee shall 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 broach 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 applicable SSRI 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
ffectLimited 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
ninetNiffiffiggio9p, (90) days from the date of receipt. The data herein have been obtained from sources believed to be reliable, but its
d completeness and the opinmons based thereon, are not guaranteed. Every effort has been made to provideta in this ppuukage. The Licensee acknowledges that the data ma contain some nonconformitles, defects, arras,ssioos. ESRI and thnd patty licenaot(s) do not warrant that the data will meet Licensee's needs err ercpet�tioos, of the data will be tmiooQtttpted, or that all nortconfatmitiea txn a will be txurected. ESRI and the resptxtivelicenaor(s) aro nM mvrtmg roll ce on ibex dela, and Licensee should always verify actual map dem and. Tbe data oo�indm >bis package ate subject W change withoirt notice.
ESRI DISCLAIMS ALL OTIHER 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.
Extehaive Raaaady sad Lhnitatba d Uability: Draing the warranty period, ESRPs entire liability and Licensee's
exchrsive remedy shall be, at ESRPs option, to attempt m txxrect � work trroand errors, to relmhce the Softwme and Related
Materials o atxxxdance wAh tbe grpGable ESRI User Support Policy> a to return the litxax fees paid and termimte the
Agreement upan the Litxasee rednnk� the Softwffie and Related Materials to ESRI a its Distnbutors with a copy of
Lieansec's trxxipt ESRI shall not be habk for indiect, special, incidental, a consequential damages related m Licensee's
me of the Sottwsre and Related Materials. even if ESRI ls sdviaed of die ptrsst'bility of such damage.
Indemaih: ESRI, at its own expeme> will defend and indemnify Licensee from all claims that the Software and Related
Materials furnished under &in Agreemant infringe a U.S. Copyritt6t provided that Litxnsa gives ESRI prompt written
notice of such claims and permits ESRI the sok right m control dtiee defense of all such claims and provides 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
mfringemmt, 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 nonmfringiog. if stone of the alternatives are
available an commercially reasonable terms then Licensee agrees to mum the Software and Related Materials upon ESRPs
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 ESRPs entire obligation to Licensee and Licensee's sole and exclusive remedy for copyright infringement.
E:port Regalatiom: Licensee aclmowledges that this Agreement and the performance thereof are subject to tximpiiance
witlt any and all applicable United States kws, reguktians or orders rekting to the export of cemputer software a know-
6ow relating thereto. ESRIm Software aced Rekted Materkls have ban determined to be Technical
Data under United States
export laws Ligply
agrees W comwith all kws, regulations, and orders of the United States in regard to any export of
such Tct�oical Linsee agrees ot todisose or ro export anTical Data received under this Agreement in a to
yoh the United States governent requires an exporotherg documentation at the
e of export ofer, 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 Iran, Iraq, Libya North Korea, and Sudan.
Severabfh y: 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.
EM is a nosmned trademark of Environmental Systems lteseanh Institute, Inc.
CA98-S3490/LT 2 9/21/98
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 Purchase Order: "Software acquired under this
Purchase Order No. (place purchase order no. here) is hereby licensed under the same terms and conditions as
previously agreed in Software License Agreement No. 9853490 between Kodiak Island Borough and ESRI."
Governing Law: This Agreement, entered into in the County of San Bernardino, shall be construed and enforced in
accordance with, and be governed by, the laws of the State of California without reference to conflict of laws principles. The
parties hereby consent to the personal jurisdiction of the courts of this county and waive their rights to change venue.
Entire Agreement and Amendments: This Agreement constitutes the sole and entire agreement of the parties as to the
matters set forth herein and supersedes 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.
parties s ams of date WHEREOF,
the as executed hereto
their duly executed
authorthiszed representatives.ate be effective, valid, and binding upon the
Accepted and Agreed:
KODIAK ISLAND BOROUGH
(Licen9ee)
Signature:
Printed Name:
Title: G u
Date: 414001
PLEASE INDICATE OPERATING SYSTEM:
UNIX
❑ DEC Alpha ❑
❑ DG AVnON ❑
❑ HP 70o/8x7 ❑
KODIAK ISLAND BOROUGH
Mayor, f}G77
ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE, INC.
Signature:
Printed N*` eh— Res
Title: Contracts Ado ' istrat /
Dace:
IBM RISC/6000
Silicon
stn
ATTEST:[/lfr ^t�i CytrckMC
PBorough Jerk
G
NT
�j Windows
❑ DEC Alpha
3 9/21/98
CA98-S3490/LT