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Backup Documents 09/27/2022 Item #16A14 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 6 A 1 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management -1(L' 01,21IZt.- 2. County Attorney Office County Attorney Office ert e4 /010vl2ea2 4. BCC Office Board of County Commissioners U//n )r /*/5/ 0/51Z?_ 4. Minutes and Records Clerk of Court's Office 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Patrick O'Quinn/PROCUREMENT Contact Information 239-252-8407 Staff Contact/ Department Agenda Date Item SEPTEMBER 26TH, 2022 Agenda Item Number 16.A.14. was Approved by the BCC Type of Document AGREEMENT Number of Original 1 . Attached Documents Attached PO number or N/A 22-037-NS ENVIRONMENTAL account number if ESRI GIS MAPPING SYSTEMS document is to be SOFTWARE & RESEARCH recorded MAIN'1'BNANCE INSTITUTE, INC. INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be PRO signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the PRO document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's PRO signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! m 8. The document was approved by the BCC on 09/26/2022 and all changes made during RECEIVEt/A is not the meeting have been incorporated in the attached document. The County CCD 2 7 202 option for Attorney's Office has reviewed the changes,if applicable. tis line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC,all changes directed by the BCC have been made, and the document is ready for tht#ljsk g:me lbption for Chairman's signature. this line. 6A i �# Ann P. Jennejohn From: Ann P.Jennejohn Sent: Thursday, October 6, 2022 1:16 PM To: OQuinnPatrick Subject: Contact 22-037-NS ( Item #16A14 9-27-22 BCC Meeting) Attachments: #22-037-NS (Environmental Systems Research Institute).pdf For your records. L Thank you. Ann Jennejohn 13MR Senior Deputy Clerk 11 ',,, �K , Clerk to the Value Adjustment Board Office: 239-252-8406 Fax: 239-252-8408 (if applicable) Ann.Jenne john@CollierClerk_covvn Office of the Clerk of the Circuit Court Sr Comptroller of Collier County 3299 Taw ia& i Trail, Suite #401 Naples, FL 34112-5324 www.CollierClerk.com i I 6 A 1 4 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE,INC. DELEGATION OF AUTHORITY 1, Laura Dangenmond, as Executive Vice President of Environmental Systems Research Institute,Inc. (the"Corporation.), hereby appoint the following employee(s)to act for and on behalf of the Corporation, each acting solely, with full authority to sign agreements in accordance with the Signature Delegation Policy for the Contracts and Legal Department, on behalf of the Corporation. The authority delegation is not subject to further delegation without my prior written consent. This authority hereby delegated by this document shall completely expire as of midnight in San Bernardino County. California on December 31, 2022. This authority is delegated in accordance with the Minutes of Action duly adopted by the Board of Directors of the Corporation on August 2. 2019. NAME TITLE SIGNATURE ,/� DONALD J.BERRY,JR. Chief Operating Officer /, WILLIAM C.FLEMING Director,Contracts&Legal coie. ! Tam1ira Gteehr TAMISA GREENING Managing Attorney,Contracts&Legal fh. AALEJANDRA MERINO Manager, International Contracts 7-b— TIMOTHY BRAZEAL Manager,Commercial&Government Contracts ERICK ARIAL Manager,Commercial&Government Contracts Encl,4,11.7,r,5 7C7114';2'LT /,aata 4/awl-word Laura Dangennond Executive Vice President Effective Date: January 1, 2022 1,k5 RES,F, Corporate Seal of 5l`�� ""' .�Cy Environmental Systems ,`,•' '••�u Research Institute,Inc. INCORPORATED • • SA d.'• JAN 5, 1973 ."'M F cAtIOa?1\'P \,-,-z�cs � 6A14 SIGNATURE DELEGATION POLICY FOR THE CONTRACTS AND LEGAL SERVICES DEPARTMENT AND CUSTOMER SERVICE DEPARTMENT FOR SIGNING AGREEMENTS ON BEHALF OF ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE,INC.AND ESRI GLOBAL,INC. PURPOSE OF DELEGATION The Environmental Systems Research Institute. Inc.'s("Esri")Contracts and Legal Department is responsible for the review,negotiation,and administration of agreements in conjunction with Corporate Management in support of Esri and Esri Global, Inc. (collectively, "Esri Parties"). Esri's Customer Service Department receives and administers customer agreements and purchase orders in connection with the fulfillment of customer orders.As such,individuals from both departments with delegation authority from Corporate Management ("Authorized Individuals") may review,sign,and administer certain agreements in accordance with this Signature Delegation Policy("Policy"). II. SUMMARY OF DELEGATION 1. There are no monetary limits to the signature delegation. 2. Documents will only be processed for a purchase(i.e.to spend money)if Corporate Management approval exists for the purchase(i.e.,a purchase order is approved). 3. Documents for signature that do not conform to this Policy will be routed to Corporate Management or other authorized delegated signatory with a summary of the contract action explaining the significant deal points, the contract and business risks,and the necessary approval signatures.Necessary approvals previously sought should be attached and may be sought again in specific instances. 4. Primary and Backup:Any person identified in the delegation of authority letter as having backup signature authority may only sign if no person having delegated primary signature authority is available. III. TYPES OF AGREEMENTS UNDER THIS POLICY Contracts and Legal: Agreements and amendments thereto that may be signed by the Authorized Individuals includes but is not limited to the following,in all forms: 1. All outbound license agreements.including but not limited to Master License Agreements, Master Lab Kit agreements, Master Site License agreements, Application Service Provider agreements, Enterprise Agreements. Multinational Agreements, Platform Agreements. and other supporting sales related agreements or letters. 2. Service agreements. 3. Term sheets. 4. Partner/Reseller/International Distributor Agreements. 5. Maintenance agreements. 6. Master ordering agreements such as Master Purchase Agreements and General Services Agreements. 7. Esri purchase orders and purchase agreements. 8. Acknowledgments or acceptance of customer purchase orders and purchase agreements 9. Strategic Alliance Agreements,Service Level Agreements,Technical Support Agreements,and Enterprise Advantage Program Agreements. 10. All evaluation agreements and licenses for software or data for internal use by Esri Parties or for embedding in Esri Parties'technology.However,this is not meant to include technology acquisitions. 11. All certifications and representations. 12. Nondisclosure agreements. 13. Vendor or bid list registrations. 14. Equipment loan agreements. 15. Purchase order Acknowledgements. 16. Professional Services Agreements and Task Orders. 