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Environmental Systems Research Institute, Inc. (Esri) - Small Municipal and County Government Enterprise Agreement
Mr. Tom Sellsted City of Yakima 129 N 2nd St Yakima, WA 98901 ------------ - # 111111w"111101 11" 11111.0 on the date executed and will require a firm, three-year commitment. Based on Esri's work with several organizations similar to yours, we know there is significant potential to apply geographic information system (GIS) technology in many operational and technical areas within your organization. For this reason, we believe that your organization will greatly benefit from an enterprise agreement. i Ii 1 i iq�111 ••►2�rI 4 A lower cost per unit for licensed software a Substantially reduced administrative and procurement expenses a Maintenance on all Esri software deployed under this agreement 0 Complete flexibility to deploy software products when and where needed All current departments, employees, and in-house contractors of the organization will be eligible to use the software and services included in the EA. The organization will establish a single point of contact for orders and deliveries and will be responsible for redistribution to eligible users. The organization will establish a Tier I support center to field calls from internal users of Esri software. The organization may designate individuals as specified in the EA who may directly contact Esri for Tier 2 technical support. 380 New York Street 909 793 2853 esrixorn Redlands, California 92373-8100 USA info@esri.com 11111115111111111 1 r • Esri software and updates that the organization is licensed to use will be automatically available for downloading. • The fee and benefits offered in this EA proposal are contingent upon your acceptance of Esri's Small Municipal and County Government EA terms and conditions. This program offer is valid for 90 days. To complete the agreement within this time frame, please contact me within the next seven days to work through any questions or concerns you may have. To expedite your acceptance of this EA offer: I . Sign and return the EA contract with a Purchase Order or issue a Purchase Order that references this EA Quotation and includes the following statement on the face of the Purchase Order: "THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND CONDITIONS OF THE ESRI SMALL MUNICIPAL AND COUNTY GOVERNMENT EA, AND ADDITIONAL TERMS AND CONDITIONS IN THIS PURCHASE ORDER WILL NOT APPLY." Have it signed by an authorized representative of the organization. 2. On the first page of the EA, identify the central point of contact/agreement administrator. The agreement administrator is the party that will be the contact for management of the software, administration issues, and general operations. Information should include name, title (if applicable), address, phone number, and e-mail address. 3. In the purchase order, identify the "Ship to" and "Bill to" information for your organization. FIN• INIFIF1011111•110111••ill 1111 11111 M116 K 3 80 New York Street Redlands, CA 92373-8100 e-mail: service@esri.com fax documents to: 909-307-3083 I appreciate the opportunity to present you with this proposal, and I believe it will bring great benefits to your organization. ZINITIViTIM pzrlfr -�� 73' Environmental Systems Research Institute, Inc. t New York St Redlands, CA t0 Phone: .t 909-307-3049 DUNS 1.Code: To - this quotation to your purchase order. Quote is valid from: OZ2�19 To: 0512512019 Date: February 24, 2019 City of Yakima Administration 129 N 2nd St Yakima, WA98901 • ffliciz r• �• Material Qty Description Unit Price Total 110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise 30,000.00 30,000.00 License Agreement 110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise 40,000.00 40,000.00 License Agreement 110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise 50,000.00 50,000.00 License Agreement Item Total: 120,000.00 Subtotal: 120,000.00 Sales Tax: 9,840.00 Estimated Shipping & Handling(2 Day Delivery) : 0.00 Contract Pricing Adjust: 0.00 Total: $129,840.00 The stepped pricing quoted here is a onetime offer and valid through the 3 year term of this Enterprise Agreement. The Enterprise Agreement renewal fee will be based on the List Price at the time of renewal. Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. For questions contact: Scott Wolter Email: swolter@esri.com Phone: (360) 754-4727 x8671 x8671 The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/mediaAegal/product-specific-terms-of-use/e300.pdt, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri's standard terms and conditions found at https://assets.esri.com/content/dam/esrisites/media/legal/ma-full/ma-full.pdf apply to your purchase of that item. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin. if sending remittance, please address to: Esri, P.O. Box 741076, Los Angeles, CA 90074-1076 WOLTERS Thic nffPr is IdmdtPrl to the tPrmc and ennrlitinnc inrnrnnratPrl and attarhPrd hPrPin_ Customer may accept this Agreement by signing and returning the whole Agreement with (i) the Quotation attached, (ii) a purchase order, or (iii) another document that matches the Quotation and references this Agreement ("Ordering Document'). ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S PURCHASE ORDER OR OTHER DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL GOVERN. This Agreement is effective as of the date of Esri's receipt of an Ordering Document, unless otherwise agreed to by the parties ("Effective Date"). Term of Agreement: Three (3) years This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4— Product Updates, no modifications can be made to this Agreement. Accepted and Agreed: Cit of Yakima (Customer) By: A-ufho6i4d sign ure Printed Name:. Cliff Moore Title: U Date: CITYCONTRACTNO: 2011L RESOLUTION NO: --W—A.,-L CUSTOMER CONTACT INFORMATION Contact: Tom Sellsted Telephone., 509.576.6602 Address: 129 N 2nd St City, State, Postal Code: Yakima, WA 98901 Country: USA Quotation Number (if applicable): 20545884 Ii R Page 2 of 6 November 20, 2018 Esri Use Only: Cust. Name• THE SCDENCE Cust. # OF PO # WHERE Esri Agreement # ENTERPRISESMALL COUNTY AND MUNICIPALITY GOVERNMENT This Agreement is by and between the organization identified in the Quotation ("Customer") and Environmental Systems Research Institute, Inc. ("Esri"). This Agreement sets forth the terms for Customer's use of Products and incorporates by reference (i) the Quotation and (ii) the Master Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (i) the Quotation, (ii) this Agreement, and (iii) the Master Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state in which Customer is located without reference to conflict of laws principles, and the United States of America federal law shall govern in matters of intellectual property. The modifications and additional rights granted in this Agreement apply only to the Products listed in Table A. Uncapped Quarntities Desktop Software and Extensions (Single Use) ArcGIS Desktop Advanced ArcGIS Desktop Standard ArcGIS Desktop Basic ArcGIS Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Publisher, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Workflow Manager, ArcGIS Data Reviewer Enterprise Software and Extensions ArcGIS Enterprise and Workgroup (Advanced and Standard) ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Workflow Manager Enterprise Additional Capability Servers ArcGIS Image Server Table A t of Products Developer Tools ArcGIS Engine ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Engine Geodatabase Update, ArcGIS Network Analyst, ArcGIS Schematics ArcGIS Runtime (Standard) ArcGIS Runtime Analysis Extension Limited Quantities One (1) Professional subscription to ArcGIS Developer" Two (2) Esri CityEngine Advanced Single Use Licenses 250 ArcGIS Online Viewers 250 ArcGIS Online Creators 37,500 ArcGIS Online Service Credits 250 Level 2 ArcGIS Enterprise Named Users 5 Insights for ArcGIS for use with ArcGIS Enterprise 5 Insights for ArcGIS for use with ArcGIS Online OTHER BENEFITS Number of Esri User Conference registrations provided annually 4 Number of Tier 1 Help Desk individuals authorized to call Esri 4 Maximum number of sets of backup media, if requested** 2 Self -Paced e -Learning Uncapped Five percent (5%) discount on all individual commercially available instructor -led training classes at Esri facilities purchased outside this Agreement (Discount does not apply to Small Enterprise Training Package) * Maintenance is not provided for these items **Additional sets of backup media may be purchased for a fee Page 1 of 6 November 20, 2018 In addition to the definitions provided in the Master Agreement, the following definitions apply to this Agreement: "Case" means a failure of the Software or Online Services to operate according to the Documentation where such failure substantially impacts operational or functional performance. "Deploy", "Deployed" and "Deployment" mean to redistribute and install the Products and related Authorization Codes within Customer's organization (s). "Fee" means the fee set forth in the Quotation. "Maintenance" means Tier 2 Support, Product updates, and Product patches provided to Customer during the Term of Agreement. "Master Agreement" means the applicable master agreement for Esri Products incorporated by this reference that is (i) found at htt : I .esri c mile aliso tw r -1 ease and available in the installation process requiring acceptance by electronic acknowledgment or (ii) a signed Esri master agreement or license agreement that supersedes such electronically acknowledged master agreement. "Product(s)" means the products identified in Table A—List of Products and any updates to the list Esri provides in writing. "Quotation" means the offer letter and quotation provided separately to Customer. "Technical Support" means the technical assistance for attempting resolution of a reported Case through error correction, patches, hot fixes, workarounds, replacement deliveries, or any other type of Product corrections or modifications. "Tier 1 Help Desk" means Customer's point of contact(s) to provide all Tier 1 Support within Customer's organization(s). "Tier 1 Support" means the Technical Support provided by the Tier 1 Help Desk. "Tier 2 Support" means the Esri Technical Support provided to the Tier 1 Help Desk when a Case cannot be resolved through Tier 1 Support. 2.1 Grant of License. Subject to the terms and conditions of this Agreement, Esri grants to Customer a personal, nonexclusive, nontransferable license solely to use, copy, and Deploy quantities of the Products listed in Table A—List of Products for the Term of Agreement (i) for the applicable Fee and (ii) in accordance with the Master Agreement. 2.2 Consultant Access. Esri grants Customer the right to permit Customer's consultants or contractors to use the Products exclusively for Customer's benefit. Customer will be solely responsible for compliance by consultants and contractors with this Agreement and will ensure that the consultant or contractor discontinues use of Products upon completion of work for Customer. Access to or use of Products by consultants or contractors not exclusively for Customer's benefit is prohibited. Customer may not permit its consultants or contractors to install Software or Data on consultant, contractor, or third -party computers or remove Software or Data from Customer locations, except for the purpose of hosting the Software or Data on Contractor servers for the benefit of Customer. 1 Term. This Agreement and all licenses hereunder will commence on the Effective Date and continue for the duration identified in the Term of Agreement, unless this Agreement is terminated earlier as provided herein. Customer is only authorized to use Products during the Term of Agreement. For an Agreement with a limited term, Esri does not grant Customer an indefinite or a perpetual license to Products. 3.2 No Use upon Agreement Expiration or Termination. All Product licenses, all Maintenance, and Esri User Conference registrations terminate upon expiration or termination of this Agreement. 3.3 Termination for a Material Breach. Either party may terminate this Agreement for a material breach by the other party. The breaching party will have thirty (30) days from the date of written notice to cure any material breach. 3.4 Termination for Lack of Funds. For an Agreement with government or government- owned entities, either party may terminate this Agreement before any subsequent year if Page 3 of 6 November 20, 2018 Customer is unable to secure funding through the legislative or governing body's approval process. 3.5 Follow-on Term. If the parties enter into another agreement substantially similar to this Agreement for an additional term, the effective date of the follow-on agreement will be the day after the expiration date of this Agreement. i i 1 . Customer will provide Tier 1 Support through the Tier 1 Help Desk to all Customer's authorized users. 