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16-079.00 ESRI: GIS Online License
I(e-071 • ) sri Quotation # 20485914 Date: April 11, 2016 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE,INC. Customer#345428 Contract#2010MPA7132 380 New York St Redlands, CA 92373 City of Spokane Valley Phone: 909-793-2853 Fax: 909-307-3049 Public Works Dept DUNS Number: 06-313-4175 CAGE Code: OAMS3 11707E Sprague Ave Ste 106 Spokane Valley, WA 99206 To expedite your order,please attach a copy of this quotation to your purchase order. ATTENTION: Morgan Koudelka Quote is valid from:04/11/2016 To:07/10/2016 PHONE: (509)FAX FAX: (509) 921-1008 Material Qty Description Unit Price Total 130573 1 ArcGIS Online Level 1 Plan; Includes Up to 5 Named Users and 2,500 2,466.00 2,466.00 Service Credits* 130579 1 ArcGIS Online Additional User 5 Pack for Level 1 Plan * 2,466.00 2,466.00 Item Total: 4,932.00 Subtotal: 4,932.00 Sales Tax: 429.08 Estimated Shipping&Handling(2 Day Delivery): 0.00 Contract Pricing Adjust: 0.00 Total: $5,361.08 *Annual subscription This order is subject to State of Washington Price Agreement(Esri contract# 2010MPA7132). State of Washington Contract#All-MST-563. No other terms shall apply Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management,procurement,or invoice program. For questions contact: Greg Mattis Email: gmattis@esri.com Phone: (909)793-2853 x3944 The items on this quotation are subject to the terms set forth herein and the terms of your signed agreement with Esri,if any,or,where applicable,Esri's standard terms and conditions at www.esri.com/legal,which are incorporated by reference.Federal government entities and govemment prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule.Acceptance is limited to the terms of this quotation.Esri objects to and expressly rejects any different or additional terms contained in any purchase order,offer,or confirmation sent to or to be sent by buyer.All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's products and services. If sending remittance,please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630 MATTISG This offer is limited to the terms and conditions incorporated and attached herein. • t/ en. ESRI QUOTATION TERMS AND CONDITIONS Esri,380 New York St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953 All quotations are valid for ninety(90)days unless otherwise stated on the quotation form.These prices and terms are valid only for items purchased for use and delivery within the United States. This quotation information is proprietary and may not be copied or released other than for the express purpose of the current system selection and purchase.This information may not be given to outside parties or used for any other purpose without written consent from Environmental Systems Research Institute,Inc.(Esri). To expedite your order,please reference the quotation number on your purchase order. ORDER PROCESS The order process is initiated when Esri receives an original purchase order or some form of advance payment.Several additional documents(e.g.,Master License Agreement,credit application,Tax Exemption Certificate)may be required to complete the order process.Generally,the need for these documents varies by the type of software,data,web-enabled services,subscriptions,professional services,or other products ordered,which is determined upon receipt of the purchase order(or advance payment).If delivery must be expedited,please contact your marketing representative for assistance. IMPORTANT! Collectively,these documents contain the authorizations and information necessary to ship proper versions of the software or data on the correct media or to initiate web-enabled services,subscriptions,or professional services.Please return them promptly to avoid unnecessary delays in shipping or delivery.Please return all documents to Esri Customer Service,or as otherwise directed. Please show the following remittance address on your purchase order: Esri,File No.54630,Los Angeles,CA 90074-4630 ESRI LICENSE AGREEMENTS All Esri software,data,web-enabled services,and subscriptions offered in this quotation are commercial off-the-shelf items developed at private expense and subject to Esri commercial license terms.You may have a signed license agreement on file that covers this order.If so,please reference the license agreement number on your purchase order.Unless a signed license is on file with Esri,Esri software,data,web-enabled services,and subscriptions are subject to the Esri License Agreement included with the deliverable item as an online or click-through agreement.A copy is enclosed.Certain software or data requires a Master License Agreement signed by both parties.Professional services agreements may also include license terms. Some Esri software is copy protected with a software keycode or hardware key,and some software,data,web-enabled services,or subscriptions require registration or a password.You will be given instructions to access the keycode,register,or obtain a password through the Esri website or by other means. MAINTENANCE After expiration of any complimentary period of maintenance that may apply to the licensed software,Esri will quote maintenance payable annually in advance.A reinstatement fee applies when maintenance has lapsed. DATA AND ONLINE SERVICES DISCLAIMER Data and Online Services may contain some nonconformities,defects,errors,or omissions.THE DATA AND ONLINE SERVICES ARE PROVIDED"AS-IS"WITHOUT WARRANTY OF ANY KIND.Without limiting the generality of the preceding sentence,Esri and its licensors do not warrant that the data and Online Services will meet Licensee's needs or expectations,that the use of the data or Online Services will be uninterrupted,or that all nonconformities can or will be corrected.Esri and its licensors are not inviting reliance on this data or Online Services,and Licensee should always verify actual data or Online Services. 6272 Page 1 of 2 03/26/2015 DELIVERY FOB Redlands,CA,USA Software:Allow five(5)days from Esri's receipt of purchase order,signed Software License Agreement(s),and other documents,as required. Hardware:Manufacturer's terms apply.Lead times depend on make/models purchased. Note:Standard delivery method is ground or two(2)-day air for software and surface carrier for hardware.Actual delivery method may vary depending on weight.Other services are available for an additional fee(e.g.,overnight delivery). PAYMENT TERMS Net thirty(30)days,on approved credit.Orders less than eight hundred dollars($800)require prepayment by check or credit card unless your organization is a government agency,university,college,or Fortune 500 company. TAXES This quote includes applicable sales or use taxes for the prices quoted as required by law.The tax amount may change depending on the time lapse between this quote and your order to us.Esri will include applicable sales or use taxes on your invoice unless you provide proof with your order that your organization or use of the product is tax exempt. G272 Page 2 of 2 03/26/2015 i esri- Esri,380 New York St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953 IMPORTANT—READ CAREFULLY Unless superseded by a signed license agreement between you and Esri,Esri is willing to license Products to you only if you accept all terms and conditions contained in this License Agreement.Please read the terms and conditions carefully.You may not use the Products until you have agreed to the terms and conditions of the License Agreement. • If you do not agree to the terms and conditions as stated,click"I do not accept the license agreement" below;you may then request a refund of applicable fees paid. LICENSE AGREEMENT (E204 06/13/2014) This License Agreement is between you("Licensee")and Environmental Systems Research Institute,Inc.("Esri"),a California corporation with a place of business at 380 New York Street,Redlands,California 92373-8100 USA. GENERAL LICENSE TERMS AND CONDITIONS ARTICLE 1—DEFINITIONS Definitions.The terms used are defined as follows: a. "Authorization Code(s)"means any key,authorization number,enablement code,login credential,activation code, token,account user name and password,or other mechanism required for use of a Product. b. "Beta"means any alpha,beta,or prerelease Product. c. "Commercial Application Service Provider Use"or"Commercial ASP Use"means generating revenue by providing access to Software or Online Services through a Value-Added Application,for example,by charging a subscription fee,service fee,or any other form of transaction fee or by generating more than incidental advertising revenue. d. "Content"has the meaning provided in Addendum 3. e. "Data"means any Esri or third-party digital dataset(s)including,but not limited to,geographic vector data,raster data reports,or associated tabular attributes,whether bundled with Software and Online Services or delivered independently. f. "Deployment License"means a license that allows Licensee to sublicense select Software and associated Authorization Codes to third parties. g. "Documentation"means all user reference documentation that is delivered with the Software. h. "Online Services"means any Internet-based geospatial system,including applications and associated APIs,but excluding Data or Content,hosted by Esri or its licensors,for storing,managing,publishing,and using maps,data, and other information. i. "Ordering Document(s)"means a sales quotation,purchase order,or other document identifying the Products that Licensee orders. j. "Perpetual License"means a license to use a version of a Product for which applicable license fees have been paid, indefinitely,unless terminated by Esri or Licensee as authorized under this Agreement. k. "Product(s)"means Software,Data,Online Services,and Documentation licensed under the terms of this License Agreement. 1. "Sample(s)"means sample code,sample applications,add-ons,or sample extensions of Products. m. "Service Credit(s)"means a unit of exchange that is allocated with an Online Services subscription in an amount specified in the Ordering Document.Each Service Credit entitles Licensee to consume a set amount of Online Services,the amount varying depending on the Online Services being consumed.As Online Services are consumed, Service Credits are automatically debited from Licensee's account,up to the maximum number of Service Credits available.Additional Service Credits can be purchased as described in Addendum 3(also available at http://www.esri.com/legal). E204 Page 1 of7 06/13/2014 n. "Software"means all or any portion of Esri's proprietary software technology,excluding Data,accessed or downloaded from an Esri-authorized website or delivered on any media in any format including backups,updates, service packs,patches,hot fixes,or permitted merged copies. o. "Term License"means a license or access provided for use of a Product for a limited time period("Tenn")or on a subscription or transaction basis. p. "Value-Added Application"means an application developed by Licensee for use in conjunction with the authorized use of any Software,Data,or Online Services. ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP Products are licensed,not sold.Esri and its licensors own Products and all copies,which are protected by United States and applicable international laws,treaties,and conventions regarding intellectual property and proprietary rights including trade secrets.Licensee agrees to use reasonable means to protect Products from unauthorized use,reproduction,distribution,or publication.Esri and its third-party licensors reserve all rights not specifically granted in this License Agreement including the right to change and improve Products. ARTICLE 3—GRANT OF LICENSE 3.1 Grant of License.Esri grants to Licensee a personal,nonexclusive,nontransferable license solely to use the Products as set forth in the applicable Ordering Documents(i)for which the applicable license fees have been paid;(ii)in accordance with this License Agreement and the configuration ordered by Licensee or as authorized by Esri or its authorized distributor; and(iii)for the applicable Term or,if no Term is applicable or identified,until terminated in accordance with Article 5.In addition to the Scope of Use in Article 4,Exhibit 1—Scope of Use(E300)applies to specific Products.Addendum 1, Addendum 2,Addendum 3,and Addendum 4 collectively comprise Exhibit 1—Scope of Use(E300)and are also available at http://www.esri.com/legal/software-license.Addendums only apply to Products specifically identified within an Addendum. Exhibit 1—Scope of Use(E300)includes Addendums for the following Product types,which are incorporated by reference: a. Software. Terms of use for specific Software products are set forth in Addendum 1. b. Data. Data terms of use are set forth in Addendum 2. c. Online Services. Terms of use for Online Services are set forth in Addendum 3. d. Limited Use Programs.Terms of use for noncommercial,nonprofit,educational,or other limited-use programs are set forth in Addendum 4. 3.2 Evaluation and Beta Licenses.Products acquired under an evaluation license or under a Beta program are intended for evaluation and testing purposes only and not for commercial use.Any such use is at Licensee's own risk,and the Products do not qualify for Esri or distributor maintenance. ARTICLE 4—SCOPE OF USE 4.1 Permitted Uses a. For Products delivered to Licensee,Licensee may 1. Install and store Products on electronic storage device(s); 2. Make archival copies and routine computer backups; 3. Install and use a newer version of Software concurrently with the version to be replaced during a reasonable transition period not to exceed six(6)months,provided that the deployment of either version does not exceed Licensee's licensed quantity;thereafter,Licensee shall not use more Software in the aggregate than Licensee's total licensed quantity; 4. Move the Software in the licensed configuration to a replacement computer;and 5. Distribute to third parties Software and any associated Authorization Codes required for use of a Deployment License. b. Commercial Application Service Provider Use. Licensee may use the Product for Commercial ASP Use provided that Licensee(i)acquires a Commercial ASP Use license,or(ii)is a governmental or not-for-profit organization that operates a website or offers an Internet service on a cost recovery basis and not for profit. E204 Page 2 of 7 06/13/2014 c. Licensee may customize Software using any(i)macro or scripting language,(ii)published application programming interface(API),or(iii)source or object code libraries,but only to the extent that such customization is described in Documentation. d. Licensee may use,copy,or prepare derivative works of Documentation supplied in digital format and thereafter reproduce,display,and distribute the customized documentation only for Licensee's own internal use.Portions of Documentation supplied in digital format merged with other software and printed or digital documentation are subject to this License Agreement.Licensee shall include the following copyright attribution notice acknowledging the proprietary rights of Esri and its licensors: "Portions of this document include intellectual property of Esri and its licensors and are used herein under license.Copyright©[Licensee will insert the actual copyright date(s)from the source materials]Esri and its licensors.All rights reserved." e. Font Components. All fonts provided with a Product may be used with the authorized use of any Products.Esri fonts may also be separately used to print any output created by Products.Additional use restrictions for third-party fonts included with a Product are set forth in the font file itself. f. Consultant or Contractor Access. Subject to Section 3.1,Esri grants Licensee the right to permit Licensee's consultants or contractors to use the Products exclusively for Licensee's benefit.Licensee shall be solely responsible for compliance by consultants and contractors with this License Agreement and shall ensure that the consultant or contractor discontinues Product use upon completion of work for Licensee.Access to or use of Products by consultants or contractors not exclusively for Licensee's benefit is prohibited. g. Licensee may use,copy,reproduce,publish,publicly display,or redistribute map images and reports containing map images derived from the use of Esri Product(s)in hard copy or static,electronic formats(e.g.,PDF, GIF,JPEG)to third parties subject to restrictions set forth in this License Agreement,provided that Licensee affixes an attribution statement to the map images acknowledging Esri and/or its applicable licensor(s)as the source of the portion(s)of the Data used for the map images.For avoidance of doubt,any data that is supplied or used by Licensee in its use of the Product(s)that is not Data shall be and remain the property of Licensee or its third-party licensor(s). 