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HomeMy WebLinkAboutEnvironmental Systems Research Institute Inc; 2000-12-05; 2000MLA5731i * . . . ._- Environmental Systems Research Institute. Inc.. 380 New York St.. Redlands, CA 923734100 USA. TEL 909-793-2853 . FAX 909-793-5953 MASTER LICENSE AGREEMENT Contract No. 2000MLA573 1 This Master License Agreement (hereinafter referred to as “Agreement”) is between Environmental Systems Research Institute, Inc. (“ESRI”), a California corporation, with its principal place of business at 380 New York Street, Redlands, California 92373-S 100, and City of Carlsbad (“Licensee”), with its principal place of business at 1635 Faraday Avenue, Carlsbad, California 92008. ARTICLE I-DEFINITIONS Definitions-As used herein, the following words. phrases, or terms in this Agreement si,!ttl have the following meanings: (a) “Software” means the actual copy of all or any portion of ESRl’s proprietary GIS software technology, computer software code, components, DLLs, and programs delivered on any media, including, but not limited to, alpha, beta, prerelease, restricted version(s), or final commercial release provided in source, object, or executable code format(s), inclusive of backups. updates. or merged copies permitted hereunder or subsequently supplied under this Agreement. (b) “Data” means any ESRI or third party data vendor(s) digital data set(s) including, but not limited to, geographic, vector data coordinates, raster, or associated tabular attributes in ESRI GIS software compatible format(s) supplied under this Agreement. (c) “Documentation” means all of the printed and digital materials including, but not limited to, user documentation, training documentation, or technical information and briefings supplied under this Agreement. (d) “License Manager” means the nondestructive license management software program, comprised of a confidential software keycode or hardware key. which controls the distribution of the licensed number of Software copies to requesting end user(s) of Licensee. ARTICLE 24NTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP The Software, Data, and Documentation are owned by ESRI and its licenser(s) and are protected by United States laws and applicable international laws, treaties, and conventions regarding intellectual property or proprietary rights. ESRI and its licenser(s) retain all rights, title, and ownership not granted herein to all copies of the Software, Data, and Documentation licensed under this Agreement. From the date of receipt, Licensee agrees to use reasonable effort to protect the Software, I)ata, and Documentation from nnauthorized use, reproduction. distribution, or publication. All rights not specifically granted in this Agreement are r( y I v :d to ESRI and its licenser(s). ARTICLE 3-GRANT OF LICENSE 3.1 Grant of License-In consideration of the mutual promises and covenants provided herein and for other good and valuable consideration, ESRI grants to Licensee a personal, perpetual, nonexclusive, nontransferable license to (a) Use the Software, Data, and Documentation as a single package for Licensee’s own internal use only; (b) Use and affix certain ESRl trademark logos and/or emblems in conjunction with Licensee’s use of the Software, Data, and Documentation in accordance with the ESRI Trademark Usage Guidelines then in effect; and (c) Access and use any secure ESRI Web site resources for Licensee’s internal use only, provided that Licensee follows any of ESRl’s terms of use policy specified therein. All password or controlled access information provided by ESRl shall be treated as ESRI confidential information. 3.2 Beta LicenseIn the event ESRl accepts Licensee into a current Beta Testing program, Licensee may be provided copies of alpha, beta, and/or prerelease (hereinafter collectively referred to as “Beta”) Software for the limited purpose of testing the Beta Software in accordance with the Beta testing policies then in effect. Beta Software and Documentation delivered are confidential and proprietary to ESRI and contain trade secrets, inclusive of unpublished specifications. In consideration of the rights granted herein, Licensee agrees to retain all Beta Software and Documentation provided to Licensee in confidence. Licensee shall maintain all results of testing in confidence and agrees not to disclose to any third A2000-MLA5731/DW 1 1 112212000 party details pertaining to the Beta Software, Documentation, test results, or errors encountered. This obligation does not apply to any information that (i) is already in the public