2. The Tier 1 Help Desk will be fully trained in the Products. Page 4 of 6 November 20, 2018 3. At a minimum, Tier 1 Support will include those activities that assist the user in 4.0—PRODUCT UPDATES resolving how-to and operational questions as well as questions on installation and 4.1 Future Updates. Esri reserves the right to troubleshooting procedures. update the list of Products in Table A—List of Products by providing written notice to 4. The Tier 1 Help Desk will be the initial point Customer. Customer may continue to use all of contact for all questions and reporting of a Products that have been Deployed, but support Case. The Tier 1 Help Desk will obtain a full and upgrades for deleted items may not be description of each reported Case and the available. As new Products are incorporated into system configuration from the user. This the standard program, they will be offered to may include obtaining any customizations, Customer via written notice for incorporation into code samples, or data involved in the Case. the Products schedule at no additional charge. Customer's use of new or updated Products 5. If the Tier 1 Help Desk cannot resolve the requires Customer to adhere to applicable Case, an authorized Tier 1 Help Desk additional or revised terms and conditions in the individual may contact Tier Support. The Master Agreement. Tier 1 Help Desk will provide support in such a way as to minimize repeat calls and make 4.2 Product Life Cycle. During the Term of solutions to problems available to Agreement, some Products may be retired or - Customer's organization. may no longer be available to Deploy in the identified quantities. Maintenance will be subject 6. Tier 1 Help Desk individuals are the only to the individual Product Life Cycle Support individuals authorized to contact Tier 2 Status and Product Life Cycle Support Policy, Support. Customer may change the Tier 1 which can be found at Help Desk individuals by written notice to htt : Isu o . sri.cL content roductlifec .cl, Esri. es. Updates for Products in the mature and retired phases may not be available. Customer b. Tier may continue to use Products already Deployed, . Tier 2 Support will log the calls received - but Customer will not be able to Deploy retired from Tier 1 Help Desk. Products. 2. Tier 2 Support will review all information collected by and received from the Tier 1 5.0—MAINTENANCE Help Desk including preliminary documented troubleshooting provided by the Tier 1 Help The Fee includes standard maintenance benefits Desk when Tier 2 Support is required. during the Term of Agreement as specified in the most current applicable Esri Maintenance and 3. Tier 2 Support may request that Tier 1 Help Support Program document (found at Desk individuals provide verification of http://.esri.comllWD. At Esri's sole discretion, information, additional information, or Esri may make patches, hot fixes, or updates answers to additional questions to available for download. No Software other than the supplement any preliminary information defined Products will receive Maintenance. gathering or troubleshooting performed by Customer may acquire maintenance for other Tier 1 Help Desk. Software outside this Agreement. 4. Tier 2 Support will attempt to resolve the Case submitted by Tier 1 Help Desk. Page 4 of 6 November 20, 2018 5. When the Case is resolved, Tier 2 Support will communicate the information to Tier 1 Help Desk, and Tier 1 Help Desk will disseminate the resolution to the user(s). This Agreement will not be construed or interpreted as an exclusive dealings agreement or Customer's endorsement of Products. Either party may publicize the existence of this Agreement. 7.1 OEM Licenses. Under Esri's OEM or Solution OEM programs, OEM partners are authorized to embed or bundle portions of Esri products and services with their application or service. OEM partners' business model, licensing terms and conditions, and pricing are independent of this Agreement. Customer will not seek any discount from the OEM partner or Esri based on the availability of Products under this Agreement. Customer will not decouple Esri products or services from the OEM partners' application or service. 7.2 Annual Report of Deployments. At each anniversary date and ninety (90) calendar days prior to the expiration of this Agreement, Customer will provide Esri with a written report detailing all Deployments. Upon request, Customer will provide records sufficient to verify the accuracy of the annual report. 8.0—ORDERING, PROCEDURES,AND DEPLOYMEVT 8.1 Orders, Delivery, and Deployment ® Upon the Effective Date, Esri will invoice Customer and provide Authorization Codes to activate the nondestructive copy protection program that enables Customer to download, operate, or allow access to the Products. If this is a multi-year Agreement, Esri may invoice the Fee before the annual anniversary date for each year. c. If requested, Esri will ship backup media to the ship -to address identified on the Ordering Document, FOB Destination, with shipping charges prepaid. Customer acknowledges that should sales or use taxes become due as a result of any shipments of tangible media, Esri has a right to invoice and Customer will pay any such sales or use tax associated with the receipt of tangible media. 8.2 Order Requirements. Esri does not require Customer to issue a purchase order. Customer may submit a purchase order in accordance with its own process requirements, provided that if Customer issues a purchase order, Customer will submit its initial purchase order on the Effective Date. If this is a multi-year Agreement, Customer will submit subsequent purchase orders to Esri at least thirty (30) calendar days before the annual anniversary date for each year. a. All orders pertaining to this Agreement will be processed through Customer's centralized point of contact. b. The following information will be included in each Ordering Document: (1) Customer name; Esri customer number, if known; and bill -to and ship -to addresses (2) Order number (3) Applicable annual payment due t� 1 - DIVESTITURES If Customer is a commercial entity, Customer will notify Esri in writing in the event of (i) a consolidation, merger, or reorganization of Customer with or into another corporation or entity; (ii) Customer's acquisition of another entity; or (iii) a transfer or sale of all or part of Customer's organization (subsections i, ii, and iii, collectively referred to as "Ownership Change"). There will be no decrease in Fee as a result of any Ownership Change. 9.1 If an Ownership Change increases the cumulative program count beyond the maximum level for this Agreement, Esri reserves the right to increase the Fee or terminate this Agreement and the parties will negotiate a new agreement. b. Undisputed invoices will be due and payable within thirty (30) calendar days from the date of 9.2 If an Ownership Change results in transfer or invoice. Esri's federal ID number is 95-2775-732. sale of a portion of Customer's organization, that portion of Customer's organization will transfer Page 5 of 6 November 20, 2018 the Products toCustomer oruninatal|.remove, and destroy all copies ofthe Products. 9'3This Agreement may not be assigned 1oa . successor entity aoaresult ofanOwnership Change unless approved byEshinwriting in advance. |fthe assignment bothe new entity ia not approved, Customer will require any successor entity ho uninobaU, nenncme, and destroy the Products. This Agreement will terminate upon such Ownership Change. _ .. - Page Oof6 November 20,%O18 Master Agreement IEN Revised 10/12/2018 IMPORTANT—READ CAREFULLY Unless superseded by a signed license agreement between you and Esri, Esri is willing to provide Esr! Offerings and Services to you only if you accept all terms and conditions contained in this Agreement as the sole and final agreement of the parties regarding your acquisition of these Esri Offerings and Services. Please read the terms and conditions carefully. You may not use the Esri Offerings until you have agreed to the terms and conditions of the Agreement. If you do not agree to the terms and conditions as stated, click "I do not accept the Master Agreement" below; you may then request a refund of applicable fees paid. This Master Agreement ("Agreement") is between you ("Customer") and Environmental Systems Research Institute, Inc. ("Esri"), a California corporation with a place of business at 380 New York Street, Redlands, California 92373-8100 USA. Attachment A contains definitions of capitalized terms used throughout this Agreement. Each section of this Agreement may include additional definitions that are used exclusively within that section. 1.0 GENERAL GRANT OF RIGHTS AND RESTRICTIONS 1.1 Grant of Rights. In consideration of Customer's payment of all applicable fees and in accordance with this Agreement, Esri a. Provides Services as set forth in this Agreement; b. Grants to Customer a nonexclusive, nontransferable right and license or subscription to access and use Esri Offerings as set forth in the Specifications and applicable Ordering Documents; and c. Authorizes Customer to copy and make derivative works of the Documentation for Customer's own internal use in conjunction with Customer's authorized use of Esri Offerings. Customer will include the following copyright attribution notice acknowledging the proprietary rights of Esri and its licensors in any derivative work: "Portions of this document include intellectual property of Esri and its licensors and are used under license. Copyright © [Customer will insert the actual copyright date(s) from the source materials.] Esri and its licensors. All rights reserved." The grants of rights in this section (i) continue for the duration of the subscription or applicable Term or perpetually if no Term is applicable or identified in the Ordering Documents and (ii) are subject to additional rights and restrictions in this Agreement including Attachment S. 1.2 Consultant or Contractor Access. Customer may authorize its consultants or contractors to (i) host Esri Offerings for Customer's benefit and (ii) use Esri Offerings exclusively for Customer's benefit. Customer will be solely responsible for its consultants' and contractors' compliance with this Agreement and will ensure that each consultant or contractor discontinues use of Esri Offerings upon completion of work for Customer. Access to or use of Esri Offerings by consultants or contractors that is not exclusively for Customer's benefit is prohibited. 1.3 Reservation of Rights. All Esri Offerings are the copyrighted works of Esri or its licensors; all rights not specifically granted in this Agreement are reserved. r rLMOYjOAUU44jNLINE 2.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "Anonymous Users" means all who have public access (i.e., without having to provide a Named User Credential) to any part of Customer Content or Customer's Value -Added Applications. E204CW Page 1 of 15 October 12, 2018 b. "App Login Credentials)" means a system -generated application login and associated password, provided when registering a Value -Added Application with ArcGIS Online, which when embedded in a Value -Added Application allows the Value -Added Application to access and use Online Services. c. "Concurrent Use License" means a license to install and use Software on computer(s) on a network, provided that the number of simultaneous users may not exceed the number of licenses acquired. A Concurrent Use License includes the right to run passive failover instances of Concurrent Use License management software in a separate operating system environment for temporary failover support. d. "Deployment License" means a license to incorporate ArcGIS Runtime components in Value -Added Applications and distribute Value -Added Applications to Customer's end users. e. "Deployment Server License" means a license to use Software under a Server License for all uses permitted in this Agreement and as described in the Documentation. f. "Development Server License" means a license to use Software under a Server License only to build and test Value -Added Applications as described in the Documentation. g, "Development Use" means the right to install and use Products to build and test Value -Added Applications as described in the Documentation. h. "Dual Use License" means the right to install Software on a desktop computer and use it simultaneously with either a personal digital assistant (PDA) or handheld mobile computer as long as the Software is only used by a single individual at any time. i "Failover License" means a license to install Software on redundant systems for failover operations, but the redundantly installed Software may be operational only during the period the primary site is nonoperational. Except for system maintenance and updating of databases, the redundant Software installation(s) will remain dormant while the primary site (or any other redundant