4.2 Uses Not Permitted.Except to the extent that applicable law prohibits or overrides these restrictions,or as provided herein,Licensee shall not a. Sell,rent,lease,sublicense,lend,time-share,assign,or use Products for Commercial ASP Use or service bureau purposes; b. Provide third parties with direct access to Products so that the third parties may use the Product directly,develop their own GIS applications,or create their own solutions in conjunction with the Product; c. Distribute Software,Data,or Online Services to third parties,in whole or in part,including,but not limited to, extensions,components,or DLLs; d. Distribute Authorization Codes to third parties; e. Reverse engineer,decompile,or disassemble Products; f. Make any attempt to circumvent the technological measure(s)that controls access to or use of Products; g. Store,cache,use,upload,distribute,or sublicense Content or otherwise use Products in violation of Esri's or a third party's rights,including intellectual property rights,privacy rights,nondiscrimination laws,or any other applicable law or government regulation; h. Remove or obscure any Esri(or its licensors')patent,copyright,trademark,proprietary rights notices,and/or legends contained in or affixed to any Product,Product output,metadata file,or online and/or hard-copy attribution page of any Data or Documentation delivered hereunder; i. Unbundle or independently use individual or component parts of Software,Online Services,or Data; j. Incorporate any portion of the Product into a product or service that competes with any Product; k. Publish or in any other way communicate the results of benchmark tests run on Beta without the prior written permission of Esri and its licensors;or 1. Use,incorporate,modify,distribute,provide access to,or combine any computer code provided with any Product in a manner that would subject such code or any part of the Product to open source license terms,which includes any license terms that require computer code to be(i)disclosed in source code form to third parties,(ii)licensed to third parties for the purpose of making derivative works,or(iii)redistributable to third parties at no charge. ARTICLE 5—TERM AND TERMINATION This License Agreement is effective upon acceptance.Licensee may terminate this License Agreement or any Product license at any time upon written notice to Esri.Either party may terminate this License Agreement or any license for a material E204 Page 3 of 7 06/13/2014 breach that is not cured within thirty(30)days of written notice to the breaching party,except that termination is immediate for a material breach that is impossible to cure.Upon termination of the License Agreement,all licenses granted hereunder terminate as well.Upon termination of a license or the License Agreement,Licensee will(i)stop accessing and using affected Product(s);(ii)clear any client-side data cache derived from Online Services;and(iii)uninstall,remove,and destroy all copies of affected Product(s)in Licensee'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. ARTICLE 6—LIMITED WARRANTIES AND DISCLAIMERS 6.1 Limited Warranties.Except as otherwise provided in this Article 6,Esri warrants for a period of ninety(90)days from the date Esri issues the Authorization Code enabling use of Software and Online Services that(i)the unmodified Software and Online Services will substantially conform to the published Documentation under normal use and service and(ii)media on which Software is provided will be free from defects in materials and workmanship. 6.2 Special Disclaimer.CONTENT,DATA,SAMPLES,HOT FIXES,PATCHES,UPDATES,ONLINE SERVICES PROVIDED ON A NO-FEE BASIS,AND EVALUATION AND BETA SOFTWARE ARE DELIVERED"AS IS" WITHOUT WARRANTY OF ANY KIND. 6.3 Internet Disclaimer.THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT(i)THE INTERNET IS NOT A SECURE INFRASTRUCTURE,(ii)THE PARTIES HAVE NO CONTROL OVER THE INTERNET,AND(iii)NONE OF THE PARTIES SHALL BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE PERFORMANCE OR DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF ONLINE SERVICES. 6.4 General Disclaimer.EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES,ESRI DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND,WHETHER EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,SYSTEM INTEGRATION,AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.ESRI DOES NOT WARRANT THAT PRODUCTS WILL MEET LICENSEE'S NEEDS;THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED,ERROR FREE,FAULT-TOLERANT,OR FAIL-SAFE;OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED.PRODUCTS ARE NOT DESIGNED, MANUFACTURED,OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO DEATH,PERSONAL INJURY,OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE.LICENSEE SHOULD NOT FOLLOW ANY ROUTE SUGGESTIONS THAT APPEAR TO BE HAZARDOUS,UNSAFE,OR ILLEGAL.ANY SUCH USES SHALL BE AT LICENSEE'S OWN RISK AND COST. 6.5 Exclusive Remedy.Licensee's exclusive remedy and Esri's entire liability for breach of the limited warranties set forth in this Article 6 shall be limited,at Esri's sole discretion,to(i)replacement of any defective media;(ii)repair,correction,or a workaround for Software or Online Services subject to the Esri Maintenance Program or Licensee's authorized distributor's maintenance program,as applicable;or(iii)return of the license fees paid by Licensee for Software or Online Services that do not meet Esri's limited warranty,provided that Licensee uninstalls,removes,and destroys all copies of Software or Documentation;ceases using Online Services;and executes and delivers evidence of such actions to Esri or its authorized distributor. ARTICLE 7—LIMITATION OF LIABILITY 7.1 Disclaimer of Certain Types of Liability.ESRI,ITS AUTHORIZED DISTRIBUTOR,AND ITS LICENSORS SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;LOST PROFITS,LOST SALES,OR BUSINESS EXPENDITURES;INVESTMENTS;BUSINESS COMMITMENTS;LOSS OF ANY GOODWILL;OR ANY INDIRECT,SPECIAL,INCIDENTAL,OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF PRODUCTS,HOWEVER CAUSED ON ANY THEORY OF LIABILITY,WHETHER OR NOT ESRI,ITS AUTHORIZED DISTRIBUTOR,OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. E204 Page 4 of 06/13/2014 7.2 General Limitation of Liability.EXCEPT AS PROVIDED IN ARTICLE 8—INFRINGEMENT INDEMNITY,THE TOTAL CUMULATIVE LIABILITY OF ESRI AND ITS AUTHORIZED DISTRIBUTOR HEREUNDER,FROM ALL CAUSES OF ACTION OF ANY KIND,INCLUDING,BUT NOT LIMITED TO,CONTRACT,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY,BREACH OF WARRANTY,MISREPRESENTATION,OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE FOR THE PRODUCTS THAT GIVE RISE TO THE CAUSE OF ACTION. 7.3 Applicability of Disclaimers and Limitations.The limitations of liability and disclaimers set forth in this License Agreement will apply regardless of whether Licensee has accepted Products or any other product or service delivered by Esri or its authorized distributor.The parties agree that Esri or its authorized distributor has set its fees and entered into this License Agreement in reliance on the disclaimers and limitations set forth herein,that the same reflect an allocation of risk between the parties,and that the same form an essential basis of the bargain between the parties.THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING WARRANTIES,LIMITATIONS,AND EXCLUSIONS MAY NOT BE VALID IN SOME JURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION.LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY NOT BE WAIVED OR DISCLAIMED.ESRI DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW. ARTICLE 8—INFRINGEMENT INDEMNITY 8.1 Esri shall defend,indemnify as described below,and hold Licensee harmless from and against any loss,liability,cost,or expense,including reasonable attorneys'fees,arising out of any claims,actions,or demands by a third party alleging that Licensee's licensed use of Software or Online Services infringe a US patent,copyright,or trademark,provided a. Licensee promptly notifies Esri in writing of the claim; b. Licensee provides documents describing the allegations of infringement; c. Esri has sole control of the defense of any action and negotiation related to the defense or settlement of any claim; and d. Licensee reasonably cooperates in the defense of the claim at Esri's request and expense. 8.2 If Software or Online Services are found to infringe a US patent,copyright,or trademark,Esri,at its own expense,may either(i)obtain rights for Licensee to continue using the Software or Online Services or(ii)modify the allegedly infringing elements of Software or Online Services while maintaining substantially similar functionality.If neither alternative is commercially reasonable,the license shall terminate,and Licensee shall cease accessing infringing Online Services and shall uninstall and return to Esri or its authorized distributor any infringing item(s).Esri's entire liability shall then be to indemnify Licensee pursuant to Section 8.1 and(i)refund the Perpetual License fees paid by Licensee to Esri or its authorized distributor for the infringing items,prorated on a five(5)-year,straight-line depreciation basis beginning from the initial date of delivery,and(ii)for Term Licenses and maintenance,refund the unused portion of the fees paid. 8.3 Esri shall have no obligation to defend Licensee or to pay any resultant costs,damages,or attorneys'fees for any claims or demands alleging direct or contributory infringement to the extent arising out of(i)the combination or integration of Software or Online Services with a product,process,or system not supplied by Esri or specified by Esri in its Documentation;(ii)material alteration of Software or Online Services by anyone other than Esri or its subcontractors;or (iii)use of Software or Online Services after modifications have been provided by Esri for avoiding infringement or use after a return is ordered by Esri under Section 8.2. 8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI AND ITS AUTHORIZED DISTRIBUTOR WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ARTICLE 9—GENERAL PROVISIONS 9.1 Future Updates.Use of Products licensed under this License Agreement is covered by the terms and conditions contained herein.New or updated Products may require additional or revised terms of use under the then-current Esri License E204 Page 5 of 7 06/13/2014 Agreement.Esri will make new or revised terms of use available at http://www.esri.com/legal/software-license or provide notice of new or revised terms to Licensee. 9.2 Export Control Regulations.Licensee expressly acknowledges and agrees that Licensee shall not export,reexport, import,transfer,release,or provide access to Products,Content,Licensee's Content,or Value-Added Applications to(i)any US embargoed country;(ii)any person on the US Treasury Department's list of Specially Designated Nationals;(iii)any person or entity on the US Commerce Department's Denied Persons List,Entity List,or Unverified List;or(iv)any person or entity or into any country where such export,reexport,access,or import violates any US,local,or other applicable import/export control laws or regulations including,but not limited to,the terms of any import/export license or license exemption and any amendments and supplemental additions to those import/export laws as they may occur from time to time. 9.3 Taxes and Fees,Shipping Charges.License fees quoted to Licensee are exclusive of any and all applicable taxes or fees,including,but not limited to,sales tax,use tax,value-added tax(VAT),customs,duties,or tariffs,and shipping and handling charges. 9.4 No Implied Waivers.The failure of either party to enforce any provision of this License Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. 9.5 Severability.The parties agree that if any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable. 9.6 Successor and Assigns.Licensee shall not assign,sublicense,or transfer Licensee's rights or delegate Licensee's obligations under this License Agreement without Esri's and its authorized distributor's prior written consent,and any attempt to do so without consent shall be void.This License Agreement shall be binding on the respective successors and assigns of the parties to this License Agreement.Notwithstanding,a government contractor under contract to the government to deliver Products may assign this License 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 License Agreement. 9.7 Survival of Terms.The provisions of Articles 2,5,6,7,8,and 9 of this License Agreement shall survive the expiration or termination of this License Agreement. 9.8 Equitable Relief.Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage and that,in the event of such breach,in addition to any and all remedies at law,Esri or its authorized distributor shall have the right to seek an injunction,specific performance,or other equitable relief in any court of competent jurisdiction without g J the requirement of posting a bond or proving injury as a condition for relief. 9.9 US Government Licensee.The Products are commercial items,developed at private expense,provided to Licensee under this License Agreement.If Licensee is a US government entity or US government contractor,Esri licenses Products to Licensee in accordance with this License Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202.Esri Data and Online Services are licensed under the same DFARS Subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS.Products are subject to restrictions,and this License Agreement strictly governs Licensee's use,modification,performance,reproduction,release,display,or disclosure of Products.License provisions that are inconsistent with federal law will not apply.A US government Licensee may transfer Software to any of its facilities to which it transfers the computer(s)on which such Software is installed.If any court,arbitrator,or board holds that Licensee has greater rights to any portion of Products under applicable public procurement law,such rights shall extend only to the portions affected. 9.10 Governing Law,Arbitration a. Licensees in the United States of America,Its Territories, and Outlying Areas.This License Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to conflict of laws principles,except that US federal law shall govern in matters of intellectual property and for US government agency use. Except as provided in Section 9.8,any dispute arising out of or relating to this License Agreement or the breach thereof that cannot be settled through negotiation shall be finally settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.Judgment on the award rendered by the arbitrator may be entered in a court of competent jurisdiction.If Licensee is a US government agency,this License Agreement is subject to the E204 Page 6 of 7 06/13/2014 Contract Disputes Act of 1978,as amended(41 USC 601-613),in lieu of the arbitration provisions of this clause.This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods,the application of which is expressly excluded. b. All Other Licensees.Except as provided in Section 9.8,any dispute arising out of or relating to this License Agreement or the breach thereof that cannot be settled through negotiation shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one(1)arbitrator appointed in accordance with said rules.The language of the arbitration shall be English.The place of the arbitration shall be at an agreed-upon location.This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods,the application of which is expressly excluded.Either party shall,at the request of the other,make available documents or witnesses relevant to the major aspects of the dispute. 9.11 Maintenance.Maintenance for qualifying Products consists of updates and other benefits,such as access to technical support,specified in Esri's or its distributor's current applicable maintenance policy. 9.12 Feedback.Esri may freely use any feedback,suggestions,or requests for Product improvements that Licensee provides to Esri. 9.13 Patents.Licensee 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 Esri technology or services.This express prohibition on patenting shall not apply to Licensee's software and technology except to the extent that Esri technology or services,or any portion thereof,are a part of any claim or preferred embodiment in a patent application or a similar application. 9.14 Entire Agreement.This License Agreement,including its incorporated documents,constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous license agreements, understandings,and arrangements between the parties relating to such subject matter.Additional or conflicting terms set forth in any purchase orders,invoices,or other standard form documents exchanged during the ordering process,other than product descriptions,quantities,pricing,and delivery instructions,are void and of no effect.Any modification(s)or amendment(s)to this License Agreement must be in writing and signed by each party. E204 Page 7 of 06/13/2014 • esri. Esri,380 New York St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953 EXHIBIT 1 SCOPE OF USE (E300 02/24/2016) ADDENDUM 1 SOFTWARE TERMS OF USE (E300-1) This Software Terms of Use Addendum("Addendum 1")sets forth the terms of Licensee's use of Software and includes the Licensee's existing master license agreement,if any,or the License Agreement found at http://www.esri.com/legal/software- license(as applicable,the"License Agreement"),which is incorporated by reference.This Addendum 1 takes precedence over conflicting General License Terms and Conditions of the License Agreement. SECTION 1—DEFINITIONS Software may be offered under the following license types as set forth in the applicable sales quotation,purchase order,or other document identifying the Products that Licensee orders: 1. "ArcGIS for Personal Use"means personal use of an individual User only.Personal Use excludes use for the benefit of any third party,including commercial,educational,governmental or non-profit entities. 