domain at the time of disclosure or later becomes available to the public without a breach of this Agreement; (ii) was, as between Licensee and ESRI, lawfully in the possession of the recipient without obligation of confidentiality, prior to receipt under this Agreement; (iii) is received independently from a third party free to lawfully disclose the information; (iv) is the subject of a judicial subpoena or similar process for disclosure in connection with any action or proceeding, provided that notice of the demand is provided to allow an opportunity to seek a protective order or other appropriate remedy prior to disclosure; or(v) is independently developed. In the event Licensee receives a request for release of confidential information from a Government agency under the California Public Records Act, Licensee will promptly notify ESRI including the name of the agency and the date due to respond to the agency. Within seven (7) days after receiving the notice, ESRI will inform Licensee whether ESRI objects to disclosure of the requested information. If ESRI does not object to disclosure or if ESRI fails to respond to Licensee within seven (7) days, Licensee will be relieved of its confidentiality obligation with respect to the requested information and may release the requested information and ESRI will indemnify, defend, and hold Licensee harmless from and against all claims, damages, and costs of litigation and attorney fees arising out of the declination. ESRI reserves the right to determine which Beta Software and Documentation, subsequent interim beta release(s), or patch(es) will be made available to Licensee to test during the term of the Agreement. Beta Software is subject to change prior to its commercial release, and may never be commercially released. Licensee is advised that such Software is not suitable or licensed for full use. 3.3 Evaluation License-ESRI may from time to time extend a limited term evaluation license(s) under the terms of this Agreement, for the duration authorized in any supporting documentation supplied by ESRI. Any evaluation license subsequently converted to a full use license is also subject to the terms of this Agreement. ARTICLE 4-SCOPE OF USE 4.1 Permitted Uses . Licensee may (i) install and store copies onto electronic storage device(s) and (ii) use the Software, Data, and Documentation as described in Exhibit I set forth herein and based on the licensed configuration on file with ESRI Customer Service or ESRI authorized distributors. . Licensee may make one (1) copy of the Software, Data, and Documentation for archival purposes during the term of this Agreement. Additionally. Licensee may make routine computer backups of the Software, Data, and Documentation. . Licensee may customize the Software using any (i) macro or scripting language, (ii) open API, or (iii) source or object code libraries. but only to the extent that such customization is described in the Documentation. . Licensee may use the Data as described in the Distribution Rights section of the Help or metadata files delivered with the Software, Data, and Documentation. . Licensee may use, copy, or prepare derivative works of the Documentation supplied in digital format, and thereafter reproduce, display. and redistribute the customized documentation for Licensee’s own internal use. The portion(s) of the Documentation supplied in digital format merged with other software and printed or digital documentation shall continue to be sub.ject to the terms and conditions of this Agreement and shall provide the following copyright attribution notice acknowledging the proprietary rights of ESRI and its licenser(s) in the Documentation supplied in digital format: “Portions of this document include intellectual property of ESRI and its licenser(s) and are used herein under license. Copyright 0 [Insert the actual copyright date(s),frorn the source materials] Environmental Systems Research Institute, Inc., and its licenser(s). All rights reserved.” 