site) is operational. j. "Named User(s)" is Customer's employee, agent, consultant, or contractor to whom Customer has assigned a unique, secure login credential (identity) enabling access to a Product that requires such identity in order to access identity -managed capabilities within a Product for Customer's exclusive benefit. For educational use, Named Users may include registered students. k. "Named User Credential(s)" means an individual person's login and associated password enabling that person to access and use Products. I. "Named User License" means the right for a single Named User to use a specific Esri Offering. m. "Online Services Subscription" means a limited -term subscription conveying the right for one or more Named Users to access and use Online Services. n. "Redistribution License" means a license to reproduce and distribute Software provided that 1. Customer reproduces and distributes the Software in its entirety; 2. A license agreement that protects the Software to the same extent as this Agreement accompanies each copy of the Software, and the recipient agrees to the terms and conditions of the license agreement; 3. Customer reproduces all copyright and trademark attributions and notices; and 4. Customer does not charge a fee to others for the use of the Software. o. "Server License" means a license to install and use Software on a server computer. Server Licenses may be subject to a limited number of server cores or distributed deployment on multiple servers as described in the Ordering Documents or Documentation. If the Software description includes failover use rights, each Server License includes a Failover License. p. "Service Credit(s)" means a unit of exchange for consumption of services that can be used with an Online Services Subscription. q. "Sharing Tools" means publishing capabilities included with Online Services that allow Customer to make Customer Content and Value -Added Applications available to third parties or Anonymous Users. r. "Single Use License" means a license for a single authorized end user to install and use Software on a single computer. The single authorized end user may also install a second copy for the end user's exclusive use on a second computer as long as only 1 copy of Software is in use at any time. No other end user may use Software under the same license at the same time for any other purpose. s. "Staging Server License" means a license to use Software under a Server License to build and test Value - Added Applications and map caches; conduct user acceptance, performance, and load testing of other third - party software; stage new commercial data updates; and conduct training activities as described in the Documentation. Customer may use Value -Added Applications and map caches with Development and Deployment Server Licenses. E204CW Page 2 of 15 October 12, 2018 2.2 License and Subscription Types. Esri provides Software Products under one or more of the license or subscription types identified in the definitions above. The Documentation and Ordering Documents identify which license or subscription type(s) applies to the ordered Products. a. Customer may 1. Install, access, or store Software and Data on electronic storage device(s); 2, Make archival copies and routine computer backups; 3� Install and use a newer version of Software concurrently with the version to be replaced during a reasonable transition period not to exceed 6 months, provided that the deployment of either version does not exceed Customer's licensed quantity; thereafter, Customer will not use more Software in the aggregate than Customer's total licensed quantity. This concurrent use right does not apply to Software licensed for Development Use. 4. Move Software in the licensed configuration to a replacement computer; 5. Distribute Software and any associated Authorization Codes required for use of a Deployment License to third parties; and 6. Use server Software for Commercial ASP Use only if Customer has procured a Commercial ASP Use license or is a governmental or not-for-profit organization that operates a website or offers an Internet service on a cost -recovery basis and not for profit. b. Customer may customize Software using any macro or scripting language, APIs, or source or object code libraries but only to the extent that such customization is described in the Documentation. c. Customer may use all fonts provided with Software for any authorized use of the Software. Customer may also use Esri fonts separately to print any output created by the Software. Any use restrictions for third -party fonts included with the Software are set forth in the font file itself. d. Esri publishes Product -specific Software terms of use at htt :IJ esri, /le tl co -of -use. 2.4 Online Services Terms of Use a. Online Services Descriptions. Esri publishes Online Services Subscription -specific terms of use at http:ilwww,esri.com/legal/scoRe-of-use. Use of Online Services is also subject to the Cloud Services terms found in Attachment B. b. Modifications of Online Services. Esri may change Online Services and associated APIs at any time, subject to 30 days' notice of material changes and 90 days' notice for deprecations. If any modification, discontinuation, or deprecation of Online Services causes a material, adverse impact to Customer's operations, Esri may, at its discretion, attempt to repair, correct, or provide a workaround for Online Services. If a viable solution is not commercially reasonable, Customer may cancel its subscription to Online Services, and Esri will issue a prorated refund. c. Sharing Customer Content. Sharing Customer Content using Sharing Tools enables third parties to use, store, cache, copy, reproduce, (re)distribute, and (re)transmit Customer Content through Online Services. Esri is not responsible for any loss, deletion, modification, or disclosure of Customer Content resulting from use or misuse of Sharing Tools or Online Services, Customer Content, ArcGIS Website, Documentation, or related materials. Customer's use of Sharing Tools is at Customer's sole risk. d. Limits on Use of Online Services, Service Credits. Each Online Services Subscription includes Service Credits as described in the applicable Ordering Document. Each Service Credit entitles Customer to consume a set amount of Online Services, the amount varying depending on the Online Services that Customer is using. As Customer consumes Online Services, Service Credits are automatically debited from Customer's subscription, up to the maximum number of Service Credits available. Customer may purchase additional Service Credits as needed. Esri will notify Customer's subscription account administrator when Customer's Service Credit consumption reaches approximately 75 percent of the Service Credits allocated to Customer through Customer's subscription. Esri reserves the right to suspend Customer's access to Online Services that consume Service Credits when Customer has consumed all its Service Credits. Esri will promptly restore Customer's access to its Online Services once Customer has purchased additional Service Credits. E204CW Page 3 of 15 October 12, 2018 2.5 Named User Licenses. The following terms apply to Software and Online Services for which Customer acquires Named User Licenses. a. Named Users 1. Named User login credentials are for designated users only and may not be shared with other individuals. 2. Customer may reassign a Named User License to another user if the former user no longer requires access to the Software or Online Services. 3. Customer may not add third parties as Named Users, other than third parties included within the definition of Named Users. b. Value -Added Applications 1. Customer is responsible for the development, operation, and technical support of Customer Content and Value -Added Applications. 2. Customer may not embed a Named User Credential into Value -Added Applications. Value -Added Applications that enable access to Customer's private data or content must require individual users to log in to the application(s) with their unique Named User login credentials. 3. Customer may embed an App Login Credential into Value -Added Applications that provide access by Anonymous Users to services, content, or data that has been published for shared access by Anonymous Users through the use of Sharing Tools included with Customer's authorized use of Software or Online Services. 4. Customer may not embed an App Login Credential into Value -Added Applications that enables access to Customer's private data or content. Value -Added Applications that enable access to Customer's private data or content must require individual users to log in to the application(s) with their unique Named User login credentials. 5. Customer may not provide a third party, other than third parties included within the definition of Named Users, with access to Software or Online Services, other than through Customer's Value -Added Application(s). 6. Customer may transfer Value -Added Applications to any third party for use in conjunction with the third party's own Software license or Online Services Subscription. c. Anonymous Users. Anonymous Users may only access Software or Online Services through Value -Added Applications that provide access to services, content, or data that has been published for shared access through the use of Sharing Tools included with Customer's authorized use of Software or Online Services. 2.6 Limited -Use Programs a. Trial, Evaluation, and Beta Programs. Products acquired under a trial, evaluation, or Beta program are licensed for evaluation and testing purposes only and not for commercial use. Any such use is at Customer's own risk, and the Products do not qualify for Maintenance. If Customer does not convert to apurchased license or subscription prior to the expiration of the trial, evaluation, or Beta license, Customer may lose any Customer Content and customizations made during the license term. If Customer does not wish to purchase a license or subscription, Customer should export such Customer Content before the license expires. b. Educational Programs. Customer agrees to use Products provided under an educational program solely for educational purposes during the educational use Term. Customer shall not use Products for any Administrative Use unless Customer has acquired an Administrative Use license. "Administrative Use" means administrative activities that are not directly related to instruction or education, such as asset mapping, facilities management, demographic analysis, routing, campus safety, and accessibility analysis. Customer shall not use Products for revenue -generating or for-profit purposes. c. Grant Programs. Customer may use Products provided under a grant program for noncommercial purposes only. Except for cost recovery of using and operating the Products, Customer shall not use Products for revenue -generating or for-profit purposes. d. Other Esri Limited -Use Programs. If Customer acquires Products under any limited -use program not listed above, Customer's use of the Products may be subject to the terms set forth in the applicable launching page or enrollment form or as described on Esri's website in addition to the nonconflicting terms of this Agreement. E204CW Page 4 of 15 October 12, 2018 3.1 Definitions. The following definitions supplement the definitions provided in Attachment A a. "Business Listing Data" means any dataset that includes a list of businesses and may include other associated business attributes. b. "Esri Content Package(s)" means a digital file containing ArcGIS Online basemap content (e.g., raster map tiles, images, vector data) extracted from the ArcGIS Online basemap services. c. "Street Data" means Data that includes or depicts information about roads, streets, and related features. 3.2 Permitted Uses a. Unless otherwise authorized in writing, Customer may only use Data with the Products for which Esri has provided the Data. b. Customer may include representations of Data in hard -copy or static, electronic format (e.g., PDF, GIF, JPEG, HTML); in ArcGIS Web Maps; or in Esri Story Maps apps for the purposes of visualizing Data (including basic interactions such as panning, zooming, and identifying map features with simple pop -ups) for use in presentation packages, marketing studies, or other reports or documents containing map images or data summaries derived from the use of Esri Products to third parties subject to restrictions set forth in this Agreement, provided that Customer affixes an attribution statement to the Data representations acknowledging Esri or its applicable licensor(s) as the source of the portion(s) of the Data used for the Data representation. c. Customer may take ArcGIS Online basemaps offline through Esri Content Packages and subsequently deliver (transfer) them to any device for use with licensed ArcGIS Runtime applications and ArcGIS Desktop. Customer may not otherwise scrape, download, or store Data. d. Esri does not acquire any rights in Customer Content under this Agreement. 3.3 Use Restrictions a. Customer may not act directly or authorize its customers to cobrand Data, use Data in any unauthorized service or product, or offer Data through or on behalf of any third party. b. Customer may not use or allow third parties to use Data, for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from compilation of information that is sold, rented, published, furnished, or in any manner provided to a third party. c. Business Listing Data. Unless authorized in writing, Customer may not use Business Listing Data for any direct marketing purposes, resale publication, or distribution to any third party as part of any mailing list, directory, classified advertising, or other compilation of information. d. Street Data. Customer may use Street Data for mapping, geocoding, routing, and transportation network analysis purposes. Unless otherwise authorized in writing, Customer may not use Street Data for 1. Real-time navigational guidance, including alerting a user about upcoming maneuvers, such as warning of an upcoming turn or calculating an alternate route if a turn is missed; 2. Synchronized multivehicle routing; or 3. Synchronized route optimization. e. Business Analyst Data. Customer may cache Data provided with ArcGIS Business Analyst Mobile App on a mobile device for use in conjunction with its use of ArcGIS Business Analyst Server. Customer may not otherwise cache or download such Data. f. Partial Dataset Licenses: If Customer orders a subset of a dataset (e.g., a country, region, state, or local portion of a global database), Customer may use only the licensed subset, not any other portion of the full dataset. g. Esri MapStudio Data. Customer may create, publicly display, and distribute maps in hard -copy or static electronic format for news -reporting purposes only. h. Michael Bauer Research International Boundaries Data ("MBR Data'). Customer's right to use data downloaded to Customer's premises (e.g., MBR Data stored in ArcGIS Enterprise, ArcGIS Desktop) terminates 2 years after download. E204CW Page 5 of 15 October 12, 2018 3.4 Supplemental Terms and Conditions for Data. Certain Data licensors require Esri to flow down additional attribution requirements and terms of use to Customer: These terms supplement and amend the terms of this Agreement and are available at www,esri.com/leaallthird-r)artv-data. 4.0 MAINTENANCE 4.1 US Customers. Esri will provide Maintenance for Software and Online Services in accordance with the Esri Maintenance and Support Program and this Agreement if Customer is in the United States. 4.2 Customers outside the United States. Customer may obtain maintenance services from their local Esri distributor under the distributor's own standard support policy. E204CW Page 6 of 15 October 12, 2018 The following glossary of terms applies to all Esri Offerings and Services that Esri may provide to its customers. Certain Esri Offerings or Services may not be within the scope of this Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this Agreement. "Affiliate" means any entity that directly or indirectly (i) Controls; (ii) is Controlled by; or (iii) is under common Control with a party, where "Control" means having more than 50 percent of the voting stock or other voting interest in the Controlled entity. "API" means application programming interface. "ArCGIS Website" means www.arcgis.com and any related or successor websites. "Authorization Code(s)" means any key, authorization number, enablement code, login credential, activation code, token, user name and password, or other mechanism required for use of Esri Offerings. "Beta" means any alpha, beta, or other prerelease version of a Product. "Cloud Services" means Online Services and FMCS. "Commercial ASP Use" means use as a commercial application service provider, that is, to generate revenue by providing access to Software or Online Services through a Value -Added Application, for example, by charging a subscription fee, service fee, or any other form of transaction fee or by generating more than incidental advertising revenue. "Content" means data, images, photographs, animations, video, audio, text, maps, databases, data models, spreadsheets, user interfaces, graphics components, icons, software, and other resources. "Control" means having more than 50 percent of the voting stock or other voting interest in the Controlled entity. "Customer Content" means any Content that Customer provides, uses, or develops in connection with Customer's use of Esri Offerings or Services, including Value -Added Applications. Customer Content excludes any feedback, suggestions, or requests for improvements that Customer provides to Esri. "Data" means any commercially available digital dataset(s) including, but not limited to, geographic vector data, raster data reports, or associated tabular attributes that Esri bundles with other Esri Offerings or delivers independently. "Deliverables" means anything that Esri delivers to Customer as a result of performance of Professional Services. "Documentation" means all user reference documentation that Esri provides with a Deliverable or an Esri Offering. "Esri Managed Cloud Services" or "EMCS" means a Customer -specific cloud infrastructure, Software, Data, and network platform that Esri hosts, manages, and makes available to Customer or Customer's end users via the Internet. "Esri Offering(s)" means any Product or Documentation. If Esri provides Training or Professional Services directly to Customer, then Esri Offerings also include Deliverables and Training Materials. Esri Offerings exclude Services and Third -Party Content. "GIS" means geographic information system. E204CW Page 7 of 15 October 12, 2018 "Maintenance" means a subscription program that Esri provides and that entitles Customer to Product updates and other benefits such as access to technical support and self -paced, web -based learning resources. "Malicious Code" means software viruses; worms; time bombs; Trojan horses; or any other computer code, files, denial of service, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment. "Online Services" means any commercially available, Internet -based geospatial system that Esri provides, including applications and associated APIs for storing, managing, publishing, and using maps, data, and other information. Online Services exclude Data and Content. "Ordering Document(s)" means a sales quotation, Maintenance renewal quote, purchase order, proposal, Task Order, or other document identifying Esri Offerings, updates, or Services that Customer orders. "Perpetual License" means a license to use a version of the Esri Offering for which applicable license fees have been paid, indefinitely, unless terminated by Esri or Customer as authorized under this Agreement. "Product(s)" means Software, Data, and Online Services.. "Professional Services" means any development or consulting services that Esri provides to Customer. "Sample(s)" means sample code, sample applications, add-ons, or sample extensions of Products. "Service(s)" means Maintenance. If Esri provides FMCS, Training, or Professional Services directly to Customer, then Services also include EMCS, Training, and Professional Services. "Software" means any proprietary commercial off-the-shelf software, excluding Data, accessed or downloaded from an Esri-authorized website or that Esri delivers on any media in any format including backups, updates, service packs, patches, hot fixes, or permitted merged copies. "Specification (s)" means (i) the Documentation for Software and Online Services, (ii) the scope of work set forth in any Task Order, or (iii) Esri's published course descriptions for Training. "Task Order(s)" means an Ordering Document for Services. "Term License" means a license for use of an Esri Offering for a limited time period ("Term"). "Third -Party Content" means any Content that Customer may obtain from a third -party website or that persons other than Esri employees, suppliers, or contractors may directly contribute to Esri's website. "Training" means (i) Product training or (ii) related training that Esri provides under this Agreement. "Training Materials" means digital or printed content required to complete Training, which may include, but is not limited to, workbooks, data, concepts, exercises, assessments, and exams. "Value -Added Application(s)" means an application developed by Customer for use in conjunction with the authorized use of any Software, Data, or Online Services. E204CW Page 8 of 15 October 12, 2018 The following general terms and conditions apply to all Esri Offerings and Services that Esri may offer to its customers. Certain Esri Offerings or Services may not be available under this Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this Agreement. Except as expressly permitted in this Agreement, Customer will not a. Sell, rent, lease, sublicense, distribute, lend, time-share, or assign Services or Esri Offerings; b. Distribute or provide direct access to Services or Esri Offerings to third parties, in whole or in part, including, but not limited to, extensions, components, or DLLs; c. Distribute Authorization Codes to third parties; d. Reverse engineer, decompile, or disassemble any Product or Deliverable delivered in compiled form; e. Make any attempt to circumvent the technological measure(s) that controls access to or use of Esri Offerings; f. Store, cache, use, upload, distribute, or sublicense Content or otherwise use Esri Offerings in violation of Esri's or a third -party's rights, including intellectual property rights, privacy rights, nondiscrimination laws, export laws, or any other applicable law or regulation; g.Remove or obscure any Esri or its licensors' patent, copyright, trademark, proprietary rights notices, or legends contained in or affixed to any Esri Offerings, output, metadata file, or online or hard -copy attribution page of any Data or Documentation; h. Unbundle or independently use individual or component parts of Esri Offerings; i. Incorporate any portion of Esri Offerings into a product or service for third -party use that competes with the Esri Offerings; j. Publish or in any other way communicate the results of benchmark tests run on Beta Products without the prior written permission of Esri and its licensors; or k. Use, incorporate, modify, distribute, provide access to, or combine any Esri Offerings in a manner that would subject any Esri Offering to open -source or open -database license terms that require any part of the Esri Offering to be 1. Disclosed in source code form to third parties; 2. Licensed to third parties for the purpose of making derivative works; or 3. Redistributable to third parties at no charge. These restrictions will not apply to the extent that they conflict with applicable law or regulation. 2.1 Customer may terminate this Agreement or any Esri Offerings license or subscription at any time upon written notice to Esri. Termination without cause does not entitle Customer to receive any refund of fees paid. Any right to terminate pending Services engagements for convenience is set forth in the applicable section in the body of this Agreement. Either party may terminate this Agreement or any license or subscription for a material breach that is not cured within 30 days of written notice to the breaching party. Upon any termination of this Agreement for breach, Esri will stop providing Services. Any licenses in Esri Offerings that survive termination of this Agreement continue under the terms of this Agreement. 2.2 If Esri terminates this Agreement following Customer's breach, then Esri may also, at its election, terminate Customer's licenses or subscriptions to Esri Offerings. If Customer terminates this Agreement for cause or convenience,then Customer may, at its election, also terminate Customer's licenses or subscriptions to Esri Offerings. 2.3 Upon any termination or expiration of a license or subscription, Customer will a. Stop accessing and using the terminated or expired Esri Offerings; b. Clear any client -side data cache derived from the terminated or expired Cloud Services; and E204CW Page 9 of 15 October 12, 2018 c. Stop using and uninstall, remove, and destroy all copies of the terminated or expired Esri Offerings in Customer's possession or control, including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to Esri or its authorized distributor. Esri may stop performing Services immediately upon written notice to Customer if a bankruptcy or insolvency proceeding is commenced by or against Customer until the trustee cures any existing defaults and provides adequate assurance of future performance under this Agreement. This Agreement terminates upon the insolvency, liquidation, or dissolution of either party. ARTICLE 3—LIMITED WARRANTIES AND DISCLAIMERS 3.1 Limited Warranties. Except as disclaimed below, Esri warrants to Customer that (i) Products and Training will substantially comply with the applicable Specifications and (ii) Services will substantially conform to the professional and technical standards of the industry. The warranty period for Esri Offerings offered under a Perpetual License and for Services runs for 90 days from the date of delivery or from the date of acceptance if this Agreement provides an acceptance period. The warranty period for Esri Offerings offered under a subscription or Term License basis runs for the lesser of (i) the duration of the subscription or term or (ii) 90 days from delivery or acceptance if this Agreement provides an acceptance period. 3.2 Special Disclaimer. Third -Party Content; Data; Samples; hot fixes; patches; updates; Online Services provided at no charge; and trial, evaluation, and Beta Products are delivered "as is" and without warranty of any kind. 3.3 General Disclaimer. Except for the express limited warranties set forth in this Agreement, Esri disclaims all other warranties or conditions of any kind, whether express or implied, including, but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, and noninfringement of intellectual property rights. Esri is not responsible for any nonconformities caused by Customer's modification of any Esri Offering other than as specified in the Documentation. Esri does not warrant that Esri Offerings, or Customer's operation of the same, will be uninterrupted, error free, fault tolerant, or fail-safe or that all nonconformities can or will be corrected. Esri Offerings are not designed, manufactured, or intended for use in environments or applications that may lead to death, personal injury, or physical property or environmental damage. Customer should not follow any navigational route suggestions that appear to be hazardous, unsafe, or illegal. Any such uses will be at Customer's own risk and cost. 3.4 Disclaimers a. Internet Discl imer. Neither party will be liable for damages under any theory of law related to the performance or discontinuance of operation of the Internet or to regulation of the Internet that might restrict or prohibit the operation of Cloud Services. b. Third-ParLy Websites: Third -Party Content. Esri is not responsible for any third -party website or Third - Party Content that appears in or is referenced by Esri Offerings or Esri websites, including www.esri.com and www.arc_ is.c . Providing links to third -party websites and resources does not imply an endorsement, affiliation, or sponsorship of any kind. 3.5 Exclusive Remedy. Customer's exclusive remedy and Esri's entire liability for breach of the limited warranties in this section will be to replace any defective media and to (i) repair, correct, or provide a workaround for the applicable Esri Offering or Services or (ii) at Esri's election, terminate Customer's right to use and refund the fees paid for Esri Offerings or Services that do not meet Esri's limited warranties. ARTICLE 4—LIMITATION OF LIABILITY 4.1 Disclaimer of Liability. Neither Customer, Esri, nor any Esri distributor or licensor will be liable for any indirect, special, incidental, or consequential damages; lost profits; lost sales; loss of goodwill; costs of procurement of substitute goods or services; or damages exceeding the applicable license fees, current E204CW Page 10 of 15 October 12, 2018 subscription fees, or Services fees paid or owed to Esri for the Esri Offerings or Services giving rise to the cause of action. 4.2 The limitations and exclusions of liability in the preceding paragraph do not apply to Customer's infringement, misuse, or misappropriation of Esri's or Esri's licensors' intellectual property rights, either party's indemnification obligations, gross negligence, willful misconduct, or violations of the Export Compliance clause of this Agreement or any applicable law or regulation. 4.3 Applicability of Disclaimers and Limitations. Esri or its authorized distributor has set its fees and entered into this Agreement in reliance on the disclaimers and limitations in this Agreement; the fees reflect an allocation of risk that is an essential basis of the bargain between the parties. These limitations will apply whether or not a party is aware of the possibility of any damage and notwithstanding any failure of essential purpose of any exclusive, limited remedy. 4.4 The foregoing disclaimers, limitations, and exclusions may be invalid in some jurisdictions and apply only to the extent permitted by applicable law or regulation in Customer's jurisdiction. Customer may have additional rights that may not be waived or disclaimed. Esri does not seek to limit Customer's warranty or remedies to any extent not permitted by law. ARTICLE 5—INDEMNIFICATIONS 5.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "Claim" means any claim, action, or demand by a third party. b. "Indemnitees" means Customer and its directors, officers, and employees. c. "Infringement Claim(s)" means any Claim alleging that Customer's use of or access to any Esri Offering or Service infringes a patent, copyright, trademark, or trade secret. d. "Loss(es)" means expenditure, damage award, settlement amount, cost, or expense, including awarded attorneys' fees. 5.2 Infringement Indemnity a. Esri will defend, hold all Indemnitees harmless from, and indemnify any Loss arising out of an Infringement Claim. b. If Esri determines that an Infringement Claim is valid, Esri may, at its expense, either (i) obtain rights for Customer to continue using the Esri Offerings or Services or (ii) modify the Esri Offerings or Services while maintaining substantially similar functionality. If neither alternative is commercially reasonable, Esri may terminate Customer's right to use the Esri Offerings or Services and will refund any (a) license fees that Customer paid for the infringing Esri Offerings or Services acquired under a Perpetual License, prorated on a 5 -year, straight-line depreciation basis beginning from the initial date of delivery or (b) unused portion of fees paid for Term Licenses, Subscriptions, and Maintenance. c. Esri has no obligation to defend an Infringement Claim or to indemnify Customer to the extent the Infringement Claim arises out of (i) the combination or integration of Esri Offerings or Services with a product, process, system, or element that Esri has not supplied or specified in the Specification; (ii) alteration of Esri Offerings or Services by anyone other than Esri or its subcontractors; (iii) compliance with Customer's specifications; or (iv) use of Esri Offerings or Services after Esri either provides a modified version to avoid infringement or terminates Customer's right to use the Esri Offerings or Services. 5.3 General Indemnity. Esri will defend and hold all Indemnitees harmless from, and indemnify any Loss arising out of, any Claim for bodily injury, death, or tangible or real property damage brought against any of the Indemnitees to the extent arising from any negligent act or omission or willful misconduct by Esri or its directors, officers, employees, or agents performing Services while on Customer's site. 5.4 Conditions for Indemnification. As conditions for indemnification, Indemnitee will (i) promptly notify Esri in writing of the Claim, (ii) provide all available documents describing the Claim, (iii) give Esri sole control of the defense of any action and negotiation related to the defense or settlement of any Infringement Claim, and (iv) reasonably cooperate in the defense of the Infringement Claim at Esri's request and expense. E204CW Page 11 of 15 October 12, 2018 5.5 This section sets forth the entire obligation of Esri, its authorized distributor, and its licensors regarding any Claim for which Esri must indemnify Customer. ARTICLE 6—INSURANCE If Esri is providing Services, Esri will carry, at a minimum, the following coverage: Comprehensive general liability or commercial general liability with a minimum coverage of $1,000,000.00 combined single limit per occurrence for bodily injury, including death, and property damage liability to include the following: 1. Premises and operations; 2. Blanket contractual liability; 3. Broad form property damage; 4. Independent contractors; 5. Personal injury, with employee exclusion deleted; and 6. Completed operations. b. Workers' compensation insurance, with waiver of subrogation, in an amount that complies with statutory limits. ARTICLE 7—SECURITY AND COMPLIANCE 7.1 Security. Esri publishes its security capabilities at http://trust.arcgis.com. Customer may give Esri personnel access to Customer systems or to Customer or third -party personal information, controlled information, or sensitive data if access is essential for Esri's performance of Services and if Esri expressly agrees to such access. Esri will use reasonable administrative, technical, and physical safeguards to protect such data and guard against unauthorized access. Customer bears responsibility to (i) confirm that Esri's published security and privacy controls meet all applicable legal requirements for protection of Customer Content and (ii) upload or share Customer Content through Cloud Services only when it is legal to do so. Esri is not responsible to review Customer Content to ensure compliance with applicable laws and regulations. Customer must contact Esri at securesul2port@esri.com for further instruction before providing any Customer Content that requires security measures other than Esri's published security capabilities. 7.2 Malicious Code. Esri will use commercially reasonable efforts to ensure that Esri Offerings will not transmit any Malicious Code to Customer. Esri is not responsible for Malicious Code that Customer introduces to Esri Offerings or that is introduced through Third -Party Content. 7.3 Export Compliance. Each party will comply with all applicable export laws and regulations, including the US Department of Commerce's Export Administration Regulations (EAR), the US Department of State's International Traffic in Arms Regulations (ITAR), and other applicable export laws. Customer will not export, reexport, transfer, release, or otherwise dispose of, in whole or in part, or permit access to or transfer or use of Services or Esri Offerings to any United States embargoed countries or denied entities or persons except in accordance with all then -current applicable US government export laws and regulations. Customer will not export, reexport, transfer, or use Services or Esri Offerings for certain missile, nuclear, chemical, or biological activities or end uses without proper authorization from the US government. Customer shall immediately notify Esri in writing if any US government entity or agency denies, suspends, or revokes Customer's export privileges. Customer will not upload, store, or process in Cloud Services any Customer Content that (i) has an Export Control Classification Number (ECCN) other than EAR99 or (ii) is controlled for export from the United States under ITAR. Customer will notify Esri in advance if Esri's performance of any Services or provision of any Esri Offerings is related to any defense article, defense service, or technical data, as defined under the ITAR Sections 120.6, 120.9, and 120.10, respectively; Esri will not perform any such Services or provide any such Esri Offerings until Esri obtains any necessary export license from the US government. Customer will reasonably assist Esri in applying for and obtaining an export license if needed. 7.4 Privacy. Esri will process personal data according to the terms of the Data Processing Addendum available at htt s:1 ,esri.comien-usf rivac f rivac w d r E204CW Page 12 of 15 October 12,2018 8.1 Prohibited Uses. Customer shall not provide Customer Content or otherwise access or use Cloud Services in a manner that a. Spams, spoofs, or phishes email; transmits junk email or offensive or defamatory material; or stalks or makes threats of physical harm; b. Stores or transmits any Malicious Code; c. Violates any law or regulation; d. Infringes or misappropriates the rights of any third party; e. Probes, scans, or tests the vulnerability of Cloud Services or breach any security or authentication measures used by Cloud Services without written approval from Esri's product security officer; or f. Benchmarks the availability, performance, or functionality of Cloud Services for competitive purposes. 8.2 Service Interruption. System failures or other events beyond Esri's reasonable control may interrupt Customer's access to Cloud Services. Esri may not be able to provide advance notice of such interruptions. 