2. "Concurrent Use License"means a license to install and use the Product on computer(s)on a network,but 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. 3. "Deployment Server License"means a full use license that authorizes Licensee to install and use the Software for all uses permitted in the License Agreement and as described in the Documentation. 4. "Development Server License"means a license that authorizes Licensee to install and use the Software to build and test Value-Added Applications as described in the Documentation. 5. "Esri Client Software"means ArcGIS Runtime apps,ArcGIS for Desktop,and ArcGIS API for Flex apps. 6. "Esri Content Package"means a digital file containing ArcGIS Online basemap content(e.g.,raster map tiles, images,vector data)extracted from the ArcGIS Online Basemap Services. 7. "Named User"means Licensee's employee,agent,consultant or contractor to whom Licensee has assigned a unique, secure named user login credential that enables access to a Product that requires such credential in order to use credential-managed capabilities within a Product for Licensee's exclusive benefit.For educational use,Named Users may include registered students. 8. "Perpetual License"means a license to use a version of the Product,for which applicable license fees have been paid,indefinitely,unless terminated by Esri or Licensee as authorized under this Agreement. 9. "Single Use License"means a license that allows Licensee to permit a single authorized end user to install and use the Product on a single computer for use by that end user on the computer on which the Product is installed. Licensee may permit the single authorized end user to install a second copy for end user's exclusive use on a second computer as long as only one(1)copy of Product is in use at any time.No other end user may use Product under the same license at the same time for any other purpose. 10. "Staging Server License"means a license that authorizes Licensee to install and use the Software for the following purposes:building and testing Value-Added Applications and map caches;conducting user acceptance testing, performance testing,and load testing of other third-party software;staging new commercial data updates;and training activities as described in the Documentation.Value-Added Applications and map caches can be used with Development and Deployment Servers. 11. "Term License"means a license or access provided for use of a Product for a limited time period("Term")or on a subscription or transaction basis. E300 Page 1 of 16 02/24/2016 SECTION 2-TERMS OF USE FOR SPECIFIC SOFTWARE The following table is a list of Esri Products that have specific terms of use in addition to the general terms of use as set forth in the General License Terms and Conditions of the License Agreement.Additional terms of use are listed immediately below this table and are referenced by number(s),shown in parentheses,immediately following each Product name in the following table(in some cases,the additional terms of use referenced may be found in a separate Addendum,as noted): Desktop Products Developer Tools • ArcGIS for Desktop(Advanced,Standard,or Basic) • AppStudio for ArcGIS Standard(11, 16, 19) (26;Addendum 2,Note 1;Addendum 2,Note 6) • ArcGIS Runtime SDK for Android,iOS,Java,Mac • ArcGIS Earth(65;Addendum 2,Note 1) OS X,Microsoft.NET Framework(Windows • ArcGIS Explorer Desktop(20;Addendum 2,Note 1) [desktop],Windows Phone,Windows Store),Qt,or • ArcGIS for AutoCAD(20) WPF(16; 19;Addendum 2,Note 1) • ArcPad(12; 13;Addendum 2,Note 1;Addendum 2, ■ ArcGIS Runtime Standard Level for Android,iOS, Note 2) Java,Mac OS X,Microsoft.NET Framework • ArcReader(20;Addendum 2,Note 1) (Windows[desktop],Windows Phone,Windows • Esri Business Analyst(Addendum 2,Note 1; Store),Qt,or WPF(15; 18;Addendum 2,Note 1) Addendum 2,Note 4) • ArcGIS Engine Developer Kit and Extensions(16, 19; • ArcGIS for Windows Mobile(15;54;Addendum 2, 22,26) Note 1) • ArcGIS Engine for Windows/Linux and Extensions • ArcGIS for iOS;ArcGIS for Windows Phone;ArcGIS (15;22;26;Addendum 2,Note 1;Addendum 2, for Android(Addendum 2,Note 1) Note 6) • ArcGIS for Personal Use(Addendum 2,Note 1) • ArcGIS Web Mapping(including ArcGIS API for JavaScript/HTML5,ArcGIS API for Flex,ArcGIS Server Products API for Microsoft Silverlight)(15; 16;64;66; • ArcGIS for Server Addendum 2,Note 1) - Workgroup(28;29;30;32;38;39;Addendum 2, • Esri Business Analyst Server Developer Note 1;Addendum 2,Note 6) (Addendum 2,Note 1;Addendum 2,Note 4) - Enterprise(31;38;39;Addendum 2,Note 1; • Esri Developer Network(EDN)Software and Data Addendum 2,Note 6) (24;26;Addendum 2,Note 6) - with Virtual Cloud Infrastructure(10; • Esri File Geodatabase API(47) Addendum 3-Common Terms) • ArcGIS for Server Extension Bundled Products - ArcGIS for INSPIRE(Addendum 2,Note 1) • ArcGIS for Transportation Analytics(1;Addendum 2, - ArcGIS for Maritime: Server(2) Note 1;Addendum 2,Note 2;Addendum 2,Note 11) • Esri Business Analyst for Server - Workgroup(28;29;30;31;39;Addendum 2, Other Note 1;Addendum 2,Note 4) • Navigator for ArcGIS(14) - Enterprise(31;39;Addendum 2,Note 1; Addendum 2,Note 4) • Portal for ArcGIS(31;Addendum 2,Note 1) • Esri Tracking Server(31) Notes: • If you do not license any of the Products in the table above,these additional terms of use do not apply to you. • Additional terms of use for Products ONLY APPLY to the Products that reference them by number in the table above. • Unless otherwise noted in the applicable Ordering Document,extensions to Software follow the same scope of use as that granted for the corresponding Software. Additional Terms of Use for Products listed above: 1. Licensee may use the Software,Data,and Online Services included in ArcGIS for Transportation Analytics solely for direct support of fleet operations.No other use of ArcGIS for Transportation Analytics or the individual components that are part of ArcGIS for Transportation Analytics is permitted.This restriction does not apply to the E300 Page 2 of 16 02/24/2016 ArcGIS Online for Organizations account included with ArcGIS for Transportation Analytics.The ArcGIS Online for Organizations account can be used for any purpose subject to the terms of this License Agreement. 2. Not for use in navigation. 3-9. Reserved. 10. Licensee will provide information or other materials related to its content(including copies of any client-side applications)as reasonably requested to verify Licensee's compliance with this License Agreement.Esri may monitor the external interfaces(e.g.,ports)of Licensee's content to verify Licensee's compliance with this License Agreement.Licensee will not block or interfere with such monitoring,but Licensee may use encryption technology or firewalls to help keep its content confidential.Licensee will reasonably cooperate with Esri to identify the source of any problem with the ArcGIS for Server with Virtual Cloud Infrastructure services that may reasonably be attributed to Licensee's content or any end-user materials that Licensee controls. 11. Applications built with AppStudio for ArcGIS Standard are subject to the terms of use for ArcGIS Runtime Standard Level. 12. May be used for navigational purposes only when used in conjunction with ArcLogistics. 13. "Dual Use License"means the Software may be installed on a desktop computer and used simultaneously with either a personal digital assistant(PDA)or handheld mobile computer as long as the Software is only used by a single individual at any one(1)time. 14. May be used for navigational purposes. 15. Licensed as a Deployment License,subject to Article 3,Section 3.1 of the General License Terms and Conditions. 16. Licensee 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 the Value-Added Applications anywhere not prohibited under export regulation subject to Article 3,Section 3.1 of the General License Terms and Conditions. 17. Reserved. 18. The Deployment License is per Value-Added Application per computer. 19. License may not be used to develop Internet or server-based Value-Added Applications. 20. Licensee may reproduce and distribute the Software provided all the following occur: a. The Software is reproduced and distributed in its entirety; b. A license agreement accompanies each copy of the Software that protects the Software to the same extent as this License Agreement,and the recipient agrees to be bound by the terms and conditions of the license agreement; c. All copyright and trademark attributions/notices are reproduced;and d. There is no charge or fee attributable to the use of the Software. 21. Reserved. 22. a. An end user must license either ArcGIS Engine for Windows/Linux Software or other ArcGIS for Desktop Software(Basic,Standard,or Advanced)to obtain the right to run an ArcGIS Engine application on one(1)computer;and b. The ArcGIS Engine for Windows/Linux extensions shall not be used in combination with ArcGIS for Desktop Software to run ArcGIS Engine Value-Added Applications.A single user can have multiple ArcGIS Engine Value-Added Applications installed on one(1)computer for use only by that end user. 23. Reserved. 24. EDN Software may be used only for the purposes of development,testing,and demonstration of a prototype Value- Added Application and creating map caches.Value-Added Applications and map caches can be used with Staging and Deployment Servers.EDN server Software and Data may be installed on multiple computers for use by any Licensee EDN developer;all other EDN Software is licensed as a Single Use License. 25. Reserved. 26. An ArcSDE Personal Edition geodatabase is restricted to ten(10)gigabytes of Licensee's data. 27. Reserved. 28. Use is limited to ten(10)concurrent end users of applications other than ArcGIS for Server applications.This restriction includes use of ArcGIS for Desktop Software,ArcGIS Engine Software,and third-party applications that connect directly to any ArcGIS for Server geodatabase.There are no limitations on the number of connections from web applications. 29. Software can only be used with 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 ten(10)gigabytes of Licensee's data. E300 Page 3 of 16 02/24/2016 31. Licensee may have redundant Esri Server Software installation(s)for failover operations,but the redundant Software can only be operational during the period the primary site is nonoperational.The redundant Software installation(s) shall remain dormant,except for system maintenance and updating of databases,while the primary site or any other redundant site is operational. 32. Redundant Software installation for failover operations is not permitted. 33-37. Reserved. 38. The ArcGIS 3D Analyst for Server extension included with ArcGIS for Server Standard(Workgroup or Enterprise) may be used only for generating globe data cache(s)or publishing a globe document as an ArcGIS Globe Service. No other use of the ArcGIS 3D Analyst for Server extension Software is permitted with ArcGIS for Server Standard. 39. Any editing functionality included with ArcGIS for Server is not permitted for use with ArcGIS for Server Basic (Workgroup or Enterprise). 40-46. Reserved. 47. Licensee may develop and distribute Value-Added Applications that use Esri File Geodatabase API to Licensee's end users. 48-53. Reserved. 54. ArcGIS for Windows Mobile Deployments are licensed for use with ArcGIS for Server Enterprise(Advanced or Standard),ArcGIS for Server Workgroup(Advanced),ArcGIS for Desktop(Advanced,Standard,Basic),and ArcGIS Engine Value-Added Applications. 55-63. Reserved. 64. Value-Added Application(s)for web deployment must be used in conjunction with other Esri Product(s).Third- party technologies may also be used in conjunction with Value-Added Application(s)as long as the Value-Added Application(s)is always used in conjunction with other Esri Product(s). 65. Can 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 Product(s). 66. For desktop applications,each license is per organization.For the purposes of this license,organization is equivalent to a principal registered unique domain identifier.Domain is the Internet domain name registered with a domain name registrar.For instance,in example.com,example.com is the registered unique domain identifier.Similarly,in example.com.xx,where xx is a registered country code,example.com.xx is the registered unique domain identifier. Desktop applications can be used by any employee of the organization with the principal registered unique domain identifier.There is no limit to the number of applications that can be built and deployed within an organization. E300 Page 4 of 16 02/24/2016 ADDENDUM 2 DATA TERMS OF USE (E300-2) This Data Terms of Use Addendum("Addendum 2")sets forth the terms of Licensee's use of Data and includes Licensee's existing master license agreement,if any,or the License Agreement found at http://www.esri.com/legal/software-license(as applicable,the"License Agreement"),which is incorporated by reference.This Addendum 2 takes precedence over conflicting General License Terms and Conditions of the License Agreement.Esri reserves the right to modify the Data terms of use referenced below at any time.For Data licensed through a subscription,Licensee may cancel the subscription upon written notice to Esri or discontinue use of the Data,as applicable.If Licensee continues to use the Data,Licensee will be deemed to have accepted the modification.Data terms of use are set forth in the notes referenced below: SECTION 1—GENERAL RESTRICTIONS ON USE OF DATA In addition to the restrictions set forth in Article 4.2 of the License Agreement,the following restrictions apply to use of Data by Licensee and Licensee's end users(collectively, "Users").Any use of Data that is not expressly authorized in Section 2 or elsewhere in the License Agreement is strictly prohibited.Without limiting the generality of the foregoing,Licensee shall ensure Users are prohibited from(i)cobranding Data,(ii)using the Data in any unauthorized service or product,or (iii)offering Data through or on behalf of any third party. SECTION 2—SPECIFIC TERMS OF USE FOR DATA The following table is a list of Esri Products that have specific terms of use in addition to the general terms of use as set forth in the General License Terms and Conditions of the License Agreement.Additional terms of use are listed immediately below this table and are referenced by number(s),shown in parenthesis,immediately following each Product name in the following table: • ArcGIS Online Data(1) • Business Analyst Data(4, 10) • StreetMap Premium for ArcGIS(2) • Demographic,Consumer,and Business Data("Esri • StreetMap for Windows Mobile(2) Data")(5, 10) • StreetMap for ArcPad(2) • Data and Maps for ArcGIS(6) • StreetMap Premium for ArcGIS for Transportation • Esri MapStudio Data(9) Analytics(2;Addendum 1,Note 1) • World Geocoder for ArcGIS Basic(7) • HERE Traffic Data(11;Addendum 1,Note 1) • Data Appliance for ArcGIS(3) Notes: • If you do not license any of the Products in the table above,these additional terms of use do not apply to you. • Additional terms of use for Products ONLY APPLY to the Products that reference them,by number,in the table above. Additional Terms of Use for Products listed above: 1. ArcGIS Online Data: Software and Online Services that reference this note enable access to ArcGIS Online Data. ArcGIS Online Data is provided for use solely in conjunction with Licensee's authorized use of Esri Software and Online Services.Use of ArcGIS Online Data that is accessible through non-fee-based ArcGIS Online accounts may be subject to usage limits. Basemap Data And Geocode Search Transactions: a. Basemap data can be taken offline through Esri content packages and subsequently delivered(transferred)to any device for use exclusively with licensed ArcGIS Runtime apps,ArcGIS for Desktop,and ArcGIS API for Flex apps. b. Basemap data is subject to an aggregate limit of fifty million(50,000,000)transactions during any twelve(12)- month period.