4.2 Uses Not Permitted . Licensee shall not sell; rent; lease; sublicense; lend; assign; time-share: or act as a service bureau or Application Service Provider (ASP) that allows third party access to the Software, Data, and Documentation except as provided herein; or transfer, in whole or in part, access to prior or present versions of the Software, Data, or Documentation, any updates, or Licensee’s rights under this Agreement. e Licensee shall not redistribute the Software, in whole or in part, including, but not limited to, extensions, components, or dynamic link libraries (DLLsl without the prior written approval of ESRI as set forth in an appropriate redistribution license agreement. . Licensee shall not reverse engineer, decompile, or disassemble the Software, Data, 01 Documentation, except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction. . Licensee shall not make any attempt to circumvent the technological measure(s) (e.g., License Manager, etc.) that controls access to the Software, Data, and Documentation, except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction. A2000-MLA573 1 IDW 2 1 1122/2000 . Licensee shall not remove or obscure any ESRI or its licenser(s) patent, copyright, trademark, or proprietary rights notices contained in or affixed to the Software, Data, or Documentation. ARTICLE S-MAINTENANCE Maintenance consists of Software, Data, or Documentation updates and access to technical support and other benefits specified in the most current applicable ESRJ Support Services Policy, which has been provided to Licensee. ARTICLE 6-TERM AND TERMINATION The license granted to Licensee by this Agreement shall commence upon the acceptance ofthis Agreement and shall continue until such time that (i) Licensee elects in writing to discontinue use of the Software, Data, or Documentation and terminates this Agreement or (ii) ESRI terminates this Agreement after providing written notice to Licensee of Licensee’s material breach and Licensee has not cured the breach within thirty (30) calendar days of said written notice. Upon termination of this Agreement, Licensee shall uninstall, remove, and destroy all Software, Data, and Documentation, and any whole or partial copies, modifications, or merged portions in any form and execute and deliver evidence of such destruction to ESRI, which evidence shall be in a form acceptable to ESRI in its sole discretion. ARTICLE 7-LIMITED WARRANTIES AND DISCLAIMERS 7.1 Limited Warranties-For a period of ninety (90) days from the date of keycode issuance or date of delivery of the Software, Data, or Documentation to Licensee, ESRI represents and warrants that (i) the unmodified Software will substantially conform to the published Documentation and (ii) the media upon which the Software, Data, and Documentation is provided will be free from defects in materials and workmanship under normal use and service. 7.2 Data Disclaimer-If included under this Agreement, the Data has been obtained from sources believed to be reliable, but its accuracy and completeness are not guaranteed. The Data may contain some nonconformities, defects, errors, or omissions. ESRI and its licenser(s) do not warrant that the Data will meet Licensee’s needs or expectations, the use of the Data will be uninterrupted, or that all nonconformities can or will be corrected. ESRI and its licenser(s) are not inviting reliance on these Data, and Licensee should always verify actual data including, but not limited to, map, spatial, raster, and tabular information. 7.3 General Disclaimer-EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, ESRI DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. ESRJ DOES NOT WARRANT THAT THE SOFTWARE, DATA, OR DOCUMENTATION WILL MEET LICENSEE’S NEEDS, OR THAT LICENSEE’S OPERATION OF THE SAME WILL BE UNINTERRUPTED, ERROR FREE, OR THAT ALL NONCONFORMJTJES CAN OR WILL BE CORRECTED. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT BETA AND EVALUATION SOFTWARE IS DELIVERED “AS-IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO. THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE ASSUMtS ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE BETA AND EVALUATION SOFTWARE. ARTICLE %-EXCLUSIVE REMEDY AND LIMITATION OF LIABILITY 8.1 Exclusive Remedy-Licensee’s exclusive remedy and ESRI’s entire liability shall be limited, at ESRJ’s sole discretion to, (i) replacement of any defective media, (ii) repair, correction, or a workaround for the Software subject to the ESRI Support Services Policy, or (iii) return of the license fees paid by Licensee for the Software, Data, or Documentation that do not meet ESRJ’s Limited Warranty; provided that Licensee uninstalls, removes, and destroys all copies of the Software, Data, or Documentation and executes and delivers to ESRI a Certification of Destruction in a form acceptable to ESRI. 8.2 Limitation of Liability-IN NO EVENT SHALL ESRJ OR ITS LJCENSOR(S) BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS; LOST SALES OR BUSINESS EXPENDITURES; INVESTMENTS; OR COMMITMENTS IN CONNECTION WITH ANY BUSINESS, LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT. SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OF