17. Teaming Agreements,Requests for Proposal,and Proposals and Quotations that have been approved through the sales channel. Effective: 1/1/2022 2 i ;- Al 4 18. Agreements in support of the business units for:Training,Support Services,Esri Press,Human Resources, Travel.IT Systems,Development,and Events Marketing, including credit card and bank agreements. Customer Service: Authorized Individuals may sign Esri-standard outbound license agreements in unmodified form, including but not limited to the following: • Master License Agreement(MLA) • Master Lab Kit Agreement(MLK) • Master Site License Agreement(MSL) • Application Service Provider(ASP)Agreement • Russian Master Sublicense Agreement(RUS) • Schools&Libraries Agreement • All small Enterprise Agreements(EAs) • Nonprofit Organization Program Enterprise License Agreement(NPOPELA) • International Research Institute Agreement • Nonprofit Organization Program Enterprise License Agreement(NPOPELA) • Standard(non-distributor)MLA for Esri conservation grants Additionally, Authorized Individuals may sign customer purchase orders and purchase order acknowledgements, provided that such document(i)does not include any terms and conditions,or(ii)references Esri's standard terms and conditions or the terms and conditions of an existing signed master license agreement between Esri and the customer as the sole terms and conditions for the transaction. IV. APPROVALS TO COMMIT FUNDS Before signing an agreement that commits Esri to spend money,the signer must obtain verification that corporate management has approved a purchase order for an amount sufficient to cover the expenditure. 2. However, no PO or other proof of corporate management approval is required for royalty payment obligations,i.e.,fees that Esri will pay in the future as a percentage of fees that Esri derives from the use, sublicense or resale of the acquired product or technology. V. TYPES OF AGREEMENTS THAT REQUIRE PRIOR MANAGEMENT APPROVAL 1. Modified Indemnification and Limitation of Liability.Unless otherwise permitted in a guidance document,any agreement that modifies the standard indemnification provision or the limitation of liability provision beyond the amount stated in a generic agreement requires approval from the Chief Operating Officer. 2. Tax Obligations.Agreements for the provision of goods or services by Esri Parties that fall outside Esri Parties' traditional licensing and services functions which may give rise to tax payment obligations or create an international tax nexus require approval from the Director of Contracts and Legal and the Chief Financial Officer and shall comply with the Tax Nexus Policy. 3. Hiring Outside Legal Counsel or Accountants. Agreements for legal or financial services by outside firms require approval from the Chief Operating Officer.Expenditures for outside counsel or accountants also require approval from the Chief Operating Officer. 4. Exclusive Dealing Arrangements. All exclusive dealing arrangements require approval from the Chief Operating Officer. 5. Cease and Desist Letters and Subpoenas.All cease and desist letters,termination or default notices,subpoenas, search warrants,legal claims,threats of litigation or arbitration,disputes requiring formal settlement terms,or any other document that has significant legal implications shall immediately be brought to the attention of the Director of Contracts and Legal and the Chief Operating Officer.The Chief Operating Officer must approve any responses to such letters or subpoenas. 6. Financial Instruments.All letters of credit,bonds,or other financial instruments require approval from the Chief Financial Officer or the Chief Operating Officer. Effective: 1/1/2022 3 a j "+ 7. Joint or Joint and Several Liability.Any agreement that commits Esri Parties to joint liability or joint and several liability with another party requires approval from the Director of Contracts and Legal,the Chief Financial Officer,and the Chief Operating Officer. 8. Joint Venture. Any agreement that commits Esri Parties and one or more other parties to form an entity that will undertake business activity together by the parties contributing equity, and then sharing in the revenues, expenses, and control of the enterprise, regardless of the structure of the entity (i.e., whether a corporation, limited liability company, partnership or other legal structure). requires approval from the Director of Contracts and Legal, the Chief Financial Officer, and the Chief Operating Officer. 9. Other Agreements.If not explicitly identified as an action that may be delegated,then the signature delegation authority does not extend to such transactions.The Authorized Individuals are responsible for verifying that the agreement has been properly delegated,that all required approvals have been obtained, and shall verify that the transaction complies with all other applicable policies prior to signing any agreements on behalf of Esri Parties. VI. TYPES OF AGREEMENTS THAT ARE EXCLUDED FROM THIS POLICY Unless permitted by a specific signature delegation,signatures for the following activities are reserved for the President or the Vice President. Therefore, matters involving or related to the following areas are excluded from the signature delegations in this Policy unless a specific signature delegation is put into effect for a particular transaction which is signed by the President or Vice President: 1. Construction/Renovation/Furnishing Projects. All construction and renovation projects or any project that would significantly alter the physical landscape of a building, either inside or outside (e.g.,moving walls,doors,or windows),or its operating systems(e.g.,HVAC)require approval from the Chief Operating Officer.All furnishings require the approval of the Vice President. 2. Investments and Investment Management. All matters pertaining to investments. either on behalf of Esri Parties or for the benefit of the employees (e.g., 401K investments), including contracts related to hiring and terminating external investment managers or brokers. (Note: All matters related to investments of the JD/LD Trust must be handled in accordance with the terms of the Trust and signed by the Trustees,if applicable). 3. Real Estate Acquisition/Leasing. All real estate acquisitions, sales, leasing of property. whether Esri Parties is the lessee or lessor,require approval from the Chief Operating Officer. 4. Insurance Policies and Benefit Administration. Before submitting to the President or Vice- President for signature.all insurance policies and contracts related to employee benefit administration (e.g.. 401K investment management contracts; COBRA; etc.) require the approval of the Chief Financial Officer; Director, Company Operations; Associate Director or Director of Human Resources. . Notwithstanding the foregoing, if a company acquisition is made by an Esri Party or another Esri Affiliate, the insurance policies and contracts related to the acquired staff and their ongoing benefits may be approved by the Director of HR and the Chief Financial Officer. I6A1 / A�a DATE(MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 09/07/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Jaimie Borgonia Marsh Risk&Insurance Services PHO17901 Von Karman Avenue,Suite 1100 ((AICC.No.Extl: 949-399-5842 FAX No): 949-399-2999 (949)399-5800;License#0437153 E-MAIL Jaimie.C.Bor onia marsh.com Irvine,CA 92614 ADDRESS: 9 INSURER(S)AFFORDING COVERAGE NAIC# CN102703377-ESRI-GAWUE-22-23 INSURER A:Travelers Property Casualty Co.of America 25674 INSURED INSURER B: Environmental Systems Research Institute,Inc. INSURER C: 380 New York Street Redlands,CA 92373 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: LOS-002638547-01 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP W LIMITS LTR INSD VD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY 6600130P85ATIL22 02/15/2022 02/15/2023 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 1,000,000 X BLANKET CONTRACTUAL LIAB MED EXP(Any one person) $ 10,000 X OWNERS/CONTRACTORS PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PROT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 JEC OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY _ AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION UB8J2564752213G 02/15/2022 02/15/2023 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? N N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Technology Errors&Omissions ZPL14T59262 02/15/2022 02/15/2023 Each Claim&Aggregate 1,000,000 incl Network Sec.&Privacy Claims Made Form;Retro Date 7/16/87 Deductible 100,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Board of County Commissioners are named as additional insured as respects general and auto liability as their interest may appear,per written contract with the named insured. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured subject to policy terms and conditions. Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions. CERTIFICATE HOLDER CANCELLATION Collier County Board of County Commissio SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3299 Tamiami Trail ACCORDANCE WITH THE POLICY PROVISIONS. Naples,FL 34112 AUTHORIZED REPRESENTATIVE of Marsh Risk&Insurance Services ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD t 6A 14 COLLIER COUNTY NON-STANDARD AGREEMENT # 22-037-NS FOR "Esri GIS Mapping Software & Maintenance" BETWEEN COLLIER COUNTY AND ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE INCORPORATED EFFECTIVE DATE: Sefftwih. ( `1-)ana).. ATTACHED: MASTER AGREEMENT FOR SOFTWARE(Agreement No. 00312070.0) (22-pages) 16A14 • THE SC ENCE Master Agreement for Software °HERE Agreement No.00312070.0 This Master Agreement ("Agreement") is between Collier County ("Customer" or "County"), a political subdivision of the State of Florida and Environmental Systems Research Institute Incorporated ("Esri"), a California corporation with a place of business at 380 New York Street, Redlands, California 92373-8100 USA (collectively, the"Parties"). This Agreement is the sole and entire agreement of the parties as to the subject matter of this Agreement and supersedes any previous agreements, understandings, and arrangements relating to such subject matter. Neither party has relied on any statement, representation, or warranty not expressly stated in this Agreement. This Agreement comprises this signature page, the terms and conditions that begin on the following page, and all referenced attachments. Except for Product or Service descriptions,quantities, pricing, and delivery instructions,or as agreed in an Ordering Document signed by both parties, all terms included in any Ordering Document are void and of no effect. Any modification(s) or amendment(s) to this Agreement must be in writing and signed by both parties. The Parties may sign this Agreement in counterparts or via electronic signatures; such execution is valid even if an original paper document bearing both parties'original signatures is not delivered. This Agreement is executed and effective as of the last date signed below. The authorized representatives of each party accept and agree to the terms of this Agreement by signing below: COLLIER COUNTY, FL ENVIRONMENTAL SYSTEMS RESEARCH (Customer) INSTITUTE INCORPORATED (Esri) Lega. -d -Ago .miami Tra : les p �112 380 New York Street, Redlands, CA 92373-8100 By --"' By: Aut f•rized Signature Authorized Signature Printed Name: WILLIAM L. MCDANIEL JR. Printed Name: Alejandra Merino Title: CHAIRMAN Title: Manager, International Contracts Date: /2 7/2Z Date: 20 September 2022 Approved us to form and lc It' ATTEST 4 10, CRYSTAL K.KIN ,CLERK .•••'Jsf--/z-,-- u- BY: s • 0r ,o C • Assistant County Attorney . Attest as Ch a signature*ly, '" 5 ' u . crove E204S Page 1 of 23 April 1,2022/MC o C¢ 16A1 Customer Contact Information Contact: Jason Regula, Manager Telephone: (239) 252-2385 Address: 2800 N Horseshoe Drive Fax: City, State, ZIP: Naples, Florida 34104 Email: Jason.Regulacolliercountvfl.gov E204S Page 2 of 23 April 1,2022 0 � 6A14 Attachment A contains definitions of capitalized terms used throughout this Agreement. Each section of this Agreement may include additional definitions that are used exclusively within that section. 1.0 GENERAL GRANT OF RIGHTS AND RESTRICTIONS 1.1 Grant of Rights. In consideration of Customer's payment of all applicable fees and in accordance with this Agreement, Esri a. Provides Services as set forth in this Agreement; b. Grants to Customer a nonexclusive, nontransferable right and license or subscription to access and use Esri Offerings as set forth in the Specifications and applicable Ordering Documents; and c. Authorizes Customer to copy and make derivative works of the Documentation for Customer's own internal use in conjunction with Customer's authorized use of Esri Offerings. Customer will include the following copyright attribution notice acknowledging the proprietary rights of Esri and its licensors in any derivative work: "Portions of this document include intellectual property of Esri and its licensors and are used under license. Copyright © [Customer will insert the actual copyright date(s) from the source materials.] Esri and its licensors. All rights reserved." The grants of rights in this section (i) continue for the duration of the subscription or applicable Term or perpetually if no Term is applicable or identified in the Ordering Documents and (ii) are subject to additional rights and restrictions in this Agreement including Attachment B. 1.2 Consultant or Contractor Access. Customer may authorize its consultants or contractors to (i) host Esri Offerings for Customer's benefit and (ii) use Esri Offerings exclusively for Customer's benefit. Customer will be solely responsible for its consultants' and contractors' compliance with this Agreement and will ensure that each consultant or contractor discontinues use of Esri Offerings upon completion of work for Customer. Access to or use of Esri Offerings by consultants or contractors that is not exclusively for Customer's benefit is prohibited. 1.3 Reservation of Rights. All Esri Offerings are the copyrighted works of Esri or its licensors; all rights not specifically granted in this Agreement are reserved. 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. 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 Customer's Value-Added Applications. b. "App Login Credential(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. E204S Page 3 of 23 April 1,2022 0 6A 14 h. "Development Use" means the right to install and use Products to build and test Value-Added Applications as described in the Documentation. i. "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. "Service Credit(s)" means a unit of exchange for consumption of services that can be used with an Online Services Subscription. r. "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. s. "Single Use License" means a license for a single authorized end user to install and use Software on a single computer. The single authorized end user may also install a second copy for the end user's exclusive use on a second computer as long as only 1 copy of Software is in use at any time. No other end user may use Software under the same license at the same time for any other purpose. t. "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; E204S Page 4 of 23 April 1,2022 0 i 6A14' 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 found in Attachment C. These terms are valid for twelve months from the execution date of the Agreement and thereafter, the then current terms of use found on Esri's website apply. 2.4 Online Services Terms of Use. a. Online Services Descriptions. Esri publishes Online Services Subscription-specific terms of use found in Attachment C. These terms are valid for twelve months from the execution date of the Agreement and thereafter, the then current terms of use found on Esri's website apply. 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)distribute, and (re)transmit Customer Content through Online Services. Esri is not responsible for any loss, deletion, modification, or disclosure of Customer Content resulting from use or misuse of Sharing Tools. Customer's use of Sharing Tools is at Customer's sole risk. 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. E204S Page 5 of 23 April 1,2022 0 I 6 A 1 4 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 party'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 form or as described on Esri's website in addition to the nonconflicting terms of this Agreement. 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 Package(s)" 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. E204S Page 6 of 23 April 1,2022 0 16A14 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. 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 www.esri.com/legal/third-party-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. E204S Page 7 of 23 April 1,2022 16A14 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.arcgis.com and any related or successor websites. "Authorization Code(s)" means any key, authorization number, enablement code, login credential, activation code, token, user name and password, or other mechanism required for use of Esri Offerings. "Beta" means any alpha, beta, or other prerelease version of a Product. "Cloud Services" means Online Services and 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. "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. E204S Page 8 of 23 April 1,2022 QO 16A14 "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, (ii) the scope of work set forth in any Task Order, or(iii) Esri's published course descriptions for Training. "Task Order(s)" means an Ordering Document for Services. "Term License" means a license for use of an Esri Offering for a limited time period ("Term"). "Third-Party Content" means any Content that Customer may obtain from a third-party website or that persons other than Esri employees, suppliers, or contractors may directly contribute to Esri's website. "Training" means (i) Product training or(ii) related training that Esri provides under this Agreement. "Training Materials" means digital or printed Content required to complete Training, which may include, but is not limited to, workbooks, data, concepts, exercises, assessments, and exams. "Value-Added Application(s)" means an application developed by Customer for use in conjunction with the authorized use of any Software, Data, or Online Services. E204S Page 9 of 23 April 1,2022 I 6PA 1 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 B.1—GENERAL USE RESTRICTIONS Except as expressly permitted in this Agreement, Customer will not a. Sell, rent, lease, sublicense, distribute, lend, time-share, or assign Services or Esri Offerings; b. Distribute or provide direct access to Services or Esri Offerings to third parties, in whole or in part, including, but not limited to, extensions, components, or DLLs; c. Distribute Authorization Codes to third parties; d. Reverse engineer, decompile, or disassemble any Product or Deliverable delivered in compiled form; e. Make any attempt to circumvent the technological measure(s) that controls access to or use of Esri Offerings; f. Store, cache, use, upload, distribute, or sublicense Content or otherwise use Esri Offerings in violation of Esri's or a third-party's rights, including intellectual property rights, privacy rights, nondiscrimination laws, export laws, or any other applicable law or regulation; g. Remove or obscure any Esri or its licensors' patent, copyright, trademark, proprietary rights notices, or legends contained in or affixed to any Esri Offerings, output, metadata file, or online or hard-copy attribution page of any Data or Documentation; h. Unbundle or independently use individual or component parts of Esri Offerings; i. Incorporate any portion of Esri Offerings into a product or service for third-party use that competes with the Esri Offerings; j. Publish or in any other way communicate the results of benchmark tests run on Beta Products without the prior written permission of Esri and its licensors; or k. Use, incorporate, modify, distribute, provide access to, or combine any Esri Offerings in a manner that would subject any Esri Offering to open-source or open-database license terms (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 I. 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 B.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. E204S Page 10 of 23 April 1,2022 I6 A14 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 uninstall, remove, and destroy all copies of the terminated or expired Esri Offerings in Customer's possession or control, including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to Esri or its authorized distributor. Esri may stop performing Services immediately upon written notice to Customer if a bankruptcy or insolvency proceeding is commenced by or against Customer until the trustee cures any existing defaults and provides adequate assurance of future performance under this Agreement. This Agreement terminates upon the insolvency, liquidation, or dissolution of either party. ARTICLE 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 (ii) Services will substantially conform to the professional and technical standards of the industry. The warranty period for Esri Offerings offered under a Perpetual License and for Services runs for 90 days from the date of delivery or from the date of acceptance if this Agreement provides an acceptance period. The warranty period for Esri Offerings offered under a subscription or Term License basis runs for the lesser of(i) the duration of the subscription or term or (ii) 90 days from delivery or acceptance if this Agreement provides an acceptance period. 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.3.4 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-Party Websites; Third-Party Content. Esri is not responsible for any third-party website or Third- Party Content that appears in or is referenced by Esri Offerings or Esri websites, including www.esri.com, developers.arcgis.com, livingatlas.arcgis.com and www.arcgis.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. E204S Page 11 of 23 April 1,2022 Q.' 6A14 :. ARTICLE B.4—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. B.4.2 The limitations and exclusions of liability in the preceding paragraph do not apply to Customer's infringement, misuse, or misappropriation of Esri's or Esri's licensors' intellectual property rights, either party's indemnification obligations, gross negligence, willful misconduct, or violations of the Export Compliance clause of this Agreement or any applicable law or regulation. 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. B.4.4 The foregoing disclaimers, limitations, and exclusions may be invalid in some jurisdictions and apply only to the extent permitted by applicable law or regulation in Customer's jurisdiction. Customer may have additional rights that may not be waived or disclaimed. Esri does not seek to limit Customer's warranty or remedies to any extent not permitted by law. ARTICLE 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 Term Licenses, Subscriptions, and Maintenance. c. Esri has no obligation to defend an Infringement Claim or to indemnify Customer to the extent the Infringement Claim arises out of (i) the combination or integration of Esri Offerings or Services with a product, process, system, or element that Esri has not supplied or specified in the Specification; (ii) alteration of Esri Offerings or Services by anyone other than Esri or its subcontractors; (iii) compliance with Customer's specifications; or (iv) use of Esri Offerings or Services after Esri either provides a modified version to avoid infringement or terminates Customer's right to use the Esri Offerings or Services. B.5.3 General Indemnity. To the extent permitted by Florida law, Esri shall defend, indemnify and hold harmless Collier County, its officers and employees (collectively the Indemnified Parties), from any and all liabilities, damages, losses and costs, including, reasonable attorneys' fees and paralegals' fees, arising out of any action or claim for bodily injury, death or property damage brought against any of the Indemnified Parties to the extent E204S Page 12 of 23 April 1,2022 fir. 4 6A 14 arising from any negligent act, omission or willful misconduct by Esri, its employees, or agents performing Professional Services pursuant to this Agreement. This section does not pertain to any incident arising from the negligence, recklessness or intentionally wrongful conduct of Collier County. B.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, (ii) provide all available documents describing the Claim, (iii) give Esri sole control of the defense of any action and negotiation related to the defense or settlement of any Claim, and (iv) reasonably cooperate in the defense of the Claim at Esri's request and expense. B.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. c. Technology Errors & Omission: $1,000,000 single limit Special Requirements: Collier County Board of County Commissioners shall be listed as the Certificate Holder and included as an "Additional Insured"on the Insurance Certificate for Commercial General Liability where required. Commercial General Liability shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and Esri's policy shall be endorsed accordingly. The Certificate of Insurance must state the Contract Number, . Current, valid insurance policies meeting the requirement herein identified shall be maintained by Esri during the term of this Agreement. Esri shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days after the expiration date. ARTICLE B.7—SECURITY AND COMPLIANCE B.7.1 Security. Esri publishes its security capabilities at https://trust.arcgis.com. Customer may give Esri personnel access to Customer systems or to Customer or third-party personal information, controlled information, or sensitive data if access is essential for Esri's performance of Services and if Esri expressly agrees to such access. Esri will use reasonable administrative, technical, and physical safeguards to protect such data and guard against unauthorized access. Customer bears responsibility to(i) confirm that Esri's published security and privacy controls meet all applicable legal requirements for protection of Customer Content and(ii) upload or share Customer Content through Cloud Services only when it is legal to do so. Esri is not responsible to review Customer Content to ensure compliance with applicable laws and regulations. Customer must contact Esri at securesupportesri.com for further instruction before providing any Customer Content that requires security measures other than Esri's published security capabilities. E204S Page 13 of 23 April 1,2022 16A14 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. B.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 of any Services or provision of any Esri Offerings is related to any defense article, defense service, or technical data, as defined under the ITAR Sections 120.6, 120.9, and 120.10, respectively; Esri will not perform any such Services or provide any such Esri Offerings until Esri obtains any necessary export license from the US government. Customer will reasonably assist Esri in applying for and obtaining an export license if needed. B.7.4 Privacy. Esri will process personal data according to the terms of the Data Processing Addendum available at https://www.esri.com/en-us/privacy/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 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. B.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. B.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. E204S Page 14 of 23 April 1,2022 0 6 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.com/legal/dmca_policy. 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 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 B.9—GENERAL PROVISIONS B.9.1 Payment. Customer will pay each correct invoice in compliance with Chapter 218, Fla. Stats., otherwise known as the"Local Government Prompt Payment Act"and will remit payment to the address stated on the invoice. Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. 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. B.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. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its Contractors E204S Page 15 of 23 April 1,2022 c p 6 A 1 4 under Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531C-1. Customer will provide a tax exempt certificate to Esri upon request. 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 Severability. If any provision of this Agreement is held to be unenforceable for any reason, (i) such provision will be reformed only to the extent necessary to make the intent of the language enforceable, and (ii) all other provisions of this Agreement will remain in effect. 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 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 DFARS Subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS. Products are subject to restrictions, and this Agreement strictly governs Customer's use, modification, performance, reproduction, release, display, or disclosure of Products. Agreement provisions that are inconsistent with federal law regulation will not apply. A US government Customer may transfer Software to any of its facilities to which it transfers the computer(s) on which it has installed such Software. If any court, arbitrator, or board holds that a US government Customer has greater rights to any portion of Products under applicable public procurement law, such rights will extend only to the portions affected. ArcGIS Online has been granted FedRAMP tailored low authorization but does not meet higher security requirements including those found in DFARS 252.239-7010. B.9.12 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida without reference to its principles of conflicts of laws. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 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. E204S Page 16 of 23 April 1,2022 o 1 6 I 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. 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. B.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. 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: LegalNoticesesri.com B.9.17 Conflict of Interest. Esri confirms that to the best of its current knowledge and belief at the time this Agreement is executed, it presently has no interest and shall not knowingly acquire an interest, either direct or indirect, which would conflict in any manner with the performance of professional services required hereunder. B.9.18 Prohibition of Gifts to County Employees. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. B.9.19 Dispute Resolution. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the Parties, the Parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Esri with full decision-making authority who may attend remotely via telephone and/or other remote attendance mechanism and by County's staff person who would make the presentation of any settlement reached during negotiations to County's Board for approval. Failing to resolution, and prior to the commencement of depositions in any litigation between the Parties arising out of this Agreement, the Parities shall attempt to resolve the dispute through non-binding mediation before a mutually agreed-upon Circuit Court mediator certified by the State of Florida. The mediation shall be attended by representatives of Esri with full decision-making authority who may attend remotely via telephone and/or other remote attendance mechanism and by County's staff person who would make the presentation of any settlement reached at mediation to the County's Board for approval. B.9.20 Compliance with Laws. By executing and entering into this Agreement, Esri is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: E204S Page 17 of 23 April 1,2022 1 6 A 1 4 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest(c�colliercountyfl.gov Esri must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Esri does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of Esri or keep and maintain public records required by the public agency to perform the service. If Esri transfers all public records to the public agency upon completion of the contract, Esri shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Esri keeps and maintains public records upon completion of the contract, Esri shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Esri observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. E204S Page 18 of 23 April 1,2022 1 6 A 1 4 ATTACHMENT C PRODUCT-SPECIFIC TERMS OF USE (Version June 21, 2022) The following list identifies additional terms of use that apply to specific Products. Each Product listing identifies one or more footnotes that apply to that Product. These footnotes supplement the terms of this Agreement. The definitions for each footnote follow the list. Unless otherwise noted in the applicable Ordering Document, extensions to a Product follow the same scope of use as that granted for the corresponding Product. In addition to the definitions within the Master Agreement, the following definitions will apply to the Product-Specific Terms of Use: • "Authentication" means using any Esri provided mechanism that enables access to ArcGIS Platform location services. See Security and Authentication documentation (https://developers.arcgis.com/documentation/mapping- apis-and-services/security/)for current list of Authentication mechanisms). Desktop Products • ArcGIS Desktop (Advanced, Standard, or Basic) (26) • ArcGIS Earth (20; 65) • ArcGIS Explorer Desktop (20) • ArcGIS for AutoCAD (20) • ArcPad (13) • ArcReader(20) • ArcGIS for Personal Use (3; 26) • ArcGIS CityEngine (78) Server Products • ArcGIS Enterprise • Standard or Advanced (17; 21; 23; 31; 87) • Workgroup Standard or Advanced (21; 23; 26; 28; 29; 30; 87) • ArcGIS GIS Server(Standard or Advanced) (31) • ArcGIS GIS Server Basic (31; 39) • ArcGIS GIS Server Workgroup (Standard or Advanced) (26; 28; 29; 30) • ArcGIS GIS Server Workgroup Basic (26; 39) • ArcGIS Maritime (2) • ArcGIS Enterprise Optional Capability Servers: • ArcGIS Image Server, ArcGIS GeoEvent Server, ArcGIS GeoAnalytics Server, and ArcGIS Notebook Server Standard (31) • ArcGIS Enterprise Workgroup Optional Capability Servers: • ArcGIS Image Server, ArcGIS GeoEvent Server, ArcGIS GeoAnalytics Server, and ArcGIS Notebook Server Standard (4) • ArcGIS Business Analyst Enterprise (17; 21; 23; 31; 87) • ArcGIS World Geocoder Basic (67) Developer Products • ArcGIS Developer Subscription • All Plans (16; 24; 26; 66; 68; 77; 89; 91; 97; 103) —Active subscriptions with an effective start date prior to January 27, 2021 (79) —Active subscriptions with an effective start date after January 26, 2021 (88) • Builder, Professional, Premium, or Enterprise Plans (77, 92) • Essentials Plan (90) • ArcGIS AppStudio Developer Edition (11; 16; 19) • ArcGIS Runtime SDK for Android, iOS, Java, macOS, .NET, Qt, or WPF (16; 19) • ArcGIS Engine Developer Kit and Extensions (16; 19; 22; 26) • ArcGIS API for JavaScript(16; 64) • ArcGIS CityEngine SDK and Procedural Runtime (16; 19) • ArcGIS Runtime Deployment License for Android, iOS, Java, Mac OS X, .NET, Qt, or WPF • Lite (15) E204S Page 19 of 23 April 1,2022/MC 1 6 A 1 4 • Basic or Standard (1; 14; 15; 18) • Advanced (14; 15; 18) • ArcGIS Engine Deployment License for Windows/Linux and Extensions (15; 22; 26) • Esri File Geodatabase API (47) Mobile • ArcGIS Navigator(14) Other • ArcGIS Hub (85) • ArcGIS Indoors (86) • ArcGIS Indoors Maps (99; 100; 101) • ArcGIS Indoors Spaces (100; 101) • ArcGIS IPS(100; 101) • ArcGIS Maps for Adobe Creative Cloud Complimentary user(74) • ArcGIS Insights (17) • Site Scan for ArcGIS Operator license (32; 33) • ArcGIS GeoAnalytics Engine • Connected, Additional Core-Hours Plans (103) • Disconnected Plan (27, 102) Online Services • ArcGIS Online subscriptions are available through multiple Selling Programs: • Commercial Retail, EAs; and Government Programs (23; 66; 68; 69; 70; 82; 96; 103) • Education Programs (23; 66; 68; 69; 70; 71; 82; 96; 103) • Non-profit Programs (23; 66; 68; 69; 70; 71; 82; 96; 103) • Public Plan (66; 68; 74; 75; 76; 80) Customers under the following categories have these additional rights: • Commercial Retail (72) • enterprise agreements (72) • Government(72) • NGO/NPO (72) • Press/Media Programs (72) • Education Programs (71) • ArcGIS AEC Project Delivery Subscription (83) • ArcGIS Velocity (103) Footnotes: 1. May not be used to edit an enterprise geodatabase via Direct Connect. 2. Not for use in navigation. 3. Licensed for personal, noncommercial use only. 4. — Limited to 1 four-core server. — Can be installed on a separate machine. 5-10. Reserved. 11. Applications built with ArcGIS AppStudio Developer Edition are subject to the terms of use for ArcGIS Runtime Deployment License. 12. Reserved. 13. Licensed as a Dual Use License. 14. May be used for navigational purposes. 15. Licensed as a Deployment License. 16. Customer may use the SDKs or APIs to create Value-Added Applications and distribute and license those Value-Added Applications to its end users to use anywhere not prohibited under applicable export regulations. 17. Customer shall not redistribute Oracle Instant Client libraries or their documentation that is included with this Product. Oracle is a third-party beneficiary of this Agreement solely with respect to Customer's use of E204S Page 20 of 23 April 1,2022 I 611. 14 the Oracle Instant Client libraries. The Uniform Computer Information Transaction Act (UCITA) shall not apply to Customer's use of the Oracle Instant Client libraries. 18. The Deployment License is per Value-Added Application per computer for stand-alone applications. 19. License may not be used to develop Internet or server-based Value-Added Applications. 20. Licensed as a Redistribution License. 21. See Master Agreement https://www.esri.com/legal/software-license for additional terms of use for Named User Licenses. 22. a. An end user must acquire a license in either ArcGIS Engine for Windows/Linux Software or other ArcGIS Desktop Software (Basic, Standard, or Advanced) to obtain the right to run an ArcGIS Engine application on 1 computer; and b. The ArcGIS Engine for Windows/Linux extensions shall not be used in combination with ArcGIS Desktop Software to run ArcGIS Engine Value-Added Applications. A single user can have multiple ArcGIS Engine Value-Added Applications installed on 1 computer for use only by that end user. 23. System to System Communication a. Customer may use a basic service login to enable one-way, read-only, system-to-system communications from ArcGIS Enterprise or ArcGIS Online to other third-party, enterprise business system(s) in the customer's organization. Customer may use a Viewer Named User Credential or Level 1 Named User Credential as a basic service login until Esri implements an actual service login credential.A specific Viewer Named User Credential or Level 1 Named User Credential used as a basic service login credential may only be used for system-to-system integration purposes and may not also be used by a Named User to access the system. b. Customer may use a standard service login to enable two-way, read-write, system-to-system communications between ArcGIS Enterprise or ArcGIS Online and other third-party, enterprise business system(s) in the customer's organization. Customer may use an Editor (or higher) Named User Credential or Level 2 Named User Credential as a standard service login until Esri implements an actual service login credential. A specific Editor (or higher) Named User Credential or Level 2 Named User Credential used as a standard service login credential may only be used for system-to-system integration purposes and may not also be used by a Named User to access the system. 24. Software may be used only for the purposes of development, testing, and demonstration of a prototype Value-Added Application and creating map caches. Customer may use Value-Added Applications and map caches with ArcGIS Enterprise Staging Server Licenses and Deployment Server Licenses. Software and Data may be installed on multiple computers for use by any ArcGIS Developer Subscribers with Builder or higher plan subscriptions; all other Software is licensed as a Single Use License. 25. Reserved. 26. The geodatabase is restricted to 10 gigabytes of Customer's data. 27. May not be used to generate revenue by providing services to third parties. 28. Use is limited to 10 concurrent end users of applications other than ArcGIS Enterprise Workgroup or ArcGIS GIS Server Workgroup applications. This restriction includes use of ArcGIS Desktop Software, ArcGIS Engine Software, and third-party applications that connect directly to any ArcGIS Enterprise Workgroup or ArcGIS GIS Server Workgroup geodatabase. There are no limitations on the number of connections from web applications. 29. Software requires a supported version of SQL Server Express. Supported versions are listed with the system requirements for the product on the Esri website. 30. Use is restricted to a maximum of 10 gigabytes of Customer's data. All components must be installed on a single server. 31. Includes a Failover License. 32. The use of this Software does not include a pilot's license (e.g., FAA, EASA, etc.) to operate a drone. 33. Customer may only use online storage provided with this Software to store Customer Content collected or processed through this Software. 34-38. Reserved. 39. Any editing functionality included with ArcGIS GIS Server is not permitted for use with ArcGIS GIS Server Basic and ArcGIS GIS Server Workgroup Basic. 40-46. Reserved. 47. Customer may develop and distribute Value-Added Applications that use Esri File Geodatabase API to Customer's end users. 48-63. Reserved. E204S Page 21 of 23 April 1,2022 �Q G I 6 A 1 4 64. Value-Added Applications for web deployment must be used in conjunction with other Esri Products. Third- party technologies may also be used in conjunction with Value-Added Applications as long as the Value- Added Applications are always used in conjunction with other Esri Product(s). 65. May only be used in conjunction with other Esri Product(s). Third-party technologies may also be used in conjunction with ArcGIS Earth as long as ArcGIS Earth is always used in conjunction with other Esri Products. 66. Only Customers with an active Online Services subscription may store geocoded results generated by World Geocoding Service. 67. Limited to 250,000,000 geocodes per annual subscription. 68. Customer may use the data accessible through Infographics Service for display purposes only and may not save any data accessible through this service. 69. May be used for any business purpose of Customer's organization. 70. May be used for development and test purposes for Customer's organization. 71. May be used for teaching purposes in educational organizations. 72. May be used for the internal business purposes of Customer's organization. 73. Reserved. 74. May be used for personal use. 75. Customer may enable third-party use of Value-Added Applications only by publicly sharing the Value-Added Application(s) using Sharing Tools. Customer may not use this subscription to power a Value-Added Application for its own internal business use unless Customer is an educational institution using the Value- Added Application for teaching purposes only, a qualified NGO/NPO organization, or a media or press organization. 76. Customer is not permitted to create private groups or participate in any private groups. 77. Includes a Commercial App Deployment license. • A Commercial App Deployment license is required when: — Customer deploys revenue-generating Value-Added Applications that are not for use solely with an ArcGIS Online or ArcGIS Enterprise license and have not yet migrated to use ArcGIS Platform location services Authentication. • A Commercial App Deployment license is not required when: — Customer deploys revenue-generating Value-Added Applications solely for use with an ArcGIS Online and/or ArcGIS Enterprise license. Such Value-Added Applications are not required to use ArcGIS Platform location services Authentication. 78. Includes a Commercial App Deployment license. 79. Each subscription is limited to 1,000,000 geosearch transactions per month in conjunction with Customer's subscription. Transactions include both basemap data and geocode search transactions. One basemap data transaction is equivalent to eight 256x256 tile requests. One geocode search transaction is equivalent to one address or place. If the results are stored in any manner such as after batch geocoding, the stored results are not counted toward the transaction limit. However, storage does consume Service Credits. For transactions greater the 1,000,000 per month, call Esri Sales or your local distributor for details. 80. May permit registered students of an education institution to directly access the Online Services and share a single subscription between more than 1 registered student for teaching purposes only. 81. Reserved. 82. A Named User may embed its Named User Credential in an ArcGIS API for Python script solely for the purpose of automating a workflow to be used exclusively by the Named User whose Named User Credential is embedded in the script. 83. Customer must use a separate AEC Project Delivery Subscription for each Customer client ("Client"). Customer may (i) use the AEC Project Delivery Subscription solely to collaborate on project work with its Client; and (ii) provide Client with Named User access to the AEC Project Delivery Subscription to enable Client to access the AEC Project Delivery Subscription to collaborate on project work that Customer performs for Client. Client may not use the Named User License for any other purpose. Customer is solely responsible for Client's compliance with these terms of use and will ensure that Client stops using the AEC Project Delivery Subscription when the project ends. 84. Reserved. 85. Software licenses and subscriptions included with ArcGIS Hub may only be used to support the community initiatives enabled by ArcGIS Hub. Customer may allow 3rd parties to be Named Users of ArcGIS Hub for the sole purpose of engaging in community activities. Customers may allow employees, agents, E204S Page 22 of 23 April 1,2022 6t1 ti consultants, or contractors to be Named Users of ArcGIS Hub for the sole purpose of administering, configuring, maintaining, and supporting community initiatives through ArcGIS Hub. No other use of software licenses and subscriptions included with ArcGIS Hub is permitted. 86. Customer may use the software licenses and subscriptions included with ArcGIS Indoors solely to enable the capabilities of ArcGIS Indoors as defined in the ArcGIS Indoors Documentation. No other use of software licenses and subscriptions included with ArcGIS Indoors is permitted. 87. Accessing Parcel Fabric services provided by ArcGIS Enterprise is prohibited except through ArcGIS Pro Standard and ArcGIS Pro Advanced. 88. Subscription limits are determined as defined by the available Service Request Plans. 89. Customer may distribute directly, or through its sales channels, revenue-generating Value-Added Applications, that access ArcGIS Platform location services through Authentication, to third parties. All revenue-generating Value-Added Applications are required to use Authentication when accessing ArcGIS Platform location services. Except as set forth in footnote 77 above, Customers who are in the process of migrating their revenue-generating Value-Added Applications to use ArcGIS Platform location services must have a Commercial App Deployment license until the migration to ArcGIS Platform location services is complete. 90. Customer may have multiple subscriptions within their organization for development and test purposes. Customer may only use one subscription within their organization for use with deployed Value-Added Applications. 91. Application migration—a developer who has Value-Added Applications built with: a. The client APIs (including JavaScript 4.x and Runtime SDKs (any version), REST, Esri's open source mapping libraries, supported 3rd party open source mapping libraries) is required to use the ArcGIS Platform location services in their applications by April 30, 2022. b. The JavaScript 3.x API are required to use the ArcGIS Platform location services in their applications by December 31, 2022 92. Customer is only permitted to create private groups or participate in private groups within the development and test ArcGIS Online Organization Subscription included with the ArcGIS Developer Subscription. 93. Reserved. 94. Reserved. 95. Reserved. 96. Customer may use ArcGIS Image services for interactive, non-programmatic access by Named Users only. Programmatic use of the ArcGIS Image services(e.g., batch classification, deep learning, etc., or exporting volumes of data larger than 10MB at a time) are not permitted. 97. Customer's end users who are prompted for an API key for use with a third party's Value-Added Application must generate such API keys through an ArcGIS Developer Subscription. API keys generated through an ArcGIS Online account are not permitted in this scenario. 98. Reserved. 99. The user types included with ArcGIS Indoors Maps are licensed solely for use to enable the capabilities as defined in the product documentation for ArcGIS Indoors Maps, ArcGIS Indoors Spaces, and ArcGIS IPS. 100. Customer may only develop Value-Added Applications for use by user types provided with ArcGIS Indoors Maps with functionality relating to indoor mapping, way finding, navigation, routing, or positioning. 101. An ArcGIS Indoors Spaces license is required to use either Workspace Reservations or Space Planner. 102. Each Disconnected Plan is limited to one production cluster. 103. Includes Online Services, or capacity, that can be utilized through a consumption model. Customer may purchase additional subscription options as needed to enable the continued use of applicable Online Services or capacity. Esri will provide Customer's subscription account administrator with advanced notification of subscription consumption and expiration. Esri reserves the right to suspend Customer's access to Online Services or capacity, when subscription consumption reaches 100 percent of total allocated or pre-paid capacity or Online Services. If overages are enabled, Esri will invoice monthly in arrears and Customer is responsible for paying the associated costs incurred at the applicable rates. Esri reserves the right to suspend Customer's access to Esri Offerings if Customer has a past due amount. Esri will promptly restore Customer's access to Esri Offerings once Customer funds access to the Esri Offerings. E204S Page 23 of 23 April 1,2022