8.3 Customer Content a. Customer grants Esri and its subcontractors a nonexclusive, nontransferable, worldwide right to host, run, modify, and reproduce Customer Content as needed to provide Cloud Services to Customer. Esri will not access, use, or disclose Customer Content without Customer's written permission except as reasonably necessary to support Customer's use of Cloud Services. Except for the limited rights granted to Esri under this Agreement, Customer retains all its rights, title, and interest in the Customer Content. b. If Customer accesses Cloud Services with an application provided by a third party, Esri may disclose Customer Content to such third party as necessary to enable interoperation between the application, Cloud Services, and Customer Content. c. Esri may disclose Customer Content if required to do so by law or regulation or by order of a court or other government body, in which case Esri will reasonably attempt to limit the scope of disclosure. d. When Customer's use of Cloud Services ends, Esri will either (i) Make Customer Content available to Customer for download for a period of 30 days unless Customer requests a shorter window of availability or Esri is legally prohibited from doing so; or (ii) Download all Customer Content in Esri's possession to a medium of Customer's choosing and deliver such Customer Content to Customer. Esri will have no further obligations to store or return Customer Content at the conclusion of the Cloud Services. 8.4 Removal of Customer Content. Esri may remove or delete Customer Content if there is reason to believe that uploading Customer Content to or using it with Cloud Services materially violates this Agreement. If reasonable under these circumstances, Esri will notify Customer before removing Customer Content. Esri will respond to any Digital Millennium Copyright Act takedown notices in accordance with Esri's copyright policy, available at . sri.domlle alldm a policy. 8.5 Service Suspension. Esri may suspend access to Cloud Services (i) if Customer materially breaches this Agreement and fails to timely cure the breach; (ii) if Esri reasonably believes that Customer's use of Cloud Services will subject Esri to immediate liability or adversely affect the integrity, functionality, or usability of the Cloud Services; (iii) for scheduled maintenance; (iv) to enjoin a threat or attack on Cloud Services; or (v) if Cloud Services become prohibited by law or regulated to a degree that continuing to provide them would impose a commercial hardship. When feasible, Esri will notify Customer of any Cloud Services suspension beforehand and give Customer reasonable opportunity to take remedial action. Esri is not responsible for any damages, liabilities, or losses that may result from any interruption or suspension of Cloud Services or removal of Customer's content as described above. 8.6 Notice to Esri. Customer will promptly notify Esri if Customer becomes aware of any unauthorized use of Customer's subscription or any other breach of security regarding Cloud Services. E204CW Page 13 of 15 October 12, 2018 ARTICLE 9—GENERAL PROVISIONS 9.1 Payment. Customer will pay each correct invoice no later than 30 days after receipt and will remit payment to the address stated on the invoice. Customers outside the United States will pay the distributor's invoices in accordance with the distributor's payment terms. 9.2 Feedback. Esri may freely use any feedback, suggestions, or requests for Product improvement that Customer provides to Esri. 9.3 Patents. Customer may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is based on or incorporates any Products. This express prohibition on patenting will not apply to Customer's software and technology except to the extent that Products, or any portion thereof, are part of any claim or preferred embodiment in a patent application or a similar application. 9.4 Restrictions on Solicitation. Neither party will solicit for hire any employee of the other party who is associated with the performance of Services during the performance of the Services and for a period of 1 year thereafter. This does not restrict either party from publicly advertising positions for hire in newspapers, professional magazines, or Internet postings. 9.6 Taxes and Fees; Shipping Charges. Pricing of Esri Offerings and Services that Esri quotes to Customer is exclusive of any and all applicable taxes or fees including, but not limited to, sales tax, use tax, or value-added tax (VAT); customs, duties, or tariffs; shipping and handling charges; and vendor enrollment fees. Esri will add any fees that it is required to pay to the total amount of its invoice to Customer. Esri may include estimated taxes and shipping and handling charges in its quotations but may adjust these fees on invoicing. For Customers outside the United States, the distributor may quote taxes or fees in accordance with its own policies. 9.6 Compliance Review. Customer will keep accurate and complete records and accounts pertaining to its compliance with its obligations under this Agreement. Esri or its authorized distributor may conduct a compliance review of these records and accounts with no less than 14 business days' written notice or may appoint an independent third party to conduct such a compliance review on its behalf. Customer will promptly correct any noncompliance identified during the compliance review. Neither Esri nor Esri's distributor may conduct a compliance review of Customer within 12 months after the conclusion of any prior compliance review that does not reveal any material Customer noncompliance. 9.7 No Implied Waivers. The failure of either party to enforce any provision of this Agreement is not a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. 9.8 Severability. If any provision of this Agreement is held to be unenforceable for any reason, (i) such provision will be reformed only to the extent necessary to make the intent of the language enforceable, and (ii) all other provisions of this Agreement will remain in effect. 9.9 Successor and Assigns. Customer will not assign, sublicense, or transfer Customer's rights or delegate Customer's obligations under this Agreement without Esri's and its authorized distributor's prior written consent, and any attempt to do so without consent will be void. This Agreement will be binding on the respective successors and assigns of the parties to this Agreement. Notwithstanding, a contractor under contract to the government to deliver Products may assign this Agreement and Products acquired for delivery to its government customer upon written notice to Esri, provided the government customer assents to the terms of this Agreement. Upon mutual agreement, Esri's Affiliates may provide Services under the terms of this Agreement; in such cases, the Ordering Documents will identify the Affiliate as the party that provides the Services. Esri's distributors are not Affiliates of Esri. 9.10 Survival of Terms. The Glossary of Terms and provisions of the following Articles of these General Terms and Conditions will survive the expiration or termination of this Agreement: "Limited Warranties and Disclaimers," "Limitation of Liability," "Indemnifications," and "General Provisions." 9.11 US Government Customer. The Products are commercial items, developed at private expense, provided to Customer under this Agreement. If Customer is a US government entity or US government contractor, Esri licenses or provides subscriptions to Customer in accordance with this Agreement under FAR E204CW Page 14 of 15 October 12, 2018 Subparts 12.211/12.212 or DFARS Subpart 227.7202. Esri Data and Online Services are licensed or subscribed under the same DFARS Subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS. Products are subject to restrictions, and this Agreement strictly governs Customer's use, modification, performance, reproduction, release, display, or disclosure of Products. Agreement provisions that are inconsistent with federal law regulation will not apply. A US government Customer may transfer Software to any of its facilities to which it transfers the computer(s) on which it has installed such Software. If any court, arbitrator, or board holds that a US government Customer has greater rights to any portion of Products under applicable public procurement law, such rights will extend only to the portions affected. ArcGIS Online has been granted FedRAMP tailored low authorization but does not meet higher security requirements including those found in DFARS 252.239-7010. 9.12 Governing Law. This Agreement is not subject to the United Nations Convention on Contracts for the International Sale of Goods. a. Government Entities. If Customer is a government entity, the applicable laws of Customer's jurisdiction govern this Agreement. b. Nongovernment Entities. US federal law and the law of the State of California exclusively govern this Agreement, excluding their respective choice of law principles. 9.13 Dispute Resolution. The parties will use the following dispute resolution processes: a. Equitable Relief. Either party will have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for relief. b. US Government Agencies. This Agreement is subject to the Contract Disputes Act of 1978, as amended (41 USC 601-613). c. Other Government Entities. Esri will comply with mandatory dispute resolutions under applicable law. d. Arbitration. Except as noted above, the parties will submit to binding arbitration to resolve any dispute arising out of or relating to this Agreement that cannot be settled through negotiation. If Customer is in the United States or one of its territories or outlying areas, the Commercial Arbitration Rules of the American Arbitration Association will govern the arbitration proceedings. If Customer is outside the United States, the Rules of Arbitration of the International Chamber of Commerce will govern the proceedings. The parties will select a single arbitrator in accordance with the applicable arbitration rules. The language of the arbitration will be English. Arbitration will be at an agreed-upon location. Either panty will, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute. 9.14 Force Majeure. A party will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond the party's reasonable control. Such causes may include, but are not limited to, acts of God, war, strikes, labor disputes, cyber attacks, laws, regulations, government orders, or any other force majeure event. 9.15 Independent Contractor. Esri is and at all times will be an independent contractor. Nothing in this Agreement creates an employer/employee, principal/agent, or joint venture relationship between Esri or its authorized distributor and Customer. No party has any authority to enter into contracts on behalf of another party or otherwise act on behalf of another party. 9.16 Notice. Customer may send notices required under this Agreement to Esri at the following address: Environmental Systems Research Institute, Inc. Attn.: Contracts and Legal Department 380 New York Street Redlands, CA 92373-8100 USA Tel.: 909-793-2853 Email LegaiNotices@esri.com E204CW Page 15 of 15 October 12, 2018 • SCIENCE esWHERE January 7,2022 Mr.Tom Sellsted City of Yakima 129 N 2nd St Yakima, WA 98901-2613 Dear Tom, The Esri Small Municipal and County Government Enterprise Agreement(SGEA)is a three-year agreement that will grant your organization access to Esri term license software.The EA will be effective on the date executed and will require a firm,three-year commitment. Based on Esri's work with several organizations similar to yours,we know there is significant potential to apply Geographic Information System(GIS)technology in many operational and technical areas within your organization.For this reason,we believe that your organization will greatly benefit from an Enterprise Agreement (EA). An EA will provide your organization with numerous benefits including: • A lower cost per unit for licensed software • Substantially reduced administrative and procurement expenses • Complete flexibility to deploy software products when and where needed The following business terms and conditions will apply: • All current departments,employees,and in-house contractors of the organization will be eligible to use the software and services included in the EA. • If your organization wishes to acquire and/or maintain any Esri software during the term of the agreement that is not included in the EA,it may do so separately at the Esri pricing that is generally available for your organization for software and maintenance. • The organization will establish a single point of contact for orders and deliveries and will be responsible for redistribution to eligible users. • The organization will establish a Tier 1 support center to field calls from internal users of Esri software. The organization may designate individuals as specified in the EA who may directly contact Esri for Tier 2 technical support. • The organization will provide an annual report of installed Esri software to Esri. • Esri software and updates that the organization is licensed to use will be automatically available for downloading. • The fee and benefits offered in this EA proposal are contingent upon your acceptance of Esri's Small Municipal and County Government EA terms and conditions. 380 New York Street 909.793.2853 esri.com Redlands,California 92373-8100 USA info@esri.com Small Government Enterprise Agreement ■ Licenses are valid for the term of the EA. This program offer is valid for 90 days.To complete the agreement within this time frame,please contact me within the next seven days to work through any questions or concerns you may have. To expedite your acceptance of this EA offer: . Sign and return the EA contract with a Purchase Order or issue a Purchase Order that references this EA Quotation and includes the following statement on the face of the Purchase Order: "THIS PURCHASE ORDER IS GOVERNED RY THE TERMS AND CONDITIONS OF THE ESRI SMALL MUNICIPAL AND COUNTY GOVERNMENT EA,AND ADDITIONAL TERMS AND CONDITIONS IN THIS PURCHASE ORDER WILL NOT APPL Y." Have it signed by an authorized representative of the organization. 2. On the first page of the EA,identify the central point of contact/agreement administrator.The agreement administrator is the party that will be the contact for management of the software,administration issues, and general operations. Information should include name,title(if applicable),address,phone number,and e-mail address. 3. In the purchase order,identify the"Ship to"and"Bill to" information for your organization. 4. Send the purchase order and agreement to the address,email or fax noted below: Esri e-mail:service@esri.com Attn:Customer Service SG-EA fax documents to:909-307-3083 380 New York Street Redlands,CA 92373-8100 I appreciate the opportunity to present you with this proposal,and I believe it will bring great benefits to your organization. Thank you very much for your consideration. Best Regards, Heather Glock THE Quotation # Q-452209 e � �+r•• SCIENCE\6%� �JI I °WHERE' Date:January 10,2022 Environmental Systems Research Institute,Inc. Customer#181 Contract#ENTERPRISE 380 New York St AGREEMENT Redlands,CA 92373-8100 Phone:(909)793.2853 Fax:(909)307-3049 City of Yakima DUNS Number:06-313.4175 CAGE Code:OAMS3 Administration 129 N 2nd St Yakima,WA 98901-2613 To expedite your order,please attach a copy of ATTENTION: Tom Selisted this quotation to your purchase order. PHONE: (509)576-6602 Quote is valid from:9/3/2021 To:3/2/2022 EMAIL: tom.sellsted@yakimawa.gov Material Qty Term Unit Price Total 168179 1 Year 1 $55,000.00 $55,000.00 Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement 168179 1 Year 2 $55,000.00 $55,000.00 Populations of 50,001 to 100,000 Small Government Term Enterpnse License Agreement 168179 1 Year 3 $55,000.00 $55,000.00 Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement Subtotal: $165,000.00 Sales Tax: $13,695.00 Estimated Shipping and Handling(2 Day Delivery): $0.00 Contract Price Adjust: $0.00 Total: $178,695.00 The Esri Small Government Enterprise Agreement is a three year agreement,with three annual payments of$55,000 plus tax due March 2022,March 2023,and March 2024. Esrl may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management,procurement,or Invoice program. For questions contact: Email: Phone: Heather Glock hglock@esri.com 909-793-2853 x8948 The items on this quotation are subject to and governed by the terms of this quotation,the most current product specific scope of use document found at https:llasets.esri core(contenttstaratemsiteslmecliafl=galIoroduct-specific-terms-of-u JJ QQ,Rdf,and your applicable signed agreement with Esri.If no such agreement covers any item quoted,then Esri's standard terms and conditions found at httos:I/gq esri cpm/MAP_S apply to your purchase of that item.If any item is quoted with a multi-year payment schedule,then unless otherwise stated in this quotation,Customer is required to make all payments without right of cancellation.Third-party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions.If Esri is unable to provide any such data set,Customer will not be responsible for any further payments for the data set.Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule.Supplemental terms and conditions found at httpsAttww.esticomien-usileoalitertriSistate-MR&Wentat apply to some state and local government purchases.All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings.Acceptance of this quotation is limited to the terms of this quotation.Esri objects to and expressly rejects any different or additional terms contained in any purchase order,offer,or confirmation sent to or to be sent by buyer.Unless prohibited by law,the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/icense.The information may not be given to outside parties or used for any other purpose without consent from Esri.Delivery is FOB Origin. GLOCKH This offer is limited to the terms and conditions incorporated and attached herein. • THE Quotation # Q-452209 SCIENCE \T ,l esn. WHERE" Date:January 10,2022 Environmental Systems Research Institute,Inc. Customer#181 Contract#ENTERPRISE 380 New York St AGREEMENT Redlands,CA 92373-8100 Phone:(909)793-2853 Fax:(909)307-3049 City of Yakima DUNS Number:06-313-4175 CAGE Code:OAMS3 Administration 129 N 2nd St Yakima,WA 98901-2613 To expedite your order,please attach a copy of ATTENTION: Torn Sellsted this quotation to your purchase order. PHONE: (509)576-6602 Quote is valid from:9/3/2021 To:3/2/2022 EMAIL: tom.sellsted©yakimawa.gov If you have made ANY alterations to the line Items Included in this quote and have chosen to sign the quote to indicate your acceptance,you must fax Esri the signed quote in its entirety in order for the quote to be accepted.You will be contacted by your Customer Service Representative if additional information is required to complete your request. If your organization is a US Federal,state,or local government agency:an educational facility;or a company that will not pay an invoice without having issued a formal purchase order,a signed quotation will not be accepted unless it is accompanied by your purchase order. In order to expedite processing,please reference the quotation number and any/all applicable Esri contract number(s)(e.g.PAPA,ELA,SmartBuy,GSA, BPA)on your ordering document. BY SIGNING BELOW,YOU CONFIRM THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION,AND YOU ARE AUTHORIZING ESRI TO ISSUE AN INVOICE FOR THE ITEMS INCLUDED IN THE ABOVE QUOTE IN THE AMOUNT OF$ ,PLUS SALES TAXES IF APPLICABLE.DO NOT USE THIS FORM IF YOUR ORGANIZATION WILL NOT HONOR AND PAY ESRI'S INVOICE WITHOUT ADDITIONAL AUTHORIZING PAPERWORK. Pleas heck one of the following: I agree to pay any applicable sales tax. I am tax exempt,please con1 t me if exempt information is not currently on file with Esri. lit / r2-4/6C/A,77 —• o'Au orized Repes . tatty: Dat tell/' te4f. Name(Please Print) A Title / The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchase/icanse This information may not be given to outside padres or used for any other purpose without consent from Environmental Systems Research Institute,Inc(Eon) Any estimated sales and/or use tax reflected on this quote has been calculated as of the dale of this quotation and is merely provided as a convenience for your organization's budgetary purposes Esri reserves the right to adusl and collect sates and/or use tax al the actual date of invoicing If your organization is tax exempt or pays slate lax directly,then poor to invoicing,your organization must provide Esd with a copy of a current tax exemption certificate issued by your slate's taxing authonty for the given tunsdiction bun may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management,procurement,or Invoice program. For questions contact: Email: Phone: Heather Glock hglock@esri.com 909-793-2853 x8948 The items on this quotation are subject to and governed by the terms of this quotation,the most current product specific scope of use document found at hitps://aSsets,esrj�grn cxmlen)i mtesrisiteslmedialtega product-sl (iq-,terms-4f-tlse/ 3QQ,pdt,and your applicable signed agreement with Esri.If no such agreement covers any item quoted,then Eori's standard terms and conditions found at https:-/./gq_esri.com/MAPS apply to your purchase of that item.If any item is quoted with a multi-year payment schedule,then unless otherwise stated in this quotation,Customer is required to make all payments without right of cancellation.Third-party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions.If Esri is unable to provide any such data set,Customer will not be responsible for any further payments for the data set.Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule.Supplemental terms and conditions found at http...seariscomtiastlegatite_rmstgateisuppfffilerlat apply to some state and local government purchases.All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings.Acceptance of this quotation is limited to the terms of this quotation.Esri objects to and expressly rejects any different or additional terms contained in any purchase order,offer,or confirmation sent to or to be sent by buyer.Unless prohibited by law,the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license.The information may not be given to outside parties or used for any other purpose without consent from Esri.Delivery is FOB Origin. GLOCKH This offer is limited to the terms and conditions incorporated and attached herein. Esr is THE t Use Only: SCIENCE Gus Gust.Name J of Cust.# .,�f,� WHERE PO# Esri Agreement# SMALL ENTERPRISE AGREEMENT COUNTY AND MUNICIPALITY GOVERNMENT (E214-3) This Agreement is by and between the organization identified in the Quotation("Customer")and Environmental Systems Research Institute, Inc.("Esri"). This Agreement sets forth the terms for Customer's use of Products and incorporates by reference(i)the Quotation and(ii)the Master Agreement.Should there be any conflict between the terms and conditions of the documents that comprise this Agreement,the order of precedence for the documents shall be as follows:(i)the Quotation,(ii)this Agreement,and(iii)the Master Agreement.This Agreement shall be governed by and construed in accordance with the laws of the state in which Customer is located without reference to conflict of laws principles, and the United States of America federal law shall govern in matters of intellectual property.The modifications and additional rights granted in this Agreement apply only to the Products listed in Table A. Table A List of Products Uncapped Quantities Developer Tools Desktop Software and Extensions(Single Use) ArcGIS Engine ArcGIS Desktop Advanced ArcGIS Engine Extensions:ArcGIS 3D Analyst,ArcGIS ArcGIS Desktop Standard Spatial Analyst,ArcGIS Engine Geodatabase Update, ArcGIS Desktop Basic ArcGIS Network Analyst,ArcGIS Schematics ArcGIS Desktop Extensions:ArcGIS 3D Analyst, ArcGIS Runtime(Standard) ArcGIS Spatial Analyst,ArcGIS Geostatistical Analyst, ArcGIS Runtime Analysis Extension ArcGIS Publisher,ArcGIS Network Analyst,ArcGIS Schematics,ArcGIS Workflow Manager,ArcGIS Data Limited Quantities Reviewer One(1)Professional subscription to ArcGIS Developer Two(2)ArcGIS CityEngine Single Use Licenses Enterprise Software and Extensions 250 ArcGIS Online Viewers ArcGIS Enterprise and Workgroup 250 ArcGIS Online Creators (Advanced and Standard) 37,500 ArcGIS Online Service Credits ArcGIS Monitor 250 ArcGIS Enterprise Creators ArcGIS Enterprise Extensions:ArcGIS 3D Analyst, 5 ArcGIS Insights in ArcGIS Enterprise ArcGIS Spatial Analyst,ArcGIS Geostatistical Analyst, 5 ArcGIS Insights in ArcGIS Online ArcGIS Network Analyst,ArcGIS Schematics,ArcGIS 50 ArcGIS Tracker for ArcGIS Enterprise Workflow Manager 50 ArcGIS Tracker for ArcGIS Online 4 ArcGIS Parcel Fabric User Type Extensions(Enterprise) 4 ArcGIS Utility Network User Type Extensions(Enterprise) Enterprise Additional Capability Servers 4 ArcGIS Trace Network User Type Extensions(Enterprise) ArcGIS Image Server OTHER BENEFITS Number of Esri User Conference registrations provided annually 4 Number of Tier 1 Help Desk individuals authorized to call Esri 4 Maximum number of sets of backup media, if requested* 2 Five percent(5%)discount on all individual commercially available instructor-led training classes at Esri facilities purchased outside this Agreement *Additional sets of backup media may be purchased for a fee Page 1 of 6 August 31,2021 Customer may accept this Agreement by signing and returning the whole Agreement with(i)the Quotation attached, (ii)a purchase order,or(iii)another document that matches the Quotation and references this Agreement("Ordering Document").ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S PURCHASE ORDER OR OTHER DOCUMENT WILL NOT APPLY,AND THE TERMS OF THIS AGREEMENT WILL GOVERN.This Agreement is effective as of the date of Esri's receipt of an Ordering Document, unless otherwise agreed to by the parties("Effective Date"). Term of Agreement: Three(3)years This Agreement supersedes any previous agreements,proposals, presentations, understandings,and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4— Product Updates, no modifications can be made to this Agreement. Accepted and Agreed: Le 4 4i4 (Cusco r) By: 11 4f AGthorized Sinature Printed Name: /U /1 41v7�f-iii Title: 4/; L®(i�%I�/46I1/•777- CITY CONTRACT NO: 0 ±� Date: � r / / RESOLUTION NO: 111 J G� CUSTOMER CONTACT INFORMATION • Contact: Telephone {l/�.07 Address: / Fax: y/�) G, p/ } J City, State, Postal Code: E-mail;/G L(/ :'✓GAY i— 00ii1 4W/e PV Country: V 4 4 a /)/�f 6d vy f/ Quotation Number(if applicable): �40"- .2 "r Page 2 of 6 August 31.2021 1.0—ADDITIONAL DEFINITIONS 2.0—ADDITIONAL GRANT OF LICENSE In addition to the definitions provided in the Master 2.1 Grant of License.Subject to the terms and Agreement,the following definitions apply to this conditions of this Agreement, Esri grants to Agreement: Customer a personal, nonexclusive, nontransferable license solely to use,copy,and "Case"means a failure of the Software or Online Deploy quantities of the Products listed in Services to operate according to the Documentation Table A—List of Products for the Term of where such failure substantially impacts operational Agreement(i)for the applicable Fee and(ii)in or functional performance, accordance with the Master Agreement. "Deploy","Deployed"and"Deployment"mean to 2.2 Consultant Access.Esri grants Customer the redistribute and install the Products and related right to permit Customer's consultants or Authorization Codes within Customer's contractors to use the Products exclusively for organization(s). Customer's benefit.Customer will be solely responsible for compliance by consultants and "Fee"means the fee set forth in the Quotation. contractors with this Agreement and will ensure that the consultant or contractor discontinues "Maintenance"means Tier 2 Support,Product use of Products upon completion of work for updates,and Product patches provided to Customer Customer.Access to or use of Products by during the Term of Agreement. consultants or contractors not exclusively for Customer's benefit is prohibited.Customer may "Master Agreement"means the applicable master not permit its consultants or contractors to install agreement for Esri Products incorporated by this Software or Data on consultant,contractor,or reference that is(i)found at https://www.esri.com/en- third-party computers or remove Software or us/legal/terms/full-master-agreement and available in Data from Customer locations,except for the the installation process requiring acceptance by purpose of hosting the Software or Data on electronic acknowledgment or(ii)a signed Esri Contractor servers for the benefit of Customer. master agreement or license agreement that supersedes such electronically acknowledged master agreement. 3.0—TERM,TERMINATION,AND EXPIRATION "Product(s)"means the products identified in 3.1 Term.This Agreement and all licenses Table A—List of Products and any updates to the list hereunder will commence on the Effective Date Esri provides in writing. and continue for the duration identified in the Term of Agreement,unless this Agreement is "Quotation"means the offer letter and quotation terminated earlier as provided herein.Customer provided separately to Customer. is only authorized to use Products during the Term of Agreement. For an Agreement with a "Technical Support"means the technical limited term,Esri does not grant Customer an assistance for attempting resolution of a reported indefinite or a perpetual license to Products. Case through error correction, patches, hot fixes, workarounds, replacement deliveries,or any other 3.2 No Use upon Agreement Expiration or type of Product corrections or modifications. Termination.All Product licenses,all Maintenance,and Esri User Conference "Tier 1 Help Desk"means Customer's point of registrations terminate upon expiration or contact(s)to provide all Tier 1 Support within termination of this Agreement. Customer's organization(s). 3.3 Termination for a Material Breach.Either party "Tier 1 Support"means the Technical Support may terminate this Agreement for a material provided by the Tier 1 Help Desk. breach by the other party.The breaching party will have thirty(30)days from the date of written "Tier 2 Support"means the Esri Technical Support notice to cure any material breach. provided to the Tier 1 Help Desk when a Case cannot be resolved through Tier 1 Support. 3.4 Termination for Lack of Funds.For an Agreement with government or government- Page 3 of 6 August 31,2021 owned entities,either party may terminate this than the defined Products will receive Maintenance. Agreement before any subsequent year if Customer may acquire maintenance for other Customer is unable to secure funding through Software outside this Agreement. the legislative or governing body's approval process. a. Tier 1 Support 3.5 Follow-on Term. If the parties enter into 1. Customer will provide Tier 1 Support another agreement substantially similar to this through the Tier 1 Help Desk to all Agreement for an additional term,the effective Customer's authorized users. date of the follow-on agreement will be the day after the expiration date of this Agreement. 2. The Tier 1 Help Desk will be fully trained in the Products. 4.0—PRODUCT UPDATES 3. At a minimum,Tier 1 Support will include those activities that assist the user in 4.1 Future Updates.Esri reserves the right to resolving how-to and operational questions update the list of Products in Table A—List of as well as questions on installation and Products by providing written notice to troubleshooting procedures. Customer.Customer may continue to use all Products that have been Deployed, but support 4. The Tier 1 Help Desk will be the initial point and upgrades for deleted items may not be of contact for all questions and reporting of a available.As new Products are incorporated into Case.The Tier 1 Help Desk will obtain a full the standard program,they will be offered to description of each reported Case and the Customer via written notice for incorporation into system configuration from the user.This the Products schedule at no additional charge. may include obtaining any customizations, Customer's use of new or updated Products code samples,or data involved in the Case. requires Customer to adhere to applicable additional or revised terms and conditions in the 5. If the Tier 1 Help Desk cannot resolve the Master Agreement. Case,an authorized Tier 1 Help Desk individual may contact Tier 2 Support.The 4.2 Product Life Cycle.During the Term of Tier 1 Help Desk will provide support in such Agreement, some Products may be retired or a way as to minimize repeat calls and make may no longer be available to Deploy in the solutions to problems available to identified quantities. Maintenance will be subject Customer's organization. to the individual Product Life Cycle Support Status and Product Life Cycle Support Policy, 6. Tier 1 Help Desk individuals are the only which can be found at individuals authorized to contact Tier 2 https://supgort.esri.com/en/other- Support. Customer may change the Tier 1 resources/product-life-cycle. Updates for Help Desk individuals by written notice to Products in the mature and retired phases may Esri. not be available.Customer may continue to use Products already Deployed, but Customer will b. Tier 2 Support not be able to Deploy retired Products. 1. Tier 2 Support will log the calls received from Tier 1 Help Desk. 5.0—MAINTENANCE 2. Tier 2 Support will review all information collected by and received from the Tier 1 The Fee includes standard maintenance benefits Help Desk including preliminary documented during the Term of Agreement as specified in the troubleshooting provided by the Tier 1 Help most current applicable Esri Maintenance and Desk when Tier 2 Support is required. Support Program document(found at https://www,esri.com/en- 3. Tier 2 Support may request that Tier 1 Help us/legal/terms/maintenance).At Esri's sole Desk individuals provide verification of discretion, Esri may make patches,hot fixes,or information,additional information,or updates available for download. No Software other answers to additional questions to Page 4 of 6 August 31,2021 supplement any preliminary information operate,or allow access to the Products. If this gathering or troubleshooting performed by is a multi-year Agreement,Esri may invoice the Tier 1 Help Desk. Fee up to thirty(30)calendar days before the annual anniversary date for each year. 4. Tier 2 Support will attempt to resolve the Case submitted by Tier 1 Help Desk. b. Undisputed invoices will be due and payable 5. When the Case is resolved,Tier 2 Support within thirty(30)calendar days from the date of willh ca the information to Tier 1 invoice. Esri reserves the right to suspend Help Desk,communicatecd Tier r Desk will Customers access to and use of Products if Desk, the resolutionrHelp1 to the willuse ). Customer fails to pay any undisputed amount dissowed on or before its due date.Esri may charge Customer interest at a monthly rate equal to the 6.0—ENDORSEMENT AND PUBLICITY lesser of one percent(1.0%)per month or the maximum rate permitted by applicable law on any overdue fees plus all expenses of collection This Agreement will not be construed or interpreted for any overdue balance that remains unpaid as an exclusive dealings agreement or Customer's ten(10)days after Esri has notified Customer of endorsement of Products. Either party may publicize the past-due balance. the existence of this Agreement. c. Esri's federal ID number is 95-2775-732. 7.0—ADMINISTRATIVE REQUIREMENTS d. If requested, Esri will ship backup media to the ship-to address identified on the Ordering 7.1 OEM Licenses.Under Esri's OEM or Solution Document, FOB Destination,with shipping OEM programs,OEM partners are authorized to charges prepaid.Customer acknowledges that embed or bundle portions of Esri products and should sales or use taxes become due as a services with their application or service. OEM result of any shipments of tangible media, Esri partners'business model, licensing terms and has a right to invoice and Customer will pay any conditions,and pricing are independent of this such sales or use tax associated with the receipt Agreement.Customer will not seek any discount of tangible media. from the OEM partner or Esri based on the availability of Products under this Agreement. 8.2 Order Requirements.Esri does not require Customer will not decouple Esri products or Customer to issue a purchase order.Customer services from the OEM partners'application or may submit a purchase order in accordance with service. its own process requirements,provided that if Customer issues a purchase order,Customer 7.2 Annual Report of Deployments.At each will submit its initial purchase order on the anniversary date and ninety(90)calendar days Effective Date. If this is a multi-year Agreement, prior to the expiration of this Agreement, Customer will submit subsequent purchase Customer will provide Esri with a written report orders to Esri at least thirty(30)calendar days detailing all Deployments.Upon request, before the annual anniversary date for each Customer will provide records sufficient to verify year. the accuracy of the annual report. a. All orders pertaining to this Agreement will be processed through Customer's centralized point 8.0—ORDERING,ADMINISTRATIVE of contact. PROCEDURES,DELIVERY,AND DEPLOYMENT b. The following information will be included in each Ordering Document: 8.1 Orders,Delivery,and Deployment (1) Customer name;Esri customer number, if a. Upon the Effective Date, Esri will invoice known;and bill-to and ship-to addresses (3) Order number Customer and provide Authorization Codes to activate the nondestructive copy protection (3) Applicable annual payment due program that enables Customer to download, Page 5 of 6 August 31,2021 9.0—MERGERS,ACQUISITIONS,OR DIVESTITURES If Customer is a commercial entity,Customer will notify Esri in writing in the event of(i)a consolidation, merger,or reorganization of Customer with or into another corporation or entity; (ii)Customer's acquisition of another entity;or(iii)a transfer or sale of all or part of Customer's organization(subsections i,ii,and iii,collectively referred to as"Ownership Change").There will be no decrease in Fee as a result of any Ownership Change. 9.1 If an Ownership Change increases the cumulative program count beyond the maximum level for this Agreement, Esri reserves the right to increase the Fee or terminate this Agreement and the parties will negotiate a new agreement. 9.2 If an Ownership Change results in transfer or sale of a portion of Customer's organization,that portion of Customer's organization will transfer the Products to Customer or uninstall, remove, and destroy all copies of the Products. 9.3 This Agreement may not be assigned to a successor entity as a result of an Ownership Change unless approved by Esri in writing in advance.If the assignment to the new entity is not approved, Customer will require any successor entity to uninstall, remove,and destroy the Products.This Agreement will terminate upon such Ownership Change. 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