THE SOFTWARE, DATA, OR DOCUMENTATION, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT ESRJ OR A2000-MLA573 J/DW 3 11/22/2000 ITS LlCENSOR(S) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY ARTJCLE 9--INFRINGEMENT INDEMNITY 9.1 ESRJ shall defend, indemnify, and hold harmless Licensee from and against any loss, liability, cost, or expense, including reasonable attorneys’ fees, which may be incurred by Licensee against any claims, actions, or demands by a third party alleging that the Software. Data, or Documentation infringes a U.S. patent, copyright, or trademark provided (a) Licensee promptly notifies ESRJ in writing of the claim thereof; (b) ESRJ has sole control of the defense of any actions and negotiations related to the defense or settlement of any claim; and (c) Licensee cooperates fully in the defense of the claim. 9.2 If ESRJ believes that the Software, Data, or Documentation is or will become the subject of an infringement claim, or in the event that use of the Software, Data, or Documentation is enjoined, ESRJ, at its own expense, may either (i) obtain the right for Licensee to continue using the Software, Data, or Documentation or (ii) modify the Software, Data, or Documentation to make it noninfringing while maintaining substantially similar software functionality or data/informational content. If neither of such alternatives is commercially practical, the infringing items shall be returned to ESRI and ESRJ’s sole liability shall be to refund license fees paid by Licensee prorated over a five (5) year period. 9.3 ESRJ shall have no obligation hereunder to defend Licensee or to pay any resulting costs, damages, or reasonable attorneys’ fees for or with respect to any claims, actions, or demands alleging (i) infringement that arises by reason of combination of noninfringing items, however acquired, with any items not supplied by ESRI: (ii) infringement to the extent arising from material alteration of the Software, Data, or Documentation by anyone other than ESRI, its agents, or its contractors; (iii) the direct or contributory infringement of any process patent by Licensee through the use of the Software, Data, or Documentation other than a process patent that is necessarily infringed by the internal processes executed within the Software or Data itself when the Software or Data is executed for its intended purpose; (iv) continued allegedly infringing activity by Licensee after it has been notified of the possible infringement; or (v) continued allegedly infringing activity by Licensee to the extent it arises from failure of Licensee to use the updated or modified Software, Data, or Documentation provided by ESRI for avoiding infringement. THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRJ WlTH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ARTICLE IO-GENERAL PROVISIONS 10.1 Future Orders-All Software, Data, Documentation, or maintenance orders placed within one (1) year of this Agreement’s execution date shall be licensed under the terms of this Agreement. Notwithstanding, ESRI reserves the right to amend Exhibit 1 Scope of Use, as warranted by product changes and/or developments. Orders placed and Software, Data, and Documentation updates or upgrades provided after that time shall be governed by the then-current General License Terms and Conditions and Exhibit 1, the terms of which will be indicated on ESRJ’s Web site or enclosed in the deliverable’s packaging, depending on the method of delivery. Licensee shall have thirty (30) days to notify ESRJ should Licensee object to any new license terms. The terms and conditions of this Agreement shall control over any conflicting terms and conditions of purchase orders issued by Licensee. 10.2 Export Control Regulations -Licensee expressly acknowledges and agrees that Licensee shall not export, re-export. or provide the Software, Data, or Documentation, in whole or in part, to (i) any country to which the U.S. has embargoed goods, (ii) to any person on the U.S. Treasury Department’s list of Specially Designated Nationals, (iii) any person or entity on the U.S. Commerce Department’s Table of Deny Orders, or (iv) any person or entity where such export, re-export, or provision violates any U.S. export control law or regulation. Licensee shall not export the Software, Data, and/or Documentation or any underlying information or technology to any facility in violation of these or other applicable laws and regulations. Licensee represent5 d warrants that it is not a national, resident, located in or under the control of. or acting on behalf of any person, entity, or country subject to such U.S. export controls. 