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 E300 Page 5 of 16 02/24/2016 or place.If the results are stored in any manner such as after batch geocoding,the stored results are not counted towards the transaction limit.However,storage does consume service credits. Licensee may use Data accessed through ArcGIS Online as permitted under the terms of the URLs referenced below: a. HERE data is subject to the terms of use at http://www.esri.com/supplierterms-HERE. b. Tele Atlas/TomTom data is subject to the terms of use at http://www.esri.com/--/media/Files/Pdfs/legal/pdfs/j9792-teleatlas use data.pdf. c. BODC bathymetry data is subject to the terms of use found at http://www.esri.com/terms-of-use-body d. MB-Research GmbH(MBR)Data:Users are prohibited from(i)using MBR Data,including,without limitation,European demographic data,consumer demand data,and postal and geographic boundaries,for the purpose of compiling,enhancing,verifying,supplementing,adding to,or deleting from any database or other compilation of information that is sold,rented,published,furnished,or in any manner provided to a third party or(ii)modifying or otherwise altering MBR Data without MBR's prior written consent,such consent to be granted or withheld at MBR's sole discretion. 2. StreetMap Premium for ArcGIS:StreetMap for ArcGIS for Windows Mobile;StreetMap for ArcPad;StreetMap Premium for ArcGIS for Transportation Analytics: These Products,collectively referred to as"StreetMap Data,"may be used for mapping,geocoding,and point-to-point routing purposes but are not licensed for dynamic,real-time routing guidance.For instance,StreetMap Data may not be used to alert a user about upcoming maneuvers(such as warning of an upcoming turn)or to calculate an alternate route if a turn is missed.StreetMap Data may not be used to perform synchronized multivehicle routing or route optimization.StreetMap Data acquired for use with ArcGIS for Desktop, ArcGIS for Server,ArcPad,or ArcGIS for Transportation Analytics may only be used with the Product for which the StreetMap Data was acquired,and may not be used with any other Product.StreetMap for Windows Mobile Data is licensed for use solely on mobile devices or in conjunction with ArcGIS for Mobile applications. StreetMap Data may include data from either of the following sources: a. HERE data is subject to the terms of use at http://www.esri.com/supplierterms-HERE.HERE data,when licensed for use in StreetMap Premium for ArcGIS for Transportation Analytics,permits tracking,synchronized multivehicle routing,and route optimization. b. Tele Atlas/TomTom data is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/j9792-teleatlas use data.pdf. 3. Data Appliance for ArcGIS:Data provided with Data Appliance is subject to the following additional terms of use: a. HERE data is subject to the terms of use at http://www.esri.com/supplierterms-HERE. b. Tele Atlas/TomTom data is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/i9792-teleatlas use data.pdf. c. Data from i-cubed is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/j9946- icubed.pdf. d. BODC bathymetry data is subject to the terms of use found at http://www.esri.com/terms-of-use-bodc. 4. Business Analyst Data:Business Analyst Data is provided with Esri Business Analyst(Server,Desktop).The Data is subject to the following additional terms of use: a. The Data is provided for Licensee's internal business use solely in connection with Licensee's authorized use of Software.Subject to Addendum 2,Note 10,Business Analyst Data,including derivative products(e.g., geocodes),are restricted for use only in conjunction with the respective Business Analyst extension.If Licensee orders a license for Esri Business Analyst or Business Analyst(Canadian Edition)with a subset of the national dataset(i.e.,Region,State,Local),Licensee may use only the licensed subset,not any other portion of the national dataset. b. Business Analyst Data provided with Business Analyst for Server may not be cached or downloaded by client applications and devices. c. Infogroup data is subject to the following terms of use: "Users"means end users of Esri Software.Any use of the Infogroup database not expressly authorized in this License Agreement is strictly prohibited.Without limiting the generality of the foregoing,Users are expressly prohibited from(i)sublicensing or reselling the E300 Page 6 of 16 02/24/2016 Infogroup database;(ii)using or allowing third parties to use the Infogroup database for the purpose of compiling,enhancing,verifying,supplementing,adding to,or deleting from any mailing list,geographic or trade directories,business directories,classified directories,classified advertising,or other compilation of information that is sold,rented,published,furnished,or in any manner provided to a third party;(iii)using the Infogroup database in any service or product not specifically authorized in this License Agreement or offering it through any third party;(iv)disassembling,decompiling,reverse engineering,modifying,or otherwise altering the Infogroup database or any part thereof without Infogroup's prior written consent,such consent to be granted or withheld at Infogroup's sole discretion;or(v)using the Infogroup database for any direct marketing purposes. d. HERE data is subject to the terms of use at http://www.esri.com/supplierterms-HERE. e. Tele Atlas/TomTom data is subject to the terms of use at http://www.esri.com/./media/Files/Pdfs/legal/pdfs/j9792-teleatlas use data.pdf. f. MBR Data:Users are prohibited from(i)using MBR Data,including,without limitation,European demographic data,consumer demand data,and postal and geographic boundaries,for the purpose of compiling, enhancing,verifying,supplementing,adding to,or deleting from any database or other compilation of information that is sold,rented,published,furnished,or in any manner provided to a third party or (ii)modifying,or otherwise altering MBR Data without MBR's prior written consent,such consent to be granted or withheld at MBR's sole discretion. g. D&B Data:May not be used for direct mailing or direct marketing purposes. 5. Demographic, Consumer, and Business Data("Esri Data"):This Data category includes the Updated Demographic Database,Census Data,American Community Survey(ACS)Data,Consumer Spending,Business,Retail MarketPlace, Tapestry Segmentation,Market Potential,Crime Index,Major Shopping Center,Traffic Count,and Banking datasets. Esri Data may be used independently of Software or Online Services.Each dataset is available under one or more of the following license types: • Single Use:Permits access by a single user to access the data for development or internal use on a desktop computer or server.No Internet access is permitted. • Internal Site/Server—Known User:Permits access by named(known)users for Licensee's internal use.Web access by those Named Users is permitted. • Public website(noncommercial)—Constituent-Served Model:Permits a municipal government Licensee to use the Data in an externally facing Value-Added Application serving a defined population,provided Licensee does not generate revenue from such use. • Public website(commercial)Known User:Permits Licensee to use the Data in an externally facing Value- Added Application for use by Named Users and to generate revenue from such Value-Added Application. • Public website(commercial)Anonymous User:Permits Licensee to use the Data in an externally facing Value-Added Application for general use and to generate revenue from such Value-Added Application. 6. Data and Maps for ArcGIS:The Data is available to licensed users of ArcGIS for Desktop,ArcGIS for Server,and ArcGIS Online.Data and Maps for ArcGIS is provided for use solely in conjunction with authorized use of ArcGIS for Desktop,ArcGIS for Server,and ArcGIS Online. a. Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at http://www.esri.com/legal/redistribution-rights,in the Help system,or in supporting metadata files,subject to the specific attribution descriptions and requirements for the dataset accessed. b. StreetMap Data may be used for mapping,geocoding,and routing purposes but is not licensed for dynamic routing purposes.For instance,StreetMap USA may not be used to alert a user about upcoming maneuvers (such as warning of an upcoming turn)or to calculate an alternate route if a turn is missed. 7. Limited to 250,000,000 geocodes during the term of the subscription. 8. Reserved. 9. MapStudio Data:Use of this Data is subject to the following terms and conditions: a. HERE data is subject to the terms of use at http://www.esri.com/supplierterms-HERE. b. Tele Atlas/TomTom data is subject to the terms of use at http://www.esri.com/-/media/Files/Pdfs/legal/pdfs/i9792-teleatlas use data.pdf. E300 Page 7 of 16 02/24/2016 c. Data from i-cubed is subject to the terms of use at http://www.esri.comk/media/Files/Pdfs/legal/pdfs/j9946- icubed.pdf. d. D&B Data:May not be used for direct mailing or direct marketing purposes. 10. Licensee may include Data in hard-copy or read-only format("Outputs")in presentation packages,marketing studies,or other reports or documents prepared for third parties.Licensee shall not resell or otherwise externally distribute Outputs in stand-alone form. 11. ArcGIS for Transportation Analytics—HERE traffic data option:This online data service is available as an option for use exclusively with ArcGIS for Transportation Analytics.Use of this data is subject to the following terms and conditions: a. HERE traffic data is subject to the terms of use at http://www.esri.com/supplierterms-HERE. b. No automatic routing or rerouting based on traffic conditions is permitted without the Navigation add-on. c. HERE traffic data may not be archived and may be delivered only for end users'personal,near-term use,not to exceed one(1)twenty-four(24)-hour period. d. HERE traffic data may not be used to display or broadcast in any FM/AM/HD radio broadcast or television broadcast or through any RDS delivery method. e. HERE traffic data may not be used with or incorporated into any traffic system that provides voice traffic reports to inbound callers. f. HERE traffic data may not be used to develop or commercially make available a text-to-voice e-mail alert or message or voice mail application using any portion of HERE traffic data. E300 Page 8 of 16 02/24/2016 ADDENDUM 3 ONLINE SERVICES ADDENDUM (E300-3) This Online Services Addendum("Addendum 3")sets forth the terms of Licensee's use of Online Services and includes the Licensee's existing master license agreement,if any,or the License Agreement found at http://www.esri.com/legal/software- license(as applicable,the"License Agreement"),which is incorporated by reference.This Addendum 3 takes precedence over conflicting General License Terms and Conditions of the License Agreement.Esri reserves the right to update the terms from time to time. Section 1 of this Addendum 3 contains terms applicable to all Online Services;Section 2 contains common terms applicable to specific Online Services. SECTION 1—COMMON TERMS OF USE OF ONLINE SERVICES ARTICLE 1—DEFINITIONS In addition to the definitions provided in the License Agreement,the following definitions apply to this Addendum 3: a. "Anonymous Users"refers to anyone who has public access to any part of the Licensee's Content or Value-Added Applications,which Licensee has published through the use of the Sharing Tools,included with Licensee's licensed use of the Software or Online Services,as further described in Section 2 of this Addendum. b. "API"means application programming interface. c. "App Login Credential"means a system-generated application login and associated password,provided by registering a Value-Added Application with ArcGIS Online,which can be embedded in a Value-Added Application to enable the Value-Added Application to access and use Online Services. d. "ArcGIS Website"means http://www.arcgis.com and any related or successor websites. e. "Content"means data,images,photographs,animations,video,audio,text,maps,databases,data models, spreadsheets,user interfaces,software applications,and Developer Tools. f. "Developer Tools"means software development kits(SDKs),APIs,software libraries,code samples,and other resources. g. "Licensee's Content"means any Content that Licensee,a Licensee's Named User,or any other user submits to Esri in connection with Licensee's use of the Online Services,any results derived from the use of Licensee's Content with Online Services,and any Value-Added Applications Licensee builds with Developer Tools and deploys with Online Services.Licensee's Content excludes any feedback,suggestions,or requests for Product improvements that Licensee provides to Esri. h. "Named User"means Licensee's employee,agent,consultant or contractor to whom Licensee has assigned a unique, secure named user login credential that enables access to a Product that requires such credential in order to use credential-managed capabilities within a Product for Licensee's exclusive benefit.For educational use,Named Users may include registered students. i. "Online Content"means Content hosted or provided by Esri as part of Online Services,including any Map Services, Task Services,Image Services and excluding Content provided by third parties that Licensee accesses through Online Services. j. "Service Components"means each of the following:Online Services,Online Content,ArcGIS Website,Developer Tools,Documentation,or related materials. k. "Sharing Tools"means publishing capabilities included with Online Services and ArcGIS Website that allow Licensee to make Licensee's Content and Value-Added Applications available to third parties and/or Anonymous Users. 1. "Value-Added Application"means an application developed by Licensee for use in conjunction with the authorized use of any Software,Data,or Online Services. m. "Web Services"as used under Licensee's existing signed license agreement,if any,means Online Services and any Content delivered by such Online Services. ARTICLE 2—USE OF ONLINE SERVICES 2.1 License to Online Services.Esri grants Licensee a personal,nonexclusive,nontransferable,worldwide license to access and use Online Services as set forth in the applicable Ordering Documents(i)for which the applicable license fees have been E300 Page 9 of 16 02/24/2016 paid(if required),(ii)for Licensee's own internal use by Licensee and Licensee's Named Users or Anonymous Users(if applicable),and(iii)in accordance with this License Agreement and the licensed configuration on file as authorized by Esri. 2.2 Provision of Subscription Online Services.For subscription Online Services,Esri will a. Provide Online Services to Licensee in accordance with the Documentation; b. Provide customer support in accordance with Esri's standard customer support policies and any additional support Licensee may purchase;and c. Use commercially reasonable efforts to ensure that Online Services will not transmit to Licensee any Malicious Code,provided Esri is not responsible for Malicious Code that was introduced to Online Services through Licensee's account or through third-party Content. 2.3 Licensee's Responsibilities. a. Licensee shall be responsible for Named Users'compliance with this Agreement.Licensee and Licensee's Named Users or Anonymous Users(if applicable)are the only persons authorized to access Online Services through Licensee's accounts.Named Users'login credentials are for designated Named Users only and may not be shared among multiple individuals.Named Users'login credentials may be reassigned to new Named Users if the former users no longer require access to Online Services. b. Licensee and Licensee's Named Users are responsible for maintaining the confidentiality of Authorization Codes, Access Codes,Named Users'login credentials,or any other method that is provided that enables access to Online Services and for ensuring that unauthorized third parties do not access Licensee's account.Licensee will immediately notify Esri if Licensee becomes aware of any unauthorized use of Licensee's account or any other breach of security. c. Licensee is solely responsible for the development and operation of Licensee's Content and Value-Added Applications and the manner in which it chooses to allow or provide use,access,transfer,transmission, maintenance,or processing ability to or by others,including any use and access to Products,and any subsequent end user,end use,and destination restrictions issued by the US government and other governments. 