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CONTRACT 6736 Vender AgreementAgreement No. 6736
THE
s�� I......., W FREE
Environmental Systems Research Institute, Inc.
380 New York St -
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: OAMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 7/26/2023 To: 1012412023
Quotation # Q-501767
Date: July 26, 2023
Customer # 116851 Contract #
City of El Segundo
Information Technology Services
350 Main St
El Segundo, CA 90245-3813
ATTENTION: Shaun Healy
PHONE:
EMAIL: shealy@elsegundo.org
Material Qty Term Unit Price
Total
168362 1 Year 1 $11,500.00
$11,500.00
Population of 0 to 15,000 Small Local Government Cloud -Based Enterprise Agreement Annual Subscription
168362 1 Year 2 $13,500.00
$13,500.00
Population of 0 to 15,000 Small Local Government Cloud -Based Enterprise Agreement Annual Subscription
168362 1 Year 3 $15,500.00
$15,500.00
Population of 0 to 15,000 Small Local Government Cloud -Based Enterprise Agreement Annual Subscription
Subtotal:
$40,500.00
Sales Tax:
$0.00
Estimated Shipping and Handling (2 Day Delivery):
$0.00
Contract Price Adjust:
$0.00
Total: $40,500.00
Esd may charge a fee to cover expenses related to any cuslomer requirement to use a proprietary vendor management, procurement or invoice program,
questions contact. Email: Phone:
it Thomas pthomas@esri.com 909 369 5555 exL 2192 x2192
The items on this quotation are subject to and governed by the terms of this quotation„ the most current product sperdit scrape of use document
found at hflp' ssgts a fis t +" t% I ►w5 edla lefa �5� u� s ifi k rrn laf q se3,P9,2dfL, and your applicable -signed agreement
with Esd. if no such agreement covers any item quoted, then Esrt's standard terms and conditions found at tLftp%/Jgo.esri.com)MAP$ apply to your
purchase of that item. If any item is quoted with a multi -year payment schedule„ there unless otherwise stated in this quotation, Customer is required'
to maize all payments without right of cancellation. Third -party data sets included in a quotation as separatety ficensed items will only be provided
and Invoiced if Esd is able to provide such data and will be subject to the applicable Third-party's teams 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. US Federal ,government entities and US government
prime contractors authorized under FAR 54.1 may purchase Under the terms of Esft"s GSA Federal Supply Schedule. Supplemental terns and
condI ions found at Iy1Jpp l)wMW,9 --rasdtegeV,ffgr±n l Ls�rg� rtlgl apply to Borne US state and'local goy ernrro, nt purchases. All terms
of this quotailon will be incorporated into and? become part of any additional agreement regarding Esri"'s offerings. Acceptance of this quotation is
limited to We terms of this quotation, Esd 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 purchaseilicense. The information may not be given to outside parties or used for any
anther ouroose without consent from Esri. Delivery is FOB O datin for customers located In the USA.
THOMASP This offer is limited to the terms and conditions incorporated and attached herein.
Agreement No. 6736
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: OAMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 712612023 To. 1012412023
Quotation # Q-501767
Date: July 26, 2023
Customer # 116851 Contract #
City of El Segundo
Information Technology Services
350 Main St
El Segundo, CA 90245-3813
ATTENTION: Shaun Healy
PHONE:
EMAIL: shealy@elsegundo.org
If you have made ANY alterations to the line Items included in this quote and have chosen to sign fha 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 anylall applicable Esri contract number(s) (e.g. MPA, 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.
Please check one of the following:
I agree to pay any applicable sales tax.
I am tax exempt, please contact me if exempt information is not currently on file with Esrf
Signature of Authorized Representative Date
Name (Please Print)
Title
The quotation information is proprietary and may rot be copied or released other than for the express purpose of system selection and purchaseAkanse. This information may not be given to outside
parties or used for any other purpose without consent from Environmental Systems Research Institute, Inc. (Esri).
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 lot your organlzation's budgetary purposes. Esri
reserves the right to adjust and collect sales and/or use tax at the actual dale of invoicing. It your organization is lax exempt or pays slate tax directly. then prior to invoicing, your organization must provide
Esri with a copy of a current tax exemption certificate Issued by your slate's taxing authority for the given jurisdiction.
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor manegemenk procurement, or invoice program
1=or questions contact: Email: Phone:
Peter Thomas pthomas@esri.com 909 369 5555 ext. 2192 x2192
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 h(� a t; q JT q ggCllqfiif esrisite i iS, I gilproduct RAr lf- errtro fit 0 dl, and your applicable signed agreement
with Esd. If no such agreement Movers any Item quoted, then Esri's standard terms and conditions found at b) 5Ap, &_srJ&pmM&P9 apply to your
purchase of that item. If any item is quoted with a multi -year payment scheduts, 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 Esrl 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, US Federal government entities and US government
prime contractors authorized under FAR. 51.1 may purchase under the terms of E,srl"s GSA Federal Supply Schedule. Supplemental terms and
conditions found at hit p: l wvft_es '&gn ul Xc ldlyrr s.rrp,pgprt gn-lpl apply to some US state and local government purchases. All terms
of this quotation will be Incorporated into and become part, of any additional agreement rrwgar "ong Esti"s offerings. Acceptance of Ibis 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,
w confirmation sent to or to be seat by buyer, Unless prohibited by law„ the quotation information is confidential and may not be copied or released
other lhan for the express purpose of system selection and purchasellicense. The informalion may not be given to outside parties of used for any
other purpose without consent from Esti. Delivery is FOB Origin for customers located In the USA.
THOMASP This offer is limited to the terms and conditions incorporated and attached herein.
Agreement No. 6736
Esri Use Only:
Cust. Name
15,
5CV V
Cust. #
s
Po #
_.
Esri Agreement #
SMALL ENTERPRISE AGREEMENT
LOCAL GOVERNMENT CLOUD -BASED
(E214-7)
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
Uncaeped Quantities
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
Developer Tools
ArcGIS Runtime Standard
ArcGIS Runtime Analysis Extension
Limited Quantities
One (1) Professional subscription to ArcGIS Developer
Two (2) ArcGIS CityEngine Single Use Licenses
50 ArcGIS Online Viewers
50 ArcGIS Online Creators
10,000 ArcGIS Online Service Credits
2 ArcGIS Insights in ArcG1S Online
OTHER BENEFITS
Number of Esri User Conference registrations provided annually 2
Number of Tier 1 Help Desk individuals authorized to call Esri 2
Maximum number of sets of
Five percent (5%) discount on all individual commercially available instructor -led training classes at Esri
facilities purchased outside this Agreemen#
`Additional sets of backup media may he niirchasar1 fnr a fan
Page 1 of 6 January 3. 2023
Agreement No. 6736
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 mcdifications can be made to this Agreement.
Accepted and Agreed:
Prin�d Name: de
Title:
Date:
Contact:
Address:
City, State, Postal Code:
Country:
Quotation Number (if applicable):
Approved as to Form:
Mark D,,ensley, City Attorney
Joaquin V
uez, Assistant City Attorney
Attest:
Tracy +'eave , i y Clerk
, ("Vw� "m V4 P)/7-,3
Risk Management
CUSTOMER CONTACT INFORMATION
Telephone:
Fax:
E-mail:
Page 2 of 6 January 3, 2023
Agreement No. 6736
1.O—ADDITIONAL DEFINITIONS
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 s:Awrwww.esri.comd"en-
us/le al, terms/full-master-a reement 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.
2.0—ADDITIONAL GRANT OF LICENSE
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.
3.0—TERM, TERMINATION, AND EXPIRATION
3.1 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 -
Page 3 of 6 January 3, 2023
Agreement No. 6736
owned entities, either party may terminate this
Agreement before any subsequent year if
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.
than the defined Products will receive Maintenance.
Customer may acquire maintenance for other
Software outside this Agreement.
a. Tier 1 Support
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.
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,
S.
Tier 1 Help Desk individuals are the only
which can be found at
individuals authorized to contact Tier 2
htt s;lsu ort esri.comdeno tsar-
Support. Customer may change the Tier 1
resources) roduct-life-o cle. 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
The Fee includes standard maintenance benefits
during the Term of Agreement as specified in the
most current applicable Esri Maintenance and
Support Program document (found at
htt12s1/www.esrLcom/en-
vs/le-gal/terMs/maintenance). At Esri's sole
discretion, Esri may make patches, hot fixes, or
updates available for download. No Software other
2. Tier 2 Support will review all information
collected by and received from the Tier 1
Help Desk including preliminary documented
troubleshooting provided by the Tier 1 Help
Desk when Tier 2 Support is required.
3. Tier 2 Support may request that Tier 1 Help
Desk individuals provide verification of
information, additional information, or
answers to additional questions to
Page 4 of 6 January 3, 2023
Agreement No. 6736
supplement any preliminary information
gathering or troubleshooting performed by
Tier 1 Help Desk.
4. Tier 2 Support will attempt to resolve the
Case submitted by Tier 1 Help Desk.
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).
6.0--ENDORSEMENT AND PUBLICITY
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.
7.0---ADMINISTRATIVE REQUIREMENTS
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.
Customerwill 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, ,ADMINISTRATIVE
PROCEDURES, DELIVERY, AND
DEPLOYMENT
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 up to thirty (30) calendar days before the
annual anniversary date for each year.
b. Undisputed invoices will be due and payable
within thirty (30) calendar days from the date of
invoice. Esri reserves the right to suspend
Customer's access to and use of Products if
Customer fails to pay any undisputed amount
owed on or before its due date. Esri may charge
Customer interest at a monthly rate equal to the
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
for any overdue balance that remains unpaid
ten (10) days after Esri has notified Customer of
the past -due balance.
c. Esri's federal ID number is 95-2775-732.
d. 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
Page 5 of 6 January 3, 2023
Agreement No. 6736
9.0--MERCERS, 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.
Page 6 of 6 January 3, 2023
Agreement No. 6736
Master Agreement
Product and Services
Revised November 1, 2022
IMPORTANT —READ CAREFULLY
Unless superseded by a signed license agreement between you and Esri, Esrl is wilting to provide Esri
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 Esrl Offerings and
Services. Please read the terms and conditions carefully, You may not use the Esd Offerings unless you
agree to the terms and conditions of the Agreement. Your access and use of EsrN Offerings, or Services,
constitutes your acceptance of the terms and conditions of this Agreement. If you do not agree, contact
your local sales representative prior to making your purchase.
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 EsrN 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 (1) continue for the duration of the subscription or applicable Term or
perpetually if no Tenn is applicable or identified in the Ordering Documents and (ii) are subject to additional rights
and restrictions in this Agreement including Attachment B.
1.2 Consultant or Contractor Access. Customer may authorize its consultants or contractors to (N) host Esri
Offerings for Customer's benefit and (i) 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.
1.4 Customer Content. Esri does not acquire any rights in Customer Content under this Agreement other than as
needed to provide Esri Offerings and Services to Customer.
E204-Legal Page 1 of 25 November 1, 2022
Agreement No. 6736
2.0 SOFTWARE AND ONLINE SERVICES
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 Customers Value -Added Applications.
b. "App Login Credentlal(s)" means a system -generated application login and associated password, provided
when registering a Value -Added Application with Online Services, which when embedded in a Value -Added
Application allows the Value -Added Application to access and use Online Services.
c. "Commercial App Deployment License" means a license to distribute Value -Added Applications to third
parties for a fee.
d. "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.
e. "Deployment License" means a license to incorporate ArcGIS Runtime components in Value -Added
Applications and distribute Value -Added Applications to Customer's end users.
f. "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.
g. "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.
h. "Development Use" means the right to install and use Products to build and test Value -Added Applications
as described in the Documentation.