10.3 Commercial Terms and Conditions-This Agreement contains ESRI’s commercial terms and conditions. Licensee’s rights in the Software, Data. and Documentation are strictly limited to the uses granted by this Agreement. In the event any court, arbitrator, or board holds that the U.S. Government has greater rights to any portion of the Software, Data, or A2000-MLA573 1 IDW 4 1112212000 Documentation, such rights shall extend only to the portion(s) affected and shall in no event exceed restricted/limited rights as defined in FAR 52.227-14, Alternates I, II, and III and FAR 52.227-19. 10.4 Taxes and Fees, Shipping Charges-License fees quoted to Licensee are net of any and all taxes or fees including, but not limited to, sales tax, use tax, VAT, customs, duties, or tariffs, and shipping and handling charges. 10.5 No Implied Waivers-The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. 10.6 Severability-The parties mutually agree that if any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable. 10.7 Counterparts-This Agreement may be executed in counterparts, all of which, taken together, shall be deemed one (I) original document. 10.8 Successor and Assigns-Licensee shall not assign, sublicense, or transfer Licenset’: rights or delegate its obligations under this Agreement without ESRI’s prior written consent. This Agreement shall be binciing upon the respective successors and assigns of the parties to this Agreement. 10.9 Survival of Terms-The provisions of Articles 6, 7, 8, 9, and IO of this Agreement shall survive the expiration or termination of this Agreement for any reason. 10.10 Equitable Relief-Licensee agrees that any breach of this Agreement by Licensee will cause irreparable damage and that, in the event of such breach, in addition to any and all remedies at law, ESRI shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction to prevent violation of these terms and without the requirement of posting a bond or undertaking or proving injury as a condition for relief. 10.1 I Governing Law, Arbitration Licensees in the United States of America, its Possessions, and Territories-This Agreement is governed by and construed in accordance with the laws of the State of California without reference to conflict of laws principles. The venue for any dispute arising out of this Agreement shall be the State courts located in northern San Diego County. ARTICLE 1 I-ENTIRE AGREEMENT, AMENDMENTS 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 hereto. Except as otherwise expressly provided herein, any modifications or amendment(s) to this Agreement must be in writing and signed by an authorized representative of ts.l:i: party. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and effective as of the last date written below. ENVIRONMENTAL SYSTEMS CITY OF CARLSBAD RESEARCH INSTITUTE, INC. Printed Name: Raymond R. Patchett Printed Name: g&U@ ~GERMOND Title: City Manaser Title: Date: December 5, 2000 Date: A2000-MLA573I/DW 5 I l/22/2000 EXHIBIT 1 SCOPE OF USE ESRI@ Software and End Users/Developers Single concurrent UW? Use Server Organizatiol Data 1 License1 [ License* [ License3 1 Cicense” ArcGISm I4 Id I I I ArcGIS Extensions J J ArcInfo’” 45 J ArcInfo Extensions 45 J ArcSDE” Servefi 4 ArcSDE Connections6 1 (4 I SDE* Serve6 I 14 SDE Connections6 1 14 I I ‘4rcIMS” I I I J’ I RouteMAPM IMS 4 I ArcView@ I, I4 I ArcView GIS r/ ArcView Extensions 4 ArcView IMS J ArcView Internet ArcView Business J Analyst ArcLogisticsT” Route* 4 PC ARC/INFO@’ 14 I I ArcCAD@ 4 I Atlas GISM I4 I I I , Maplex 4 MOLEm J MOLE SDK J DAK”’ 4 BusinessMAP@ J ArcPadTH 9 410 MapObjects@ 11 J MaoObiects LT 4 MapObjects IMS J MapObjects Internet AmExnlorer” J NetEneinem IJ I I I NetEngine Internet J Production Line Tool J Set (PLTS) Sequence Engine14 I 4 StreetEditor” Objects 1 4 Data Sets15 (J I I Redistribution of * “Single use license” means a license must be dedicated for each single processing unit on the computer system(s) or network(s) that have access and use rights to 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. Page 1 of 2 E300 9/00B . . _’ . , /’ - - > * “Concurrent use license” means a license that permits a number of simultaneous/concurrent users as controlled by 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 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 so&are concurrently on one (1) computer. 6 Licensee may use the Software for Internet access provided that the source and object code are not accessible to users of the application. 7 Arc&IS administration and management tools may be copied and distributed throughout the Licensee’s organization for its own internal use. 8 ESRI and its licenser(s) grant Licensee a nonexclusive, nontransferable, limited license to use, copy, and prepare derivative works by (a) Translating “alroutemld” (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 licenser(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 currently GPS-enabled for use with Trimble, Magellan, and Ashtech brand GPS receivers within the territory of the United States. Beginning one degree in latitude and longitude outside any United States’ territorial border, ArcPad software is GPS- enabled for all compatible GPS receiver brands. ArcPad SOFTWARE IS NOT LICENSED FOR NAVIGATIONAL USE OR FOR USE ON U.S. REGISTERED AND OPERATED VESSELS. to This is a “Dual Use License,” meaning the Software may be installed on a desktop computer and 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. r t Developers shall not deploy or allow to be deployed the MOZO.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 0 1995-1999 LizardTech, Inc., and/or the University of California. All rights reserved. U.S. Patent No. $710,835.” 12 Developers shall not deploy or allow to be deployed the MOLT2O.LIC 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 0 1995-1999 LizardTech, Inc., and/or the University of California. All rights reserved. U.S. Patent No. 5,710,835.” ts Subject to an annual renewal fee. 14 Licensee may only use this technology in conjunction with a custom software application developed by ESRI Professional Services. *s 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 licensers as the source of the portion(s) of the Data displayed, printed, or plotted. General Note: Use of ESRI Software, Data, or Documentation in an 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. ESRI, SDE, ArcView, PC ARCXNFO, ArcCAD, BusinessMAP, and MapObjects are trademarks of Environmental Systems Research Institute, Inc., registered in the United States and certain other countries; registration is pending in the European Community. ArcGIS, ArcInfo, ArcSDE, ArclMS, RouteMAP, Arclogistics, Atlas GIS, MOLE, DAK, ArcF’ad, ArcExplorer, NetEngine, and StreetEditor are trademarks of Environmental Systems Research hStiNte. hC. E300 9/00B November 28,200O City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 To Whom It May Concern: I hereby certify under penalty of perjury that the attached document is a true and correct copy of the Delegation of Authority dated November 12, 1998 and of the Environmental Systems Research Institute, Inc. (ESRI) Corporate Resolution signed and effective as of August 10, 1990. Further, the stated Resolution has not been rescinded or modified, and remains in full effect as of this date. ESRI authorizes the City of Carlsbad to rely on the copy of these documents as if they were original documents. 5+&Y+ Qc-t?&A Sheron healer, Assistant Secretary ESRl 380 New York St., Redlands, CA92373-8100, USA TEL 909-793-2853. FAX 909-793-5953. E-MAIL info@esri.wm WEB www.esri.com h MJNUTJZS OF SPECIAL MEETING OF DJRECTOKS TO AUTJ-JORJZE JACK DANGERMOND, INDIVIDUALLY, AS PRESIDENT AND LAURA DANGEJZMOND, INDIVIDUALLY, AS VICE PRESIDENT AND SECRETARY TREASURER, TO ENTER INTO CONTRACTS IN THE NAME AND ON BEHALF OF THE CORPORATION A special meeting of the Board of Directors of the Environmental Systems Research Institute, Inc. (ESRI) was held August 10, 1990 at 12:W P.M. at the Corporation’s executive office in Redlands, California, pursuant to consent and waiver of notice. The following Officers, being all the Directors of the Corporation and therefiJre a quorum were present: Jack Dangermond, President Laura Dangermond, Vice President and Secretary-Treasurer Upon motion duly made, seconded, and unanimously carried, the following resolutions I were adopted: RESOLVED: That under Section 3.10 of the Corporation’s By-Laws and with all Directors present and consenting to the meeting, notice of this Special Meeting is duly waived. RESOLVED FURTHER: That under the powers vested in the Directors under Article VIII, Section 8.03 pertaining to authorization of corporate Officers to enter into contracts and bind the Corporation, the following persons are individually authorized to enter into any contract or execute any instrument in the name of or on behalf of the Corporation, to pledge its credit, or render it liable for any purpose or for any amount: Jack Dangermond, President or i , ._ Laura Dangermond, Vice President and Secretary/Treasurer.