2.4 Prohibited Uses of the Online Services.In addition to the prohibited uses or except as provided under the License Agreement,Licensee shall not(i)attempt to gain unauthorized access to the Online Services or assist others to do so;(ii)use Online Services for spamming,to transmit junk e-mail or offensive or defamatory material,or for stalking or making threats of physical harm;(iii)use Online Services to store or transmit software viruses,worms,time bombs,Trojan horses,or any other computer code,files,or programs designed to interrupt,destroy,or limit the functionality of any computer software, hardware,or telecommunications equipment("Malicious Code");(iv)mirror,reformat,or display Online Services in an attempt to mirror and/or make commercial use of Online Services except to the degree that Online Services directly enable such functionality;(v)share the client-side data cache derived from Online Content with other licensed end users or third parties;(vi)distribute the client-side data cache derived from Online Services to third parties;(vii)manually or systematically collect or scrape(screen or web scraping)Content from Online Services;(viii)use ArcGIS Online Map Services,Geocoding Services,or Routing Services in communication with any in-vehicle navigation system installed in a vehicle(this does not include portable navigation devices)or that provides real-time,dynamic routing to any device(for instance,these services may not be used to alert a user about upcoming maneuvers such as warning of an upcoming turn or to calculate an alternate route if a turn is missed);or(ix)incorporate any portion of Online Services into a commercial product or service unless the commercial product adds material functionality to Online Services.Licensee shall not use Online Services to(a)infringe or misappropriate any third-party proprietary rights or privacy rights;(b)process,store,transmit,or enable access to any information,data,or technology controlled for export under the International Traffic in Arms(ITAR) regulations;(c)violate any export law;or(d)store or process Licensee's Content that is Covered Defense information(CDI) under DFARS 204.73,or is protected health information(PHI)under the Health Insurance Portability and Accountability Act (IAA).Licensee shall not attempt to(a)probe,scan,or test the vulnerability of the Online Services or to breach any security or authentication measures used by the Online Services;or(b)benchmark the availability,performance,or functionality of Online Services for competitive purposes.Licensee is responsible for any fines,penalties,or claims against Esri,including reasonable attorneys'fees,arising out of Licensee's noncompliance with any of the foregoing prohibitions. 2.5 Evaluations.Esri may provide licenses to use certain Services for Licensee's internal evaluation purposes.Such licenses continue until the stated evaluation period expires or until Licensee purchases a subscription,whichever occurs first.IF LICENSEE DOES NOT CONVERT LICENSEE'S EVALUATION LICENSE TO A SUBSCRIPTION PRIOR TO EXPIRATION OF THE EVALUATION TERM,ANY CONTENT AND CUSTOMIZATIONS THAT LICENSEE UPLOADED OR MADE DURING THE EVALUATION TERM WILL BE PERMANENTLY LOST.IF LICENSEE DOES E300 Page 10 of 16 02/24/2016 NOT WISH TO PURCHASE A SUBSCRIPTION,LICENSEE MUST EXPORT SUCH CONTENT BEFORE THE END OF LICENSEE'S EVALUATION PERIOD. 2.6 Modifications of Online Services.Esri reserves the right to alter or modify Online Service(s)and related APIs at any time.If reasonable under the circumstances,Esri will provide thirty(30)days'prior notice of any material alterations. 2.7 Discontinuation or Deprecation of Online Services.Esri reserves the right to discontinue or deprecate an Online Service(s)and related API(s)at any time.If reasonable under the circumstances,Esri will provide ninety(90)days'prior notice of any Online Service discontinuation or deprecation.Esri will attempt to support any deprecated APIs for up to six(6)months,unless there are legal,financial,or technological reasons not to support them. 2.8 If any modification,discontinuation,or deprecation of Online Service(s)causes a material,adverse impact to Licensee's operations,Esri may at its sole discretion attempt to repair,correct,or provide a workaround for Online Services.If a viable solution is not commercially reasonable,Licensee may cancel its subscription to Online Services,and Esri will issue a prorated refund. 2.9 Attributions.Licensee may not remove or obscure any trademarks or logos that would normally be displayed through the use of the Online Services without written permission.Licensee must include attribution acknowledging that its application is using Online Services provided by Esri,if attribution is not automatically displayed through the use of Online Services. Guidelines are provided in the Documentation. ARTICLE 3—TERM AND TERMINATION The following supplements Article 5—Term and Termination of the License Agreement: 3.1 Term of Subscriptions.The term of any subscription will be provided in the Ordering Document under which it is purchased or in the Online Services description referenced therein. 3.2 Subscription Rate Changes.Monthly subscription rates may be increased upon thirty(30)days'notice.Esri may increase rates for subscriptions with a term greater than one(1)month by notifying Licensee at least sixty(60)days prior to expiration of the then-current subscription term. 3.3 Service Interruption Online Service(s)may be temporarily unavailable,without prior notice,for any unanticipated or unscheduled downtime or unavailability of all or any portion of Online Services,including system failure or other events beyond the reasonable control of Esri. 3.4 Service Suspension.Esri shall be entitled,without any liability to Licensee,to suspend access to any portion or all of Online Services at any time on a service-wide basis(a)if Licensee breaches the License Agreement;(b)if Licensee exceeds usage limits and fails to purchase additional license capacity sufficient to support Licensee's continued use of Online Services as described in Article 5 of this Addendum;(c)if there is reason to believe that Licensee's use of Online Service(s)will adversely affect the integrity,functionality,or usability of the Online Service(s);(d)if Esri and its licensors may incur liability by not suspending Licensee's account;(e)for scheduled downtime to conduct maintenance or make modifications to Online Service(s);(f)in the event of a threat or attack on Online Service(s)(including a denial-of-service attack)or other event that may create a risk to the applicable part of Online Services;or(g)in the event that Esri determines that Online Services(or portions thereof)are prohibited by law or otherwise that it is necessary or prudent to do so for legal or regulatory reasons.If feasible under these circumstances,Licensee will be notified of any Service Suspension beforehand and allowed reasonable opportunity to take remedial action. 3.5 Esri is not responsible for any damage,liabilities,losses(including any loss of data or profits),or any other consequences that Licensee or any Licensee customer may incur as a result of any Service Interruption or Service Suspension. ARTICLE 4—LICENSEE'S CONTENT,FEEDBACK 4.1 Licensee's Content.Licensee retains all right,title,and interest in Licensee's Content.Licensee hereby grants Esri and Esri's licensors a nonexclusive,nontransferable,worldwide right to host,run,and reproduce Licensee's Content solely for the purpose of enabling Licensee's use of Online Services.Without Licensee's permission,Esri will not access,use,or disclose E300 Page 11 of 16 02/24/2016 Licensee's Content except as reasonably necessary to support Licensee's use of Online Services,respond to Licensee's requests for customer support,or troubleshoot Licensee's account or for any other purpose authorized by Licensee in writing. If Licensee accesses Online Services with an application provided by a third party,Esri may disclose Licensee's Content to such third party as necessary to enable interoperation between the application,Online Services,and Licensee's Content.Esri may disclose Licensee's Content if required to do so by law or pursuant to the order of a court or other government body,in which case Esri will reasonably attempt to limit the scope of disclosure.It is Licensee's sole responsibility to ensure that Licensee's Content is suitable for use with Online Services and for maintaining regular offline backups using the Online Services export and download capabilities. 4.2 Removal of Licensee's Content.Licensee will provide information and/or other materials related to Licensee's Content as reasonably requested by Esri to verify Licensee's compliance with this License Agreement.Esri may remove or delete any portions of Licensee's Content if there is reason to believe that uploading it to,or using it with,Online Services violates this License Agreement.If reasonable under these circumstances,Esri will notify Licensee before Licensee's Content is removed. Esri will respond to any Digital Millennium Copyright Act take-down notices in accordance with Esri's Copyright Policy, available at http://www.esri.com/legal/dmca policy. 4.3 Sharing Licensee's Content.If Licensee elects to share Licensee's Content using Sharing Tools,then Licensee acknowledges that it has enabled third parties to use,store,cache,copy,reproduce,(re)distribute,and(re)transmit Licensee's Content through Online Services.ESRI IS NOT RESPONSIBLE FOR ANY LOSS,DELETION,MODIFICATION,OR DISCLOSURE OF LICENSEE'S CONTENT RESULTING FROM USE OR MISUSE OF SHARING TOOLS OR ANY OTHER SERVICE COMPONENTS.LICENSEE'S USE OF SHARING TOOLS IS AT LICENSEE'S SOLE RISK. 4.4 Retrieving Licensee's Content upon Termination.Upon termination of the License Agreement or any trial,evaluation, or subscription,Esri will make Licensee's Content available to Licensee for download for a period of thirty(30)days unless Licensee requests a shorter window of availability or Esri is legally prohibited from doing so.Thereafter,Licensee's right to access or use Licensee's Content with Online Services will end,and Esri will have no further obligations to store or return Licensee's Content. ARTICLE 5—LIMITS ON USE OF ONLINE SERVICES;SERVICE CREDITS Esri may establish limits on the Online Services available to Licensee.These limits may be controlled through Service Credits. Service Credits are used to measure the consumption of ArcGIS Online services made available through Licensee's account.The maximum Service Credits provided with Licensee's ArcGIS Online account will be addressed in the applicable Ordering Document.Esri will notify Licensee's account administrator when Licensee's Service Credit consumption reaches approximately seventy-five percent(75%)of the Service Credits allocated to Licensee through Licensee's subscription.Esri will notify Licensee's account administrator if Licensee's Service Credit consumption reaches or exceeds one hundred percent (100%).If Licensee's account exceeds one hundred percent(100%)of the available Service Credits,Licensee may continue to access its account;however,Licensee's access to services that consume Service Credits will be suspended.Licensee's access to the services that consume Service Credits will be restored immediately upon the completion of Licensee's purchase of additional Service Credits. ARTICLE 6—ONLINE CONTENT;THIRD-PARTY CONTENT AND WEBSITES 6.1 Online Content.ArcGIS Online Data is included as a component of Online Services and is licensed under the terms of the License Agreement. 6.2 Third-Party Content and Websites.Online Services and ArcGIS Website may reference or link to third-party websites or enable Licensee to access,view,use,and download third-party Content.This Agreement does not address Licensee's use of third-party Content,and Licensee may be required to agree to different or additional terms in order to use third-party Content.Esri does not control these websites and is not responsible for their operation,content,or availability;Licensee's use of any third-party websites and third-party Content is as is,without warranty,and at Licensee's sole risk.The presence of any links or references in Online Services to third-party websites and resources does not imply an endorsement,affiliation,or sponsorship of any kind. E300 Page 12 of 16 02/24/2016 SECTION 2—TERMS OF USE FOR SPECIFIC ONLINE SERVICES The following table is a list of Esri Products that have specific terms of use in addition to the general terms of use as set forth in the General License Terms and Conditions of the License Agreement.Additional terms of use are listed immediately below this table and are referenced by number(s),shown in parentheses,immediately following each Product name in the following table(in some cases,the additional terms of use referenced may be found in a separate Addendum,as noted): • ArcGIS Online(1;2;Addendum 2,Note 1; • Esri Redistricting Online(Addendum 2,Note 1) Addendum 2,Note 6) • Esri MapStudio(4;Addendum 2,Note 1; • Esri Business Analyst Online(3;Addendum 2,Note 1) Addendum 2,Note 9) • Esri Business Analyst Online Mobile(3;Addendum 2, • Navigator for ArcGIS(Addendum 1,Note 14) Note 1) • Esri Community Analyst(3;Addendum 2,Note 1) Notes: • If you do not license any of the Products in the table above,these additional terms of use do not apply to you. • Additional terms of use for Products ONLY APPLY to the Products that reference them by number in the table above. Additional Terms of Use for Products listed above: 1. In addition to the common terms of use of Online Services: a. Licensee may use Licensee's Esri Online Services account to build a Value-Added Application(s)for Licensee's internal use. b. Licensee may also provide access to Licensee's Value-Added Application(s)to third parties,subject to the following terms: i. Licensee may allow Anonymous Users to access Licensee's Value-Added Application(s). ii. Licensee shall not add third parties as Named Users to Licensee's ArcGIS Online account for the purpose of allowing third parties to access Licensee's Value-Added Application(s).This restriction does not apply to third parties included within the definition of Named Users. iii. Licensee shall not provide a third party with access to ArcGIS Online Services enabled through Licensee's ArcGIS Online account other than through Licensee's Value-Added Application(s).This restriction does not apply to third parties included within the definition of Named Users. iv. Licensee is responsible for any fees accrued through the use of Licensee's ArcGIS Online account by third parties accessing Licensee's Value-Added Application(s).This includes Service Credits required to support third-party Online Services usage and any additional subscription fees for Online Services as required. v. Licensee is solely responsible for providing technical support for Licensee's Value-Added Application(s). vi. Licensee will restrict third-party use of Online Services as required by the terms of this Agreement. vii. Licensee may not embed a Named User credential into a Value-Added Application.For ArcGIS Online for Organizations,Education,and Nongovernmental Organization/Nonprofit Organization(NGO/NPO)Plan accounts,an App Login Credential may only be embedded into Value-Added Applications that are used to provide public,anonymous access to ArcGIS Online.Licensee may not embed or use ArcGIS Online App Login Credentials in Value-Added Applications for internal use.Value-Added Applications used internally require Named User login credentials. c. For ArcGIS Online ELA,ArcGIS Online for Organizations,and paid Developer Plan accounts: i. Licensee is also permitted to (1) Charge an additional fee to third parties to access Licensee's Value-Added Application(s),subject to the terms of this License Agreement;and E300 Page 13 of 16 02/24/2016 (2) Transfer Licensee's Value-Added Application(s)to a third party's ArcGIS Online account,subject to the following: (a) Licensee may charge third parties a fee for Licensee's Value-Added Application(s). (b) Licensee is not obligated to provide technical support for the third party's general use of its ArcGIS Online account not related to Licensee's Value-Added Application(s). (c) Licensee is not responsible for any fees accrued through the third party's use of Licensee's Value- Added Application(s)that have been transferred to or implemented on the third party's ArcGIS Online account. (d) Licensee is not permitted to invite licensees of an ArcGIS Online Public Plan to participate in private groups.This restriction also applies to licensees of Education Plan accounts and NGO/NPO Plan accounts. d. For ArcGIS Online Public Plan accounts,Development and Testing Plan accounts,Education Plan accounts,and NGO/NPO use of ArcGIS Online for Organizations accounts:Licensee is not permitted to charge an additional fee to third parties to access Licensee's Value-Added Application(s)or generate more than incidental advertising revenue as a consequence of the deployment or use of the Value-Added Application(s).Charging a fee to access Licensee's Value-Added Application(s)or generating more than incidental advertising revenue requires an ArcGIS 1 Online ELA,ArcGIS Online for Organizations,or paid Developer Plan account. e. For ArcGIS Online Public Plan accounts: i. Public Plan accounts are licensed for the personal use of an individual.Any use of Public Plan accounts by an individual for the benefit of a for-profit business or a government agency is prohibited. • This restriction does not apply to educational institutions when used for teaching purposes only,qualified NGO/NPO organizations,and press or media organizations.Individuals affiliated with these specific types of organization are permitted to use ArcGIS Online Public Plan accounts for the benefit of their affiliated organization(s). ii. Public Plan account Licensees are not permitted to create private groups or participate in any private group created by licensees of ArcGIS Online for Organizations,Education,NGO/NPO,or ELA Plans. f. For ArcGIS Online Development and Testing Plan accounts: i. Subject to the terms of this License Agreement,Licensee is permitted to (1) Allow third parties to access Licensee's Value-Added Application(s)powered by their Development and Testing Plan account,but only if the Value-Added Application(s)is published for public access and is not used for the benefit of a for-profit business or government agency. • This restriction does not apply to educational institutions when used for teaching purposes only, qualified NGO/NPO organizations,and press or media organizations.Individuals affiliated with these specific types of organizations are permitted to use ArcGIS Online Development and Testing Plan accounts for the benefit of their affiliated organization(s). ii. Development and Testing Plan account licensees are not permitted to create private groups or participate in any private group created by licensees of ArcGIS Online for Organizations,Education,NGO/NPO,or ELA Plans. g. For ArcGIS Online paid Developer Plan accounts or Development and Testing Plan accounts: i. Licensee is limited to one million(1,000,000)basemap and one million(1,000,000)geosearch Transactions per month in conjunction with Licensee's account. "Transaction"is defined in the Documentation at ArcGIS Resources at http://links.esri.com/aeol/transactiondef. E300 Page 14 of 16 02/24/2016 h. Licensee is not permitted to be the licensee of an ArcGIS Online account for or on behalf of a third party. This restriction does not apply to education institutions that are permitted to be licensees of ArcGIS Online Public Plan accounts on behalf of registered students of the education institution for teaching purposes only. Education institutions are also permitted to provide access to a single ArcGIS Online Public Plan account to more than one(1)registered student when used for teaching purposes only. i. The terms"Online ELA account," "Organizations Plan account," "Developer Plan account,""Public Plan account," "Development and Testing Plan account,"and"Education Plan account"refer to different types of ArcGIS Online accounts. 