L "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 device as long as the Software is only used by a
single individual at any time.
j. "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.
k. "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.
I. "Named User Credential(s)" means an individual person's login and associated password enabling that
person to access and use Products.
m. "Named User License" means the right for a single Named User to use a specific Esri Offering.
n. "Online Services Subscription" means a limited -term subscription conveying the right for one or more
Named Users to access and use Online Services.
o. "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.
p. "Server License" means a license to install and use Software on any computer being used as a server.
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.
q. "Sharing Tools" means publishing capabilities included with Customer's authorized use of Online Services
or ArcGIS Enterprise 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
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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.
2.2 License and Subscription Types. Esri provides 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.
2.3 Software Terms of Use.
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. Governmental or not -for -profit organizations that operate a website or offer Internet services may use
server Software for revenue -generating purposes 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 htti2s://www.esri.com/le!gal`/scope-of-use.
2.4 Online Services Terms of Use.
a. Online Services Descriptions. Esri publishes Online Services Subscription -specific terms of use at
htt s'www.esri.com/leggL/scope-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 when applicable, 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)disthbute, 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. Customer's use of Sharing Tools is at Customer's sole risk.
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2.5 Named User Licenses. Except as expressly set forth in this Agreement, 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. Anonymous Users. Anonymous Users may only access Software or Online Services through Value -Added
Applications that provide access to services or Content, that has been published for shared access through
the use of Sharing Tools.
2.6 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 Content that is not publicly shared through the use of
Sharing Tools 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 or Content, that has been published for shared access by Anonymous
Users through the use of Sharing Tools.
4. Customer may not embed an App Login Credential into Value -Added Applications that enables access to
Customer Content that is not publicly shared through the use of Sharing Tools. Value -Added Applications
that enable access to Customer Content that is not publicly shared through the use of Sharing Tools 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
parry's own Software license or Online Services Subscription.
2.7 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 a purchased
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 farm or as described on Esri's website In addition to the nonconflicting terms of this Agreement.
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3.0 DATA
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 Packages}' means a digital file containing Online Services basemap Data extracted from the
Online 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. Subject to the restrictions set forth in this Agreement and 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, Customer may:
1. Create 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); and
2. Use and include such representations of Data 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.
c. Customer may take Online Services 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. Customer may make any internal use of geocoded results that are obtained and stored in compliance with
this Agreement. Customer may not redistribute geocoded results except to (i) use and/or display on a map in
connection with Customer's public, non -revenue generating website(s), (ii) permit access to third -parties for
the purposes of Customer's business, or (iii) deliver to third parties, on a noncommercial/non-revenue
generating basis, static results, static output or static base map renderings.
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.
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Agreement No. 6736
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. 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.
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 Mm esri.comA2 allthird- art -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
authorized distributor under the authorized distributor's own standard support policy and in accordance with the
Esri Product Life Cycle Support Policy.
5.0 PROFESSIONAL SERVICES
5.1 Definitions. The following definitions supplement the definitions provided in Attachmpnt A:
a. "Invention(s)" means a patentable invention, discovery, innovation, or improvement, excluding Deliverables,
relating to the subject matter of a Task Order.
b. "Inventor(s)" means a party's principal, employee, consultant, or independent contractor that solely or jointly
develops Inventions during Esri's performance under a Task Order.
c. "Professional Service Package(s)" means a predefined unit of Professional Services, including travel -
related expenses, provided at a firm fixed price.
5.2 Permitted Uses. Customer may use, copy, and modify Deliverables solely in conjunction with Customer's
authorized use of Products.
5.3 Task Orders and Project Schedule.
a. Esri will provide Professional Services and Deliverables as specified in the Task Order.
b. Each Task Order will reference this Agreement and specify the commencement date and, if known, the period
of performance.
c. Task Orders may have the format shown in Attachment C or any other agreed -upon format.
d. Each party will identify, in writing, the project manager who is responsible for Professional Services and
Deliverables described in Task Orders. By written notice to the other parry's technical administrator, either
party may replace the project manager at any time with a similarly qualified person.
e. Other than pricing and descriptions of Professional Services to be performed, terms and conditions in a Task
Order are not binding unless both parties have signed the Task Order. The terms of a signed Task Order take
precedence over conflicting terms in this Agreement..
5.4 Ownership of Deliverables and Inventions.
a. Esri or its licensors own and retain ownership of Deliverables.
b. Each party will retain all rights, title and ownership to any Inventions made or conceived solely by the
respective Party's Inventors during the term of this Agreement, including, but not limited to, such Inventions
that Esri's Inventors solely make or conceive while providing technical assistance pursuant to this Agreement.
c. The parties will jointly own any Inventions made or conceived jointly by Inventors from both Parties. The
Parties will negotiate in good faith and cooperate reasonably in (i) deciding whether or not to seek or
maintain, or to continue to seek or maintain, patent protection in any country on any joint Invention and the
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extent and scope of such protection and (ii) protecting and enforcing any patents issued on such joint
Invention.
5.5 Acceptance.
a. For Firm Fixed Price Task Orders. Customer will complete its acceptance review within 10 working days of
receiving each Deliverable and classify the Deliverables as follows:
1. "DELIVERABLE ACCEPTED" means a Deliverable conforming to the applicable Task Order with no more
than minor nonconformities.
2. "DELIVERABLE ACCEPTED WITH REWORK" means a Deliverable substantially conforming to the
applicable Task Order but having a significant number of identified nonconformities and accepted subject
to rework by Esri. Esri will rework the Deliverable for the identified nonconformities and resubmit it within
30 days. Customer will rerun its acceptance review for the nonconformities detected in the initial review
within 10 working days of such resubmission and will reclassify the Deliverable as either DELIVERABLE
ACCEPTED or DELIVERABLE REJECTED.
3. "DELIVERABLE REJECTED" means a Deliverable that fails to substantially conform to applicable Task
Order(s). Esri will rework the Deliverable and resubmit it to Customer within 30 days, at which time
Customer will have 10 working days to rerun its acceptance review and reclassify the deliverable as
either DELIVERABLE ACCEPTED or DELIVERABLE REJECTED.
Customer may not use any Deliverable in its business operations before acceptance as described in a.1 or
a.2. If Customer does not notify Esri in writing within 10 working days after delivery that it has classified the
Deliverable as ACCEPTED WITH REWORK or REJECTED in accordance with a.2 or a.3, or if Customer
uses the Deliverable in its business operations, the Deliverable will be deemed, as of the first of either of
these events to occur, to have been accepted.
b. For Task Orders with Professional Service Packages. Professional Services that Esri performs under
Professional Service Packages will be deemed accepted unless Customer notifies Esri within 10 days after
performance. Customer may purchase additional Professional Service Packages as needed to complete
Customer's work requirements.
c. For Time and Materials Task Orders. Professional Services are provided strictly on a time and materials
basis subject to the Task Order not -to -exceed funding limit. The Professional Services provided will be
deemed accepted and in compliance with the professional and technical standards of the software industry
unless Customer notifies Esri within 10 days after performance. Deliverables produced under a time and
materials Task Order will not be subject to acceptance testing.
5.6 Warranty for Deliverables. Esri warrants to Customer that firm fixed price Deliverables materially comply
with Specifications for a period of 90 days from acceptance, subject to the limitations and disclaimers of liability
set forth in the "Limited Warranties and Disclaimers" section of Attachment B.
5.7 Changes. The parties may make changes within the general scope of a Task Order by mutual agreement. To
document any agreed -to scope changes within the general scope of the Task Order that affects the cost or time
required to provide a Deliverable, the parties will jointly sign a written amendment to the Task Order that includes
an equitable adjustment in the price, schedule, or both.
5.8 Customer Termination for Convenience. Customer may terminate any Task Order at any time upon
30 days' written notice to Esri and upon payment to Esri of all amounts due to date pursuant to this Agreement,
including reasonable expenses incurred as a direct result of the termination and the pro rata contract price for the
Task Orders affected.
5.9 Payment; Invoices.
a. For Firm Fixed Price Task Orders. Unless otherwise specified in a Task Order, Esri will prepare and submit
monthly invoices based on the percentage of completion for each Deliverable as of the end of the preceding
month. Upon acceptance of all Deliverables under a Task Order, the unpaid balance of the total Task Order
value is due.
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b. For Professional Service Packages. Esri will submit an invoice for Professional Service Packages on
receipt of an agreed -upon Task Order. Esri may, at its sole discretion, stop work to avoid exceeding the total
labor hours or number of days allotted in the applicable Professional Service Package description set forth in
the applicable scope of work. Professional Service Packages expire if not used within 12 months of the Esri
invoice date.
c. For Time and Materials Task Orders.
1. Esri will submit to Customer written monthly invoices to the Customer address provided in the Task
Order. The invoices will include the payment due for work performed, including travel time, and any other
direct costs (ODCs) incurred as authorized under a Task Order. The amount invoiced for labor will be
equal to the number of hours expended during the previous month, multiplied by the applicable labor
rates. Esri will invoice meals on a per diem basis in accordance with the full daily limits specified on the
government Defense Travel website at Was: itwww,defensetravgl.dod.mil/slt / erdiemCglc.cf Esri and
Customer may include hourly labor rates in this Agreement; if the parties elect to do so, Attachment Q will
identify the hourly labor rates for each labor category. Esri may change hourly labor rates for Services;
any increase in the first 5 years will not exceed 5 percent per year. Esri will invoice ODCs, including
travel -related expenses incurred, plus a 15 percent burden.
2. Esri may reallocate the budget between activities, labor categories, and ODCs as necessary to facilitate
the work effort, provided the overall price is not exceeded. If Esri reaches the funded not -to -exceed Task
Order value and the activities are not completed, Customer may increase the order funding to allow
additional work to be performed, or Esri may stop work without further obligation or liability.
5.10 System and Data Access. Each Task Order will specify any requirement for Customer to give Esri
personnel access to Customer's systems or data.
6.0 ESRI MANAGED CLOUD SERVICES
6.1 Definitions. The following definitions supplement the definitions provided in 6ggghm nt�A:
a. "Esri Managed Cloud Services Environment" means the hardware, Software, Data, and network platform
that Esri or its third -party supplier provides as part of Esri Managed Cloud Services.
b. "Hosting" means the business of housing and making accessible Customer Content via the Internet.
6.2 Provision of Esri Managed Cloud Services.
a. General Terms. Use of Esri Managed Cloud Services is subject to the Cloud Services terms found in
Attachment. S of this Agreement.
b. Requirements Planning. It is Customer's responsibility to plan for and address with Esri changes to
Customer's requirements, such as the need for additional capacity, the update of an application or dataset, or
increased level of system availability.
c. Compensation and Expenses. Esri will invoice Customer for the one-time setup fee upon Task Order
execution. Thereafter, Esri will invoice Customer monthly for the Esri Managed Cloud Services to be provided
the following month. Customer will pay invoices within 30 days of receipt. Customer is responsible for any
shipping or temporary storage costs incurred during the delivery of Customer Content to Esri or removal of
Customer Content from the Esri Managed Cloud Services Environment. This paragraph does not apply to Esri
Managed Cloud Services provided under the Advantage Program (see the section entitled "Advantage
Program" in this Agreement).
d. Risk of Loss. Risk of loss for all Customer Content shall at all times remain with Customer, and it is
Customer's sole responsibility to maintain regular backups of Customer Content. Risk of loss for the Esri
Managed Cloud Services Environment shall at all times remain with Esri.
e. Personally Identifiable Information. Prior to providing any Customer Content under this Agreement,
Customer shall notify Esri if Customer Content includes personally identifiable Information.
f. Public Software. Customer may not use, and may not authorize its end users or contractors to combine or
use any Esri Offerings with any software (including any underlying dependencies), documentation, or other
material distributed under an open source or other similar licensing or distribution model that requires as a
condition of such model that any component of the Esri Offering to be (1) disclosed or distributed in source
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Agreement No. 6736
code form, (2) made available free of charge to third parties, or (3) modifiable without restriction by third
parties.
g. Monitoring. Customer will provide information and other materials related to its Customer Content as
reasonably requested by Esri or its Hosting partner to verify Esri's or Customer's compliance with this
Agreement. Esri or its Hosting partner, as applicable, may browse, index, or otherwise monitor the external
interfaces of any Customer Content solely for the purpose of verifying compliance with this Agreement.
7.0 TRAINING
7.1 Definitions. The following definitions supplement the definitions provided in Attachment A:
a. "Customer -Supplied Training Data" means any digital dataset(s) including, but not limited to, geographic
vector data, coordinates, raster data reports, or associated tabular attributes supplied by Customer for use in
training.
b. "Esri Academy LMS Integration Subscription" means an optional term -limited subscription to Esri
Academy enabling a specific number of unique Customer student(s) access to Self -Paced E-Learning through
the customer's Learning Management System.
c. "Esri E-Learning Content (SCORM Format) License" means an optional term -limited license that provides
Esri customers with Esri's a -learning content in SCORM (Shareable Content Object Reference Model) format
to import into their Learning Management System.
d. "Esri Mobile Lab" means a service in which Esri will deliver and set up a training environment at the
Customer's site for use in conjunction with scheduled Esri Training Events only. The Esri Mobile Lab will
include certain hardware, software, power cords, and network switches necessary for the instructor to set up
the environment.
e. "Esri Training Event(s)" means an Esri site class, Esri instructor -led online class, a Customer site/private
class, workshop, or coaching services.
f. "Esri Training Representative" means Customer's primary Esri liaison in organizing private Esri Training
Events.
g_ "Student(s)" means a Customer employee or agent who is a registered participant in a specific Esri Training
Event or Training -related services. If Customer is an individual, then Student means Customer.
h. "Training Pass" means a nonrefundable, nontransferable block of prepaid training days with a fixed price per
day throughout the Term of the Training Pass.
1. "Esri Mobile Router" means a service in which Esri will deliver and setup a mobile router at the Customer's
site for use in conjunction with a scheduled Esri Training Event only. The mobile router provides high-speed
wireless internet access needed to run the Esri Training Event.
j. "Learning Management System" or "LMS" shall mean third -party software acquired separately by
Customer that allows Customer to consume E-Learning Content (SCORM Format) for the purpose of re-
serving it to the Customer's internal employees.
7.2 Permitted and Prohibited Uses.
a. Esri provides Training Materials for Training purposes only and for the exclusive use of the Student who
attends the Training course for which the Training Materials are provided.
b. Customer may reproduce copies of Training Materials for registered Students.
c. Customer may not and may not permit any Student to (i) separate the component parts of Training Materials
for any use or (ii) use audio or video recording equipment during an Esri Training Event.
d. Esri may issue temporary Product authorizations if Customer has an insufficient number of Products available
for Training. Customer may use such Products as Training Materials under the terms of this Agreement.
Customer will uninstall all deployed Products and return any media provided by Esri upon conclusion of the
Esri Training Event.
e. Customer will retain ownership of any Customer -Supplied Training Data.
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7.3 Esri's Responsibilities.
Esri will
a. Provide an instructor qualified to conduct Training;
b. Provide all necessary Training Materials for Student; and
c. Confirm Esri Training Events approximately 10 business days prior to the scheduled start date. Esri will only
confirm Student registrations that include a payment method. Registrations without a confirmed payment
method are placed on the reservation waiting list. All reservations on the waiting list are subject to availability.
Customer site/Private class and coaching services confirmation is also dependent on receipt of the completed
Customer site training request form.
7.4 Customer's Responsibilities.
Customer will
a. Ensure that all Students have received confirmation from Esri to participate in an Esri Training Event. Esri
reserves the right to disconnect any Student who permits unregistered student access to an online classroom
Esri Training Event. In such case, the full Esri Training Event fee will be invoiced and payable;
b. Ensure that all Students meet the minimum prerequisites for the applicable Esri Training Event as listed on
Esri's training website;
c. Submit Student registrations with payment method information at least 15 business days before the
scheduled start date;
d. Provide the Esri Training Representative with a list of names and email addresses of any Students who are to
attend an Esri Training Event at least 3 business days before the scheduled start date, for compliance with
the US embargoed country lists and the various US Government Lists of Parties of Concern or Specially
Designated Nationals lists;
e. For classes held at the Customer -designated facility, complete a client -site training request form; consult with
Esri personnel to determine classroom, computer, and network requirements; and provide all such required
classrooms, computers, and network access;
f. Ensure that Student use of Training Materials provided by Esri complies with the terms of this Agreement; and
g. Assume full liability and responsibility for Student attending Training course(s) under this Agreement.
h. If the Esri Mobile Lab or Mobile Router is used, Customer will
1. Take delivery of the Esri Mobile Lab or Mobile Router from the shipping agent, and keep it in a secure,
locked area at all times;
2. Immediately report any previously damaged Esri Mobile Lab or Mobile Router equipment to the Esri
Training Representative upon receipt of the shipment; and
3. Be financially responsible for loss of, damage to, or theft of Esri Mobile Lab or Mobile Router equipment
while in Customer's possession.
7.5 Student Registration and Training Event Change Policy.
a. Customer will provide advance written notice to Esri Customer Service at srvice(Mesrl corn to reschedule or
cancel any Esri Training Event or to substitute a student in a scheduled Esri Training Event.
b. A replacement Student must be from the same Customer organization as the Student being replaced.
c. If Customer reschedules an Esri Training Event three or fewer days before the scheduled start date, Esri will
charge Customer 50 percent of the fee plus the cost of the rescheduled Esri Training Event.
d. If Customer (i) cancels an Esri Training Event 3 or fewer days before the scheduled start date without
concurrently rescheduling or (ii) is absent without notice from the Esri Training Event, Customer will be liable
for the full Esri Training Event fee.
e. If cancellation of an Esri Training Event is necessary due to causes beyond the party's reasonable control, the
affected party may reschedule or cancel the Esri Training Event without incurring any liability.
f. Termination of Agreement. Students who are currently registered for an Esri Training Event as of the date of
termination of this Agreement may attend the scheduled Esri Training Event, subject to the terms and
conditions of this Agreement.
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Agreement No. 6736
7.6 Invoicing; Prepaid Fees.
a. Esri will invoice Customer upon completion of the Esri Training Event or on purchase of a Training Pass. On
Customer request, Esri will invoice in advance for an Esri Training Event.
b. If Customer is invoiced and pays that invoice prior to the scheduled Esri Training Event, then Customer has
1 year from the date of the invoice to consume training days. For a multiyear order, training days must be
consumed by the end date specified on the Esri quotation. Thereafter, all prepaid fees are forfeited.
c. Training Pass policies and redemption rates are described at htt :Al w+ww.esri.cam/trainin /trainin -for-
or ani�atio_nP,
This section 7.6 does not apply to Training provided under the Advantage Program.
7.7 Availability and General Provision of Wireless Service
a. Esri 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 wireless service interruptions or unavailability.
7.8 Esri E-Learning in the Customer's Learning Management System
a. Esri E-Learning Content (SCORM format) License, specific terms of use incorporated by reference are found
at lotto l/wr ww e;ri com�content/dama" r" itgs en-us/me ia/Ig ai storm-lmslscorm-terms-and-conditions. df
b. Esri Academy LMS Integration Subscription, specific terms of use Incorporated by reference are found at
htt s:: .esri.com/content"dam(e isit.Ns/en-uslmedia/le al/scorm-Ims/Ims-ter s-and-conditions. df
8.0 ADVANTAGE PROGRAM
8.1 Definitions. The following definitions supplement the definitions provided in Attachment A:
a. "Activity Description" means a mutually agreed upon written statement that confirms the number of
Learning and Services Credits that Esri estimates is required to perform an activity and authorizes Esri to
begin work based on such estimate. The Activity Description serves as the Task Order for Services provided
under the Advantage Program.
b. "Advantage Program" means either Advantage Program, as described at
www.esri.com/services/e@galc_ompgrients, or the Advantage Program for Partners, as described at
www.esri,r.omip.ailners/br)..alcom anents.
c. "Authorized Contact" means Customer's point of contact for the Advantage Program identified below.
d. "Learning and Services Credits" means a contracted unit of exchange that Customer may use to acquire
Professional Services, Training, PSS, Esri Managed Cloud Services, or related travel expenses as described
below.
e. "Premium Support Services" or "PSS" means a prioritized incident management and technical support
program further described at https:/Isupportesri.com/en/su000rttaremium.
f. "Advisor" means an Esri consultant assigned to work with Customer to provide Professional Services such
as advising Customer on GIS strategies, facilitating annual planning, and developing and coordinating a
collaborative work plan under the Advantage Program.
8.2 Advantage Program Description. The Advantage Program is provided on an order -by -order, annual
subscription basis and provides strategy and planning support in addition to a menu of items including
Professional Services, Training, PSS, and Esri Managed Cloud Services that Customer can select to best meet
its needs with guidance from Advisor. The Advantage Program may change from time to time. The Advantage
Program includes the following:
a. Advisor. Customer will receive up to the number of Advisor hours ordered. Customer may elect to retain
additional Advisor hours for a supplemental price.
b. Annual Planning Meeting, A 1-day annual planning meeting is included.
c. Work Plan. A collaboratively developed document is designed to drive the program's implementation through
definition of Customer's GIS vision, goals, and objectives.
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d. Learning and Services Credits. Customer will receive the number of Learning and Services Credits ordered.
Customer may use the credits toward any combination of Professional Services, Training, PSS, Esri Managed
Cloud Services, or related travel expenses. Customer may order, for an additional price, additional Learning
and Services Credits. Learning and Services Credits may be exchanged as described at the applicable
Advantage Program website. Esri will provide a monthly report outlining usage of Learning and Services
Credits to date to the Authorized Contact.
e. Technology Webcasts. Esri will provide an email invitation to the Authorized Contact for webcasts
presenting business and technical information related to enterprise GIS.
f. No Project Services. The Advantage Program is not designed for Esri to provide project -specific
Professional Services such as custom application or database development for solutions or applications. Esri
will not provide these types of Professional Services under the Advantage Program and does not warrant that
Deliverables provided under an Advantage Program will comply with Specifications.
8.3 Authorized Contact Information. Customer identifies the following person as its initial Authorized Contact.
(to be completed by Customer):
Contact Name:
Address:
City, State, ZIP:
Email:
Telephone:
Fax:
8.4 Current on Maintenance. Customer must remain current on standard Software Maintenance during the
Advantage Program term.
8.5 Authorization of Learning and Services Credits Use. Customer will contact its account manager or Advisor
to consume Learning and Services Credits for a particular request. Esri will submit an Activity Description by
email to Customer for confirmation and authorization to use Learning and Services Credits. Customer may
authorize the consumption of Learning and Services Credits by submitting an email. Esri will begin work and
deduct the estimated credit amount stated in the Activity Description from the unused Learning and Services
Credits available.
8.6 Activity Descriptions for Esri Managed Cloud Services. The Activity Description for Esri Managed Cloud
Services orders must include the following:
a. The Esri Managed Cloud Services Term. The time period in which Esri provides the Esri Managed Cloud
Services to Customer. The Esri Managed Cloud Services term does not begin until setup and deployment of
the data and application are complete.
b. Targeted System Availability. The minimum percentage of time that Customer has external access to the
application and associated Customer Content through the Internet. Examples of supported levels of system
availability are 95 percent, 99 percent, and 99.9 percent. Not all Esri Managed Cloud Services offerings
include a Targeted System Availability.
c. Number of Anticipated Requests. A The number of requests made by an end user through a client (e.g.,
desktop computer, web application, mobile device) and sent to a server(s) that is set up in the Esri Managed
Cloud Services Environment by Esri and performs computational tasks on behalf of the end user. An example
of a common request used in a GIS is a map request. A map request is made every time a user pans, zooms,
or queries a map service.
d. Amount of Data Storage. The storage capacity required to retain digital data, which is to be used and
consumed in Customer GIS applications or Cloud Services.
e. Learning and Services Credits Consumption. The price for the Esri Managed Cloud Services in Learning
and Services Credits.
The Data storage location may be defined in the Activity Description.
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8.7 Travel and Per Diem Expenses. Any Esri travel and per diem expenses will be quoted separately. Travel
expenses will include a 15 percent burden, and per diem will be determined in accordance with the full daily limits
specified on the government Defense Travel website at https://www.defensetravel.dod.mil/site/perdiemCalo.rfm.
Customer will use Learning and Services Credits for travel and per diem expenses.
8.8 Notification of Consumed Credits. Esri will notify Customer if the authorized Learning and Services Credits
are consumed prior to completion of the requested work. Customer may elect to direct the use of additional
Learning and Services Credits, if available; procure additional Learning and Services Credits; or notify Esri to stop
work on such requested work. Esri reserves the right to stop work if Customer has consumed all its Learning and
Services Credits.
8.9 Review of Proposed Activities. Any activities proposed to be completed under the Advantage Program will
be subject to Esri's review and approval to ensure alignment with the intent of the program.
8.10 Invoicing.
Esri shall invoice Customer as quoted for the Advantage Program subscription, additional Learning and
Services Credits, or Advisor services upon receipt of Customer's order. Subsequently, Esri will invoice
annually at least 30 days in advance of the Advantage Program subscription expiration date. Esri will extend
the Advantage Program subscription for a subsequent annual term upon receipt of Customer's payment of the
renewal invoice. Esri will invoice fees for additional Learning and Services Credits or Advisor services upon
receipt of Customer's order.
Pricing for program renewals and new or additional Services will be in accordance with Esri's standard pricing
at the time of purchase or renewal.
8.11 Termination and Expiration. Upon termination or expiration of an Advantage Program subscription:
a. Services will end as of the expiration or termination date stated; and
b. Unless either party terminates the Advantage Program subscription for cause, Customer may apply any
unused Learning and Services Credits toward any Professional Services, Training, PSS, or related travel
expenses that are scheduled as of the termination or expiration date, provided that the Learning and Services
Credits are used within 3 months after the termination or expiration date. Any other unused Learning and
Services Credits will expire 30 days after the expiration or termination date; if Customer renews the
Advantage Program subscription within this time period, any unused Learning and Services Credits will
remain valid for up to 2 years from the purchase date or termination of this Agreement, whichever comes first.
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ATTACHMENT A
GLOSSARY OF TERMS
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.arcois.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 Esri Managed Cloud Services.
"Content" means data, images, photographs, animations, video, audio, text, maps, databases, data models,
spreadsheets, user interfaces, graphics components, icons, software, and other resources used in connection
with Esri Offerings and Services.
"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" 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.
"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.
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"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 Esri Managed Cloud Services, Training, or Professional
Services directly to Customer, then Services also include Esri Managed Cloud Services, 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, (H) the scope of work set forth
in any Task Order, or (iii) Esri's published course descriptions for Training.
"Subscription" means a license for use of an Esri Offering for a limited time period or a right to receive Services
for a limited time period.
"?ask 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.
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ATTACHMENT B
GENERAL TERMS AND CONDITIONS
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.
ARTICLE BA —GENERAL USE RESTRICTIONS
Except as expressly permitted in this Agreement, Customer will not
a. Sell, rent, lease, sublicense, distribute, fend, 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 -parry'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 (e.g. GPL) that require any part of
the Esri Offering to be subject to additional terms, for example
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; or
1. Generate revenue by providing access to Software or Online Services through a Value -Added Application.
These restrictions will not apply to the extent that they conflict with applicable law or regulation.
ARTICLE 13.2—TERM AND TERMINATION
B.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.
B.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._
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B.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
c. Stop using and uninstali, 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 B.3—LIMITED WARRANTIES AND DISCLAIMERS
B.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 (H) 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.
B.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.
B.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 with
Specifications or loss, deletion, modification, or disclosure of Customer Content 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.
B.3A Disclaimers.
a. Internet Disclaimer. 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 -Part 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
P
www.esr .com, eve o ers.,arrRrris,com. livin atlas.arc is.com and www.arcais.com. Providing links to
third -party websites and resources does not imply an endorsement, affiliation, or sponsorship of any
kind.
B.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.
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Agreement No. 6736
ARTICLE BA —LIMITATION OF LIABILITY
B.4.1 Disclaimer of Liability. Neither Customer, Esri, nor any Esri authorized distributor or third party
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, or current subscription fees, or Services fees paid or owed to Esri for the Esri
Offerings or Services giving rise to the cause of action.
BA.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.
B.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.
BA.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 B.5—INDEMNIFICATIONS
B.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.
B.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 Tema 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.
B.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.
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Agreement No. 6736
13.5.4 Conditions for Indemnification. As conditions for indemnification, but for those defined as Infringement
Claims (see B.5.2 c.), Indemnitee will (i) promptly notify Esri in writing of the Claim, (H) 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 Claim, and (iv) reasonably cooperate in the defense of the Claim at Esri's
request and expense.
13.5.5 This section sets forth the entire obligation of Esri, its authorized distributor, and its third party
licensors regarding any Claim'for which Esri must indemnify Customer.
ARTICLE B.6—INSURANCE
If Esri is providing Services, Esri will carry, at a minimum, the following coverage:
a. Comprehensive general liability or commercial general liability with a minimum coverage of $1,000,000.00
(US dollars) 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 13.7—SECURITY AND COMPLIANCE
B.7.1 Security. Esri publishes its security capabilities at hftps:/Itru§t.grggis.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
securesu ort esri,com for further instruction before providing any Customer Content that requires security
measures other than Esri's published security capabilities.
B.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.
13.7.3 Export Compliance. Each party will comply with all applicable export and trade sanctions 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), the US Department of Treasury, Office of
Foreign Assets Control (OFAC) Regulations, 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 currently including Iran, Syria, North Korea, Cuba,
Crimea region of Ukraine, the Donetsk People's Republic (DNR) and Luhansk People's Republic (LNR), 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
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Agreement No. 6736
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 120.31, 120.32, and 120.33, 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.
B.7.4 Privacy. Esri will process personal data according to the terms of the Data Processing Addendum available
at htt2s://www.es�ri.gom/en-us/rivag /overview.
ARTICLE B.8—CLOUD SERVICES
B.8.1 Prohibited Uses. Customer shall not provide Customer Content or otherwise access or use Cloud Services
in a manner that
a. Creates or transmits spam, spoofings, or phishing email or offensive, hate -related 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.
13.8.2 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.
8.8.3 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
1. 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
2. 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.
B.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 www.esri,comlte alldmca polic
B.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
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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 Content as described above.
B.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.
ARTICLE 6.9—GENERAL PROVISIONS
B.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 authorized distributor's
invoices in accordance with the authorized distributor's payment terms.
B.9.2 Feedback. Esri may freely use any feedback, suggestions, or requests for Product improvement that
Customer provides to Esri.
B,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.
8.9.4 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.
B.9.5 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 authorized distributor may quote taxes or fees in accordance with its own policies.
B.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 authorized 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.
B.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.
B.9.8 Severabillity. 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.
B.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
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Agreement No. 6736
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 authorized
distributors are not Affiliates of Esri.
B.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."
B.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
Subparts 12.211/12.212 or DFARS Subpart 227.7202. Esri Data and Online Services are licensed or subscribed
under the same DEARS 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. ArcG1S Online has been granted FedRAMP
tailored low authorization but does not meet higher security requirements including those found in
DFARS 252.239-7010.
B.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.
B.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 party will, at the request of the other, make
available documents or witnesses relevant to the major aspects of the dispute.
B.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.
8.9.15 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.
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Agreement No. 6736
B.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: LegalNotices@esri.com
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Agreement No. 6736
ATTACHMENT C
SAMPLE TASK ORDER
Esri Agreement No.
Task Order No.
In accordance with the terms and conditions of the above -referenced Agreement between Environmental Systems
Research Institute, Inc. ("Esri"), and ("Customer"),
(""Customer Address"), this Task Order authorizes preparation and provision of the Deliverables described and in
accordance with the terms, schedule, and start/end date(s) specified below.
1. Scope of Work: [As applicable, specifically identify and describe Deliverables including custom code, map
data, technical data (including technical assistance), and the resources to be providedby Customer (including
Customer -supplied personnel, software, hardware, and digital or hard -copy data) and place of delivery and
location where technical assistance will be provided.]
In addition to the foregoing, Customer agrees that its employees, representatives, and subcontractors will
cooperate and communicate with Esrl during performance of this Task Order. Without cost to Esri, Customer
shall provide, allow access to, or assist Esri in obtaining all data Esri requests for performance of this Task
Order, including, but not limited to, (1) copies of previously prepared reports, maps, plans, surreys, records,
and other documents in the control or possession of Customer and (2) copies of ordinances, codes,
regulations, or other governmental documents.
2. Contract Type: (Firm Fixed Price (FFP) or Time and Materials (T&M)]:
3. Total Task Order Value (if FFP) or Not -to -Exceed Value (if T&M):
4. Customer Address for the Receipt of Esri Invoices:
5. Delivery Schedule or Start/End Date(s) for Each Deliverable:
6. Special Considerations:
7. Esri Project Manager: [insert name, telephone, fax, and email address]
Esri Senior Contract Administrator: [insert name, telephone, fax, and email address]
Customer Project Manager: [insert name, telephone, fax, and email address]
Customer Senior Contract Administrator: [insert name, telephone, fax, and email address]
Customer Accounts Payable Contact: [insert name, telephone, fax, and email address]
ACCEPTED AND AGREED -
[sample le only —do not si n,
(Customer)
Signature: sample on! —do not si n
Printed Name:
Title:
Date:
ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE, INC.
(Esri)
Signature: fsaMple only —do, not si n
Printed Name:
Title:
Date:
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Agreement No. 6736
ATTACHMENT D
TIME AND MATERIALS RATE SCHEDULE
See Quotation for Pricing.
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