2. Terms of Use for ArcGIS Online Services: a. World Geocoding Service:Licensee may not store the geocoded results generated by the service without an ArcGIS Online account. b. Infographics Service:Licensee may use the data accessible through this service for display purposes only.Licensee is prohibited from saving any data accessible through this service. 3. Licensee may not display or post any combination of more than one hundred(100)Esri Business Analyst Online or Esri Community Analyst Reports and maps on Licensee's external websites. 4. Licensee may create,publicly display,and distribute maps in hard copy and static electronic format for news-reporting purposes,subject to any restrictions for ArcGIS Online Data set forth in Addendum 2,Note 1. E300 Page 15 of 16 02/24/2016 ADDENDUM 4 LIMITED USE PROGRAMS (E300-4) This Limited Use Programs Addendum("Addendum 4")applies to any Licensee that has been qualified by Esri or its authorized distributor to participate in any of the programs described herein.This Addendum 4 includes the Licensee's existing master license agreement,if any,or the License Agreement found at http://www.esri.com/legal/software-license(as applicable,the"License Agreement"),which is incorporated by reference.This Addendum 4 takes precedence over conflicting terms of the License Agreement.Esri reserves the right to update the terms from time to time. • Educational Programs(1) • Home Use Program(3) • Grant Programs(2) ■ ArcGIS for Personal Use(4) • Other Esri Limited Use Programs(5) Notes 1. Educational Programs:Licensee agrees to use Products solely for educational purposes during the educational use Term. Licensee shall not use Products for any Administrative Use unless Licensee has acquired an Administrative Use Term 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. Licensee shall not use Products for revenue-generating or for-profit purposes. 2. Grant Programs:Licensee may use Products only for Noncommercial purposes.Except for cost recovery of using and operating the Products,Licensee shall not use Products for revenue-generating or for-profit purposes. 3. ArcGIS for Home Use Program: a. All ArcGIS for Home Use Program Products are provided as Term Licenses and are identified on Esri's Home Use Program website found at http://www.esri.com/software/arcgis/arcgis-for-home or Licensee's authorized distributor's website. b. Esri grants to Licensee a personal,nonexclusive,nontransferable,Single Use License,without the authorization to install or use a second copy,solely to use the Products provided under the ArcGIS for Home Use Program as set forth in the applicable Ordering Documents(i)for which the applicable license fees have been paid,(ii)for Licensee's own Noncommercial internal use,(iii)in accordance with this License Agreement and the configuration ordered by Licensee or as authorized by Esri or its authorized distributor,and(iv)for a period of twelve(12)months unless terminated earlier in accordance with the License Agreement. "Noncommercial"means use in a personal or individual capacity that(i)is not compensated in any fashion;(ii)is not intended to produce any works for commercial use or compensation;(iii)is not intended to provide a commercial service;and(iv)is neither conducted nor funded by any person or entity engaged in the commercial use,application,or exploitation of works similar to the licensed Products. c. Installation Support.Installation Support for a period of ninety(90)days is included with ArcGIS for Home Use. As discussed further on the Esri or authorized distributor's website,Esri provides technical support in response to specific inquiries.Installation Support will apply only to unmodified Software. Software is provided only for standard hardware platforms and operating systems supported by Esri as described in the Software Documentation. Esri is not responsible for making or arranging for updates to interfaces for nonstandard devices or custom applications. Esri Installation Support will be provided in compliance with the Esri ArcGIS for Home Use Installation Support document on the Esri website at http://www.esri.com/-imedia/Files/Pdfs/legal/pdfs/home-use-installation- support.pdf.Esri supports users solely with the installation of Esri Software.Esri's Support website is at http://support.esri.com/en/support.Support provided by an authorized distributor will be in accordance with the distributor's technical support program terms and conditions. 4. Other Esri Limited Use Programs:If Licensee acquires Products under any limited use program not listed above, Licensee'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 Addendum 4.All such program terms are incorporated herein by reference. E300 Page 16 of 16 02/24/2016 • TRAINING TERMS AND CONDITIONS. VA) esri• Under Washington State Master Purchasing Agreement Number All-MST-563 Esri.380 New York St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953 EXHIBIT 2 AUTHORIZED ENTITY ACKNOWLEDGMENT STATEMENT The State of Washington("Customer")shall require Authorized Entities to be contractually bound to the terms of the Master Purchase Agreement All-MST-563 by executing an Authorized Entity Acknowledgment Statement.Customer shall keep a copy of the signed original acknowledgment for its records and forward an original to Environmental Systems Research Institute,Inc.("Esri"),(to the Attention of Matthew Kleinhans,Contracts and Legal Services Department,380 New York Street,Redlands,California 92373-8100 USA). . For avoidance of doubt,Licensee's use of the Training Services,Software,Data,Web Services,and Documentation is subject to the terms of the applicable Training Agreement,License Agreement and Master Purchase Agreement. gat.. Accordingly, ( tj O Jp.Sm flf ("A/uthorized Entity"),as a Licensee,represents it has received and read the Master Purchase Agreement(2010MPA7132/All-MST-563)and understands and agrees to be bound by the terms and conditions contained therein.Authorized Entity acknowledges and agrees that Esri may pursue remedies against Authorized Entity for material breach by Authorized Entity of the Agreement. No other rights are granted to Authorized Entity under this acknowledgment. ACCEPTED AND AGREED: Cs"N Spo 6, 1 VaII e (Authoriz&Entity) Signature: Printed Name: Mar CO-( Title: . -e''" GAY Maer Date: 47 '(2-(446 2010MPA7132 5/31/2011 Morgan Koudelka From: Elise Frechette <EFrechette@esri.com> Sent: Friday,April 22, 2016 9:43 AM To: Morgan Koudelka Subject: RE: Esri Software Quote#20485914 Hi Morgan, Thanks for the clarification(and apologies for the County reference made in error). Since the products/pricing are already public information under the Washington MPA website, it is OK to publish this quote. I believe all you need is Esri's written permission. I've also checked with my internal Corporate Accounts team who has approved this as well. Please let me know if you have any other questions or if I may assist with anything else. Elise Fre /1444t / Contracts and Legal Services Department Environmental Systems Research Institute,Inc. Esri 138o New York Street I Redlands,CA 92373 I USA Phone: 909.793.2853 ext.5213 I Fax: 909.307.3020 email: EFrechette(a esri.com I www.esri.com From: Morgan Koudelka [mailto:mkoudelka@spokanevalley.org] Sent:Thursday,April 21, 2016 4:48 PM To: Elise Frechette<EFrechette@esri.com> Subject: RE: Esri Software Quote#20485914 Elise, We are actually the City of Spokane Valley and our link to the documents search is http://laserfiche.spokanevalley.org/weblink8/Browse.aspx?dbid=0&startid=1&row=1 State law dictates our public records requirements. We provide the online search to allow customers to find their own documents and reduce the number of public record requests the City processes. Typically quotes and bids become public records as they are received. If information is received as part of a bid that is proprietary design then we will withhold the information. If it is requested through a public records request we will provide the third party notification that they have a limited amount of time to file a court injunction to stop the release of information. In this case,the ESRI quote identifies the items we are ordering and amount which we feel is important information to include with the agreement and acknowledgement. We may also include the purchase order when that is processed. I was hoping since you deal with so many governments that you had run across this before. Do you have any suggestions with how to deal with the restriction listed in the terms and conditions of the quote? 1 Thanks. Morgan Mr. Morgan Koudelka Senior Administrative Analyst City of Spokane Valley 11707 E. Sprague Ave., Ste. 106 Spokane Valley, WA 99206 (509) 720-5104 From: Elise Frechette [mailto:EFrechette@ esri.com] Sent: Thursday, April 21, 2016 4:22 PM To: Morgan Koudelka Cc: Gregory Mattis Subject: RE: Esri Software Quote # 20485914 Dear Morgan, We received your email below in regards to posting the quotation online. I assume it is required by law for the County to post their purchases online(please confirm), and that the quotation will be posted here: https://my.spokanecity.org/opendataidocuments/agreements/ Is that accurate? Elis, Freatt4te, Contracts and Legal Services Department Environmental Systems Research Institute,Inc. Esri 138o New York Street I Redlands,CA 92373 I USA Phone: 909.793.2853 ext.5213 I Fax: 909.307.3020 email: EFrechette(&esri.com I www.esri.com From: Morgan Koudelka [mailto:mkoudelka@spokanevallev.org] Sent:Thursday,April 21, 2016 8:32 AM To:Gregory Mattis<GMattisPesri.com> Subject: RE: Esri Software Quote#20485914 Greg, We have a question about the Quotation Terms and Conditions. The second paragraph states that, "This quotation information is proprietary and may not be copied or released other than for the express purpose of the current system selection and purchase. This information may not be given to outside parties or used for any other purpose without written consent from Environmental Systems Research Institute, Inc. (ESRI)." As this purchase is part of a master purchase agreement,we are treating it is a contract and will then scan it and Laserfiche it, making it available to the public. We discussed not including the quote but there would otherwise be no indication of what we are purchasing and what the cost is. Can you please comment as to your thoughts regarding including the quote as a public document? 2 r • MASTER CONTRACT USAGE AGREEMENT This Master Contract Usage Agreement(the"Agreement")is made pursuant to Chapter 39.34 of the Revised Code of Washington,and other applicable laws,by and between the state of Washington(the"State"),acting by and through the Department of Enterprise Services("DES"), an agency of the State,and n k 5 r Kin QarJl,cInd • a state agency,or local or federal agency or entity,or public benefit nonprofit corporation,or any tribe located in the State("Buyer"). 1. Purpose: The purpose of the Agreement is to establish the terms and conditions for when Buyer purchases or acquires goods and services for its direct use under contracts entered into by DES that permit such use("Master Contracts"). 2. Duration: This Agreement will become effective on date of execution,and will continue in foil force and effect until thirty(30)days foilowing receipt of written notice from either party cancelling this Agreement. 3. Agreement Contact Information: Contact person to whom contract documents and related communications are to be mailed or faxed. Organization Name: i✓r-c o Spp&nme \ tdi el Tax Identification Number. REDACTED Unified Business Identifier Required for Non Pref: Contact Name: (10v J G t D oto Title: A 1 net eunit „ A-ee1nintce f, Address:11,o, ag1pr-ct t i.e. /t u ��a''t. 104) City: 14n 7r,. t g n r U Stat W A Zip:°19 A.C.S • Phone Number: Sacl 720 -toi4 14 Email Address:• e ,Gt J o 1Cune_V a.L(ey o,r 4. gancellation of Agreement This agreement can be terminated by eitheVparty upon 30 days written notice provided to DES at: Email to: moua(des.wa.gov OR Mail to: WA Dept of Enterprise Services MCUA,Attn:Kris Gorges P.O.Box 41409 Olympia,WA 98504-1409 5. Financial Responsibility: Buyer will deal directly with the Master Contract contractor, supplier,or service supplier("Contractor")for any purchases Buyer makes pursuant to this Agreement and under a Master Contract. DES does not accept any responsibility,financial or otherwise,for any purchase Buyer makes under a Master Contract This document contains confidential tax information and has been redacted pursuant to RCW 82.32.330. 1 You may petition for a review of our findings pertaining to any redactedor withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. t3-. Z; kNit •ty• ':-�-„sem-�2: k• t 6. Compliance with Other Laws: Each of the parties will comply with all applicable federal, state,and local laws and regulations governing its own purchases. 7. Master Contract Audits: Buyer agrees to cooperate with DES,the Office of the State Auditor,federal officials,or any third party authorized by law,rule,regulation or contract,in any audit conducted by such party related to any Master Contract(s)that Buyer has made purchases from pursuant to this Agreement,including providing records related to any purchase from a Master Contract.In addition,Buyer agrees to provide,upon request from DES,documentation to confirm its eligibility to use Master Contracts. 8. pispute Resolution: If there are any disputes between Buyer and a Contractor,Buyer agrees to(a)provide DES written notice of the nature of the dispute;and(b)unless otherwise provided in the Master Contract or as set forth below,work in good faith with the Contractor to resolve the dispute without the involvement of DES. DES may,upon request,review and assist in the resolution of a dispute,and if DES chooses to do so,the Buyer will cooperate with DES in that resolution process. In its sole discretion,DES may,but is not obligated to,upon written notice to Buyer,resolve disputes with a Contractor on behalf of Buyer and all other state,local,and federal agencies, local governments,and public benefit nonprofit corporations with similar or related disputes • with such Contractor. 9. No Separate Entity: No separate legal or administrative entity is intended to be created by,or for the administration of,this Agreement. 10.{olclHarmless: Each party agrees to defend,indemnify,and hold the other party harmless from any claim arising from such party's sole negligent,reckless,or willful misconduct. I1.Entire Agreement: This Agreement sets forth the entire agreement between the parties,and supersedes any other prior written agreements between the parties,with respect to the subject matter hereof. IN WITNESS WHEREOF the parties having read this Agreement,agree to it in each and every particular,and have executed it below. APPROVED APPROVED WASHINGTON STATE `ne DEPARTMENT OF ENTERPRISE SERVICES OF , er/ Entity Name B.1.617. ' Signature Roselyn Marcus,Assistant Director 11. : H QCga/'1 r dr !u?' Name/Title N fie e)-7f/ za/.F 7 it 13 Date Date / • 2 ►-Eb.U► Agreement Number:X2A. • DES Use Only • • . MASTER CONTRACT USAGE AGREEMENT This Master Contract Usage Agreement(the"Agreement")is made pursuant to Chapter 39.34 of the Revised Code of Washington,and other applicable laws,by and between the state of Washington(the"State"),acting by and through the Department of Enterprise Services("DES"), an agency of the State,and City of Spokane Valley fully Name a state agency,or local or federal agency or entity,or public benefit nonprofit corporation,or any tribe located in the State("Buyer"). I. Purpose: The purpose of the Agreement is to establish the terms and conditions for when . Buyer purchases or acquires goods and services for its direct use under contracts entered into by DES that permit such use("Master Contracts"). 2. Duration: This Agreement will become effective on date of execution,and will continue in full force and effect until'thirty(30)days following receipt of written notice from either party cancelling this Agreement. ac person to whom contract documents and related 3. Agreement Contact Information: Contact communications are to be mailed or faxed. Organization Name: City of Spokane Valley Tax Identification Number: Unified Business Identifier Required for Non-Profit: Contact Name: Chelsie Taylor Title: Interim Finance Director Address: 11707 E. Sprague. Avenue, Suite 106 • City: Spokane Valley State: WA Zip: 99206 Phone Number: 509-720-5027 • Email Address: ctaylor@spokanevalley.org 4. Cancellation of Agreement: This agreement can be terminated by either party upon 30 days written notice provided to DES at: Email to: mcua@des:wa.gov OR Mail to: WA Dept.of Enterprise Services Attn:ACCO P.O.Box 41409 Olympia,WA 98504-1409 5. Financial Responsibility: Buyer will deal directly with the Master Contract contractor, supplier,or service supplier("Contractor")for any purchases Buyer makes pursuant to this Agreement and under a Master Contract. DES does not accept any responsibility,financial or otherwise,for any purchase Buyer makes under a Master Contract. • Agreement Number. DES Use Only 6. Compliance with Other Laws: Each of the parties will comply with all applicable federal, state,and local laws and regulations governing its own purchases. 7. Master Contract Audits: Buyer agrees to cooperate with DES,the Office of the State Auditor,federal officials,or any third party authorized by law, rule,regulation or contract, in any audit conducted by such party related to any Master Contract(s)that Buyer has made purchases from pursuant to this Agreement, including providing records related to any purchase from a Master Contract.In addition, Buyer agrees to provide,upon request from DES, documentation to confirm its eligibility to use Master Contracts. 8. Dispute Resolution: If there are any disputes between Buyer and a Contractor,Buyer agrees to(a)provide DES written notice of the nature of the dispute;and(b)unless otherwise provided in the Master Contract or as set forth below,work in good faith with the Contractor to resolve the dispute without the involvement of DES. DES may,upon request,review and assist in the resolution of a dispute,and if DES chooses to do so,the Buyer will cooperate with.DES in that resolution process. In its sole discretion,DES may,but is not obligated to,upon written notice to Buyer,resolve disputes with a Contractor on behalf of Buyer and all other state, local,and federal agencies, local governments,and public benefit nonprofit corporations with similar or related disputes with such Contractor. 9. No Separate Entity: No separate legal or administrative entity is intended to be created by,or for the administration of,this Agreement. 10.Hold Harmless: Each party agrees to defend,indemnify,and hold the other party harmless • from any claim arising from such party's sole negligent,reckless,or willful misconduct. 11.Entire Agreement: This Agreement sets forth the entire agreement between the parties,and supersedes any other prior written agreements between the parties,with respect to the subject matter hereof. IN WITNESS WHEREOF the parties having read this Agreement,agree to it in each and every particular,and have executed it below. APPROVED APPROVED WASHINGTON STATE Vader DEPARTMENT OF ENTERPRISE SERVICES pry ,a rt L4h< f Entity Name nit Name I cl 11444-111: Signature store9 Farrell Presnell,Assistant Director /4/tie ./7iGl1S�+t / (/4 ty er Name/Title Name/Title Dat /, Date D 2 rldI Col Agreement Number: DES Use Only 6. Compliance with Other Laws: Each of the parties will comply with all applicable federal, state,and local laws and regulations governing its own purchases. 7. Master Contract Audits: Buyer agrees to cooperate with DES,the Office of the State Auditor,federal officials,or any third party authorized by law,rule,regulation or contract,in any audit conducted by such party related to any Master Contract(s)that Buyer has made purchases from pursuant to this Agreement,including providing records related to any purchase from a Master Contract,In addition,Buyer agrees to provide,upon request from DES,documentation to confirm its eligibility to use Master Contracts. • 8. Dispute Resolution: If there are any disputes between Buyer and a Contractor,Buyer agrees to(a)provide DES written notice of the nature of the dispute;and(b)unless otherwise provided in the Master Contract or as set forth below,work in good faith with the Contractor to resolve the dispute without the involvement of DES. DES may,upon request,review and assist in the resolution of a dispute,and if DES chooses to do so,the Buyer will cooperate with DES in that resolution process. In its sole discretion,DES may,but is not obligated to,upon written notice to Buyer,resolve disputes with a Contractor on behalf of Buyer and all other state,local,and federal agencies, local governments,and public benefit nonprofit corporations with similar or related disputes with such Contractor. 9. No Separate Entity: No separate legal or administrative entity is intended to be created by,or for the administration of,this Agreement. 10.Hold Harmless: Each party agrees to defend,indemnify,and hold the other party harmless • from any claim arising from such party's sole negligent,reckless,or willful misconduct. 1 I.Entire Agreement: This Agreement sets forth the entire agreement between the parties,and supersedes any other prior written agreements between the parties,with respect to the subject matter hereof. IN WITNESS WHEREOF the parties having read this Agreement,agree to it in each and every particular,and have executed-it below. APPROVED APPROVED WASHINGTON STATE c ,/���� DEPARTMENT OF ENTERPRISE.SERVICES RC (/ Entity Name nit Name Signatureature , �J,J Farrell Fresnell,Assistant Director "liteC/G�� / day 'U i ff,' Name/Title Name/Title rfjz./zflrs- 1/il< Date Dat 2 MASTER PURCHASE AGREEMENT esri• (EU 1 I1/2006)Under Washington State Master Purchasing Agreement Number Al I-MST S63 Esri,380 New York St.,Redlands,CA 92373.8100 USA•TEL 909.793.2853•FAX 909.793.5953 This Master Purchase Agreement("MPA"or"Agreement")is between the governmental body("Customer")identified below,on behalf of itself and Authorized Entities,and Environmental Systems Research Institute,Inc.("Esri").The Agreement enables Customer to acquire Esri geographic information system Software,Data,Web Services,Documentation, services,or hardware over a defined period of time. This Agreement is comprised of the following documents: 1. Master Purchase Agreement signature page,Ell! 1 1/06 2. State and Local MPA Terms and Conditions,E500 11/06 3. General License Terms and Conditions,E200 4/10 4. Esri Exhibit I,Scope of Use,E300 10/10 5. Esri MPA Price List,E407M 4Q10 6. Esri Client Site Training Terms and Conditions,E207 9/09 The General License Terms and Conditions.E200 4/10 and Esri Exhibit I,Scope of Use,E300 10/10 comprise the License Agreement no. 2010MLA7132:Revisions made to the License Agreement will carry forward to future versions of E200. The parties acknowledge that they have read and understand this Agreement and agree to be bound by the terms and conditions contained herein. This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous agreements.understandings,and arrangements between the parties relating to such subject matter. Any modification(s)or amendment(s)to this Agreement must he in writing and signed by an authorized representative of each party. IN WITNESS W HEREOF,the parties have caused this Agreement to be executed and effective as of the last date written below. ENVIRONM AL, e..TEMS •ESE CH DEPARTMENT OF INFORMATION SERVICES INSTITU ,I . 7 (Customer) . (Esri) By; '74/1 1 4t/rit.ABy: _ Authorized Signatur /� Authonzed Signa . e .�r • Printed Name: (1<e_ l\i cat, t, Printed Name: . , .. . Title: Title: )/L(1-Tb /-. Manager,DomesticCOntracts Date: f^30 —1 i' Date: SEP Customer Contact Information Contact: Kari Inman Telephone:(360)407-8710 Address: 1500 Jefferson Street City,State,ZIP:Olympia,WA 984504 E-mail:kari@dis.wa.gov • MUM IM Page I of l 11/2006 2010MPA7132 Tj11 9.21.2011 • STATE AND LOCAL MPA TERMS AND CONDITIONS ° es�'• (E50011l2006)Under Washington State Master Purchasing Agreement Number Al l-MST-563 Esri,380 New York St.,Redlands,CA 92373.8t00 USA•TEL 909-793-2853•FAX 909-793-5953 ARTICLE 1—DEFINITIONS All definitions in other parts of the MPA shall have the same meaning in this Esri MI'A Terms and Conditions.In addition. the following definitions apply to this MPA: a. "Authorized Entity"means Washington State agencies,government institutions,and political subdivisions(e.g., counties,cities,public utility districts)as set forth in the interlocal Cooperation Act,chapter 39.34 RCW,authorized by Customer to acquire Software,Data.Web Services,Documentation,or products under this Agreement and has read and signed the Authorized Entity Acknowledgment Statement(Exhibit 2)as required in Article 7.School districts,federal entities and public benefit non-profits arc not eligible and will enter into a separate contract with Esri to establish an agreement designed specifically for those categories of users. b. "License Agreement" means the General License Terms and Conditions(E200)and Exhibit I,Scope of Use (E300). c. "Licensee" means the entity permitted to access and use Software,Data,Web Services and Documentation. "Licensee"means the Authorized Entity or Customer ARTICLE 2—TERM OF AGREEMENT Licensee's right to purchase under this Agreement shall remain in effect for two(2)years from the effective date unless terminated earlier as set forth in Article 5—Termination;Cancellation.The term may be extended upon mutual written agreement.The term of any Software.Data,or Web Services licenses ordered through this Agreement shall be as stated in the License Agreement. ARTICLE 3—PRODUCT OFFERINGS 3,1 Discontinued Items.Esri may,at its sole discretion,discontinue offering any Software,Data,Web Services, Documentation,or other product and services included in this Agreement at any time upon reasonable written notice. 3.2 New Items.Esri may,at its sole discretion,offer new Software,Data,Web Services,Documentation,hardware,services, or larger quantity discount pricing by providing written notice.Esri may require additional license terms prior to use of new Software,Data;Web Services.Documentation,hardware,or services.Such notice shall become part of this Agreement upon (i)ordering Software,Data,Documentation,Web Services,hardware,or services covered by the notice or(ii)thirty(30)days after Licensee's receipt of notice,whichever is sooner.Licensee may object in writing to the terms of the notice prior to the occurrence of(i)or(ii).Any objections or changes to the terms in the notice shall require written agreement of both parties. ARTICLE 4—GRANT OF LICENSE AND SCOPE OF USE The license grant and permitted uses specified in Article 3 and Article 4 of the License Agreement are restricted to use within the United States of America,its possessions,and territories.For Internet,mapping Software,the server must be located within the United States of America,its possessions,and territories. ARTICLE 5—TERMINATION;CANCELLATION 5.1 Termination a. Termination for Convenience.This Agreement may be terminated by either party upon forty-five(45)days'written notice. Esri,at its sole election,may terminate the right of any Authorized Entity to participate in this Agreement in accordance with this provision without terminating this Agreement with respect to Customer or any other Authorized Entity.Esri will notify Customer when an Authorized Entity is terminated. t5(XIM Parc I of 5 11/2(106 201UM1'A7132 Tjt1 9.21.2011 b. Termination for Breach.Without prejudice to any other right or remedy available,this Agreement may be terminated for breach provided the breaching party is given forty-five days'written notice and opportunity to cure.If a breach is caused by Licensee's disclosure of any trade secret or other information proprietary to Esri in breach of this Agreement, termination of this Agreement shall be effective upon written notice to Customer.Esri,at its sole election,may terminate the right of any Authorized Entity to participate in this Agreement in accordance with this provision without terminating this Agreement with respect to Customer or any other Authorized Entity.Termination of the License Agreement with a Licensee shall be conducted in accordance with Article 5—Term and Termination of the E200 General License Terms and Conditions. c. Termination for Withdrawal of Authority.In the event thatthe authority of the Customer to perform any of its duties is withdrawn,reduced,or limited in any way after the commencement of this Agreement and prior to normal completion, the Customer may terminate this Agreement under the.Termination for Convenience section.No penalty shall accrue to the Customer for exercising its rights under this section.This section shall not be construed to permit the Customer to terminate this Agreement to acquire similar products from a third party.Effective October I,2011 Customer's interest in this Agreement will be assigned to the Department of Enterprise Services(See ESSB593I).Thereafter,by mutually signed written amendment only,Customer may assign its rights and responsibilities under this Agreement;provided that such assignee is bound by the terms of this Agreement and has the authority to enter into an Agreement on behalf of the Authorized Entities. d. Termination for Non-Allocation of Funds.If funds are not allocated to continue this Agreement in any future period, the Customer may terminate this Agreement and will not be obligated to procure additional products.For avoidance of doubt,the Customer and/or the Authorized Entities are not obligated to procure a minimum quantity or minimum dollar- value of products to maintain this Agreement. e. Termination for Conflict of Interest.Customer may terminate this Agreement by written notice to Esri if Customer • determines,after due notice and examination,that any party has violated chapter 4252 RCA',Ethics in Public Service or any other laws regarding ethics in public acquisitions and procurement and performance of contracts. f. Licensee Obligations Upon Termination.On termination of this Agreement.all accounts and payments will be processed according to financial arrangements set forth herein for performance rendered to the date of termination.After termination,Licensee shall no longer be permitted to place orders under this Agreement. g. License Survival.Upon expiration of this Agreement or voluntary termination of this Agreement for the convenience of Licensee,Licensee may continue to retain and use such licensed Software,Data,Web Services,and Documentation in accordance with the License Agreement.Licensee may then directly and separately contract for Software maintenance pursuant to the applicable procurement authority. 5.2 Cancellation of an Order.Purchase orders may be canceled by Licensee in whole or in part,upon forty-five(45)days' written notice to Esri.There will be no cancellation charge for canceled Software,Data,or Documentation unless such Software,Data,or Documentation has been delivered.if the Software,Data,or Documentation has been shipped,the cancellation will require Licensee payment of return shipping costs. Licensee has the right to cancel hardware purchases forty-five(45)days prior to scheduled delivery without cost.After hardware delivery or within forty-five(45)days of scheduled delivery,cancellation of the hardware purchase is subject to a manufacturer cancellation charge not to exceed thirty-five percent(35%)of hardware list price unless payment is not required under a different section of the Agreement such as Termination for Non Allocation of Funds. There are no refunds for cancellation of a subscription or maintenance if the term for the subscription or maintenance has started. ARTICLE 6—FUNDING;NO MINIMUM PURCHASE 6.1 Funding.Where the financial obligations of Licensee payable after the current fiscal year are contingent upon funds being appropriated,budgeted,or otherwise niade available,and the funds are not appropriated or otherwise made available, this Agreement may he terminated as set forth in Article 5. • 6.2 No Minimum Purchase.Neither the Customer nor the Authorized Entity is required to make a minimum purchase under this Agreement. • ARTICLE 7—ORDERS 7.1 Licensee Purchase Orders.The Customer shall issue purchase orders to Esri for Software,Data.Web Services, Documentation,services,or hardware based on the pricing specified in this Agreement on behalf of Authorized Entities. • E500M Page 2 of 5 11/2006 2010MPA7112 Tjti 9.21.201 t Customer should confirm hardware pricing and model availability with Esri prior to the Customer placing a purchase order. The terms and conditions of this Agreement shall govern all orders issued by the Customer and will flow through to the Licensee.Customer is only responsible to provide access to the most current copy to Licensee.Customer is not liable for Licensee compliance. Any additional or different tenns included with an order shall require approval by Esri via a written modification to this Agreement to be binding.Esri will not take any orders directly from Authorized Entities for this Agreement.Esri shall accept Customer purchase orders as order documents only from Customer.Properly completed purchase orders must be processed by Esri within five(5)business days of receipt of purchase order.For order documents that are not properly completed.Esri will endeavor to notify Customer of those errors within two(2)business days.Once Customer corrects order document errors and submits corrected order documents to Esri,Esri must use corrected orders to submit orders within five(5)business days of receipt of the corrected order.Esri shall accept only purchase orders originating from Customer. Prior to any purchase by Customer on bclialf of an Authorized Entity,Customer shall provide each such Authorized Entity with a copy of the Authorized Entity Acknowledgment Statement(Exhibit 2).Such Authorized Entity is required to return a signed Authorized Entity Acknowledgment Statement to Customer and Customer will then send a copy to Esri with each purchase order. 7.2 Purchase Order Requirements.The following information shall be included in each purchase order: a. Name or identification of Licensee.place of delivery,and the end user name and contact information b. Purchase order number c. Date delivery is requested(minimum thirty[30]days after Esri receipt of order) d. Primary site for maintenance if primary maintenance is nor ordered e. Quantity,description,and unit price f. On the face of the purchase order,print the following statement:"Subject to Master Purchase Agreement No.20lOMPA7132.No other terms shall apply." g. A signed copy of the Authorized Entity Acknowledgment Statement. 7.3 Additional Quotes.Licensee may request a quote for any new or unlisted Software,Data.Web Services,services,or hardware and issue a purchase order under this Agreement.Esri may require additional license terms for use of the new or unlisted Software,Data,Web Services,services,or hardware. 7.4 Authorized Entity.An Authorized Entity may order or acquire Software,Data,Web Services,Documentation; hardware,services,or maintenance subject to this Agreement.Authorized Entities will be required to assent to the terms of this Agreement.Esri shall not fill any purchase orders that do not adequately provide the information identified in section 7.2. 6.5 Registration/Keycode Request.To activate Software subject to a License Manager,Licensee may be required to register or obtain a keycode through Esri's Web site at myEsri.com or through Esri's Customer Service Department, ARTICLE 8—INDIVIDUAL CUSTOMER Each Authorized Entity shall follow the terms and conditions of the License Agreement as documented in the Authorized Entity Acknowledgment Statement and all applicable licenses;and they will have the sante rights and responsibilities for their purchases as the Customer,including but not limited to,any indemnity or to recover any costs allowed in the contract for their purchases.Each Authorized Entity will be responsible for its own charges,fees,and liabilities.The Contractor will apply the charges and invoice to each Authorized Entity individually. ARTICLE 9—PRICING 9.1 Pricing.Esri will provide Software,Data,Web Services,Documentation,maintenance,and support specified at the prices incorporated into this Agreement.The specified prices stated in the incorporated Esri Price List are exclusive of shipping,installation,and applicable taxes.Esri may update the pricing no more than twice each calendar year upon at least forty five days prior written notice to Customer,.which shall include an updated Price List.Esri may elect to adjust the discounted price level,should total orders for licenses,training,consulting,or custom application development not exceed fifty thousand dollars($50,000.00)per year or one hundred thousand dollars($100.000.00)for any two(2)-year period. 1:5tx1M Page 3 of 5 11/2006 2010MPA7132 Tj[t 9.21.2011 9.2 Hardware.Hardware purchases will be processed in accordance with procedures in Article 12,Hardware Purchases.Esri is subject to hardware vendors'price fluctuations;however,Esri shall provide a firm quote for hardware valid for sixty(60) to ninety(90)days upon written request.Prior to placing orders,Licensee shall confirm delivery dates with Esri's hardware manager,at the contact information provided below: Name:Dean Garver Address:380 New York St Redlands,California 92373 Phone:909.793.2853 ext 444I Email:dgarncr@esri.com 9.3 Invoicing.The Authorized Entity will place the order with Customer;Esri will only accept orders from Customer and not directly from an Authorized Entity.Esri will provide a spreadsheet with the discounted pricing for Customer within 30 days of the Effective Date and no more than once each calendar quarter.Customer will post the pricing on its website after including an additional 1%contract fee.to be collected by Customer. In general,the pricelist will reflect a discount of 14%.In some instances(identified by"a"on the pricelist),the 14%discount does not apply due to a pricing conflict with Esri's GSA schedule.Esri will offer these products to Customer at Esri's GSA equivalent price.Products which incur extensive royalties or other costs(identified by"*"on the pricelist)to Esri will not be discounted,but will he available for purchase by the Customer at Esri's Commercial List Price. 9.4 Training Services.Training will be provided in accordance with the policies defined under"Education and Training"at www.esri.com and the Esri Client Site Training Terms and Conditions(E207)incorporated herein.Training prices are subject to annual escalation,not to exceed seven and one-half percent(7.5%)in January of each year. 9.5 Freight.Freight terms are FOB Origin with freight charges prepaid and added to tie invoice.Standard shipping is by two(2)-day air via UPS or equivalent carrier.Expedited express delivery for Software can be arranged.Shipping and handling charges may be confirmed in advance;the Esri invoicing program will incorporate the current fees automatically.There may be periodic changes due to fluctuations in the transportation industry fees. 9.6 Overpayment to Esri.Esri shall refund to Customer the full amount of any erroneous payment or overpayment under this Agreement within thirty(30)days' written notice. 9.7 Advance Payment Prohibited.No advance payment except for maintenance or subscription based Term Licenses shall be made for the products furnished by Esri under this Agreement.Maintenance or subscription based Term Licenses shall be billed no more than twelve months in advance of the effective date. ARTICLE 10—MAINTENANCE Esri will provide maintenance,comprised of updates and technical,support as specified in the latest software maintenance program found on the Esri Web site at http://esri.com/legal/maintenance. Maintenance is generally offered on an annual basis.Upon expiration of any complimentary maintenance year or any subsequent maintenance term,Licensee may issue a purchase order under this Agreement for renewal of maintenance at the terms and pricing then in effect.Upon acceptance of an Esri quotation,the purchase order shall be issued in advance or no later than concurrent with the start of the present maintenance term.If maintenance lapses,Licensee must pay maintenance reinstatement fees equivalent to the amount of back maintenance fees that would have been due from the end of the last maintenance period to the reinstate of maintenance. ARTICLE 11—TERMS OF COMPENSATION AND ACCEPTANCE 11.1 Terms of Compensation.Software,Data,Documentation,and hardware will be invoiced one-hundred percent(100%) upon receipt.Web Services will be invoiced one-hundred percent(100%)upon issuance of access codas.Software and hardware installation and training services,as applicable,will be invoiced upon completion.Licensee agrees to pay each invoice in full within thirty(30)days of receipt of a valid invoice.Any payment made in advance is made in good faith that Esri will successfully perform its obligations according to the applicable warranty section or Maintenance terms. E500M Page 4 of 5 11/21106 2010MPA7132 Tj13 9.21.2011 11.2 Acceptance.Unless rejected in writing,acceptance of any shipment of Software,Data,Documentation,and hardware shall be presumed to have occurred fifteen(15)days after shipment by Esri.Acceptance of Web Services occurs upon issuance of access codes.If Esri installation is ordered,acceptance occurs upon completion of Esri Software installation and testing,unless rejected in writing. 11.3 Rejection of Order.Esri may reject any purchase order if Licensee fails or refuses to pay any license or service fee due and payable. ARTICLE 12—HARDWARE PURCHASES 12.1 Hardware Purchase Procedures.Esri is a value-added hardware reseller.Licensee acknowledges that Esri is restricted from selling hardware to any user who has not licensed Software. Esri shall provide hardware prices by written quotation prior to issuance of an order.Esri will order hardware upon receipt of • Licensee's purchase order. 12.2 Responsibilities a. Licensee Responsibilities.Licensee shall designate a person to act as its system administrator.Prior to the start date for • installation,Licensee shall,at its own expense,prepare the designated site in accordance with the hardware manufacturer's or third party vendor's("Vendor's")specifications.These preparations shall include installation of • appropriate electrical wiring,air conditioning,heating,humidity control,lighting,and space for hardware components. b. Esri Responsibilities.Esri shall coordinate the shipping,insurance,and delivery of the various hardware components including communication with Licensee regarding appropriate logistics. 12.3 Manufacturer's Warranty and Infringement Indemnity.Esri will pass through any hardware warranty and infringement indemnity from each respective manufacturer directly to Licensee.The Vendor's hardware is not designed for use in fail-safe environments or mission-critical applications such as.but not limited to,running nuclear operations. airport/aircraft control systems,or 911 emergency and life support response systems. THE WARRANTIES AND INDEMNITIES SET FORTH IN THIS SECTION 12.6 FOR HARDWARE ARE IN LIEU OF, AND THIS AGREEMENT EXCLUDES,ALL OTHER WARRANTIES,EXPRESS OR IMPLIED,ORAL OR WRITTEN, INCLUDING,WITHOUT LIMITATION,(i)ANY WARRANTY THAT THE HARDWARE IS FAULT-FREE,WILL OPERATE WITHOUT INTERRUPTION,OR IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS;AND(ii)ANY AND ALL WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,NONINTERFERENCE,SYSTEM INTEGRATION,AND NONINFRINGEMENT. ARTICLE 13—GENERAL PROVISIONS • 13.1 Order of Precedence.The General Provisions and Limitations of Liability provisions of the License Agreement shall apply to the entire Agreement unless specifically stated otherwise and are supplemented by the provisions set forth in this Article 13.In the event of a conflict between the terms of documents in this Agreement,the documents will have the following precedence:(i)Esri MPA Terms and Conditions(E500),(ii)the License Agreement,(iii)the Customer Software, Technical Data,and Assistance License Addendum,and(iv)the Esri Client Site Training Terms and Conditions. 13.2 Notice.Notice required or contemplated by either party must be delivered in person or by courier,express mail, facsimile,or postage-prepaid certified or registered airmail addressed to the party for whom it is intended at the address specified herein.Either party may change its address by giving prompt written notice to the other party of the change. Licensee Contact: Esri Contact: See signature page(E111) Manager,Contracts and Legal Services Esri 380 New York Street Redlands.CA 92373-8100 Phone:909-793-2853 Fax:909-307-3020 1.51$1M Page 5 of 5 11/2006 20tOMPA7132 Tjn 9.21.2011 GENERAL LICENSE TERMS AND CONDITIONS (E200 04/19/2010) esri. Under Washington State Master Purchasing Agreement Number A l I-MST-563 Esd,380 New Yolk St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953 ARTICLE 1—DEFINITIONS Definitions.The terms used are defined as follows: a. "Beta"means any alpha,beta,or prerelease Software,Data,Documentation,or Web Services. b. "Data" means any Esri or third-party digital datasets)including,but not limited to.geographic vector data coordinates,raster,reports,or associated tabular attributes,licensed under this License Agreement. c. "Documentation"means all printed and digital materials including,but not limited to.help files,user reference documentation,training documentation,or technical information and briefings. d. "Samples"means sample code,sample applications,add-ons,or sample extensions of Software,Data, Documentation,or Web Services. e. "Software"means all or any portion of Esri's proprietary software technology accessed or downloaded from an Esri authorized Web site or delivered on any media in any format including backups,updates,service packs,patches,hot fixes,or permitted merged copies. f. "Term License"means licenses provided for use in a limited time period or on a subscription or transaction basis. g. "Web Services"means software services or Esri or third-party data provided by Esri that perform geographic information system(GIS)functions,tasks,or data services and are accessed over the Internet. ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP Software,Data,Web Services,and Documentation are licensed and not sold.Esti and its licensors own Software,Data,Web Services,Documentation,and all copies,which arc protected by United States and applicable international laws,treaties,and conventions regarding intellectual property and proprietary rights including trade secrets.Licensee agrees to use reasonable means to protect Software,Data,Web Services,and Documentation from unauthorized use,reproduction,distribution,or publication.Esri and its third-party licensors reserve all rights not specifically granted in this License Agreement including the right to change and improve Web Services. ARTICLE 3—GRANT OF LICENSE 3.1 Grant of License.Subject to the terms of this License Agreement,Esri grants to Licensee a personal,nonexclusive, nontransferable License solely to a. Use the type and number of copies of Software,Data,and Documentation and access Web Services(i)for which the applicable license fees have been paid.(ii)for Licensee's own internal use,and(iii)in accordance with Exhibit i and the licensed configuration on file as authorized by Esri. b. Access and use any secure Esri Web site resources made available to Licensee for Licensee's own internal use, provided that Licensee follows Fsri's terms of use policy specified therein.All password or controlled access information provided by Esri shall be treated as Esri confidential information. 3.2 Beta License.Licensee may be accepted into a current Beta Testing Program. a. If Licensee is accepted into the Beta Testing Program,Esri will provide to Licensee access to Beta and will grant Licensee a personal,nonexclusive,nontransferable,royalty-free Term License to use Beta at the authorized and identified test sites solely for the purpose of testing Beta as delivered,in accordance with the Beta Testing Program guidelines and the terms of this License Agreement.This grant of license is effective from the date Licensee is accepted into the program or date of receipt of any Beta until the date of the commercial release of Software from Esri Customer Service or the date of termination of the Beta Testing Program for the specific Beta,whichever is sooner. b. Licensee agrees to provide suggestions or comments regarding performance,usability or effectiveness,bug reports, test reports,or other feedback(collectively,"Feedback")to Esri with respect to Beta. E20OM Page I of 6 04/19/2010 2010M1.A7132 1 i0 9,21.2011 c. Licensee grants to Esri the right to freely use,share,disclose,reproduce.license,distribute and otherwise publicly display and perform any Feedback provided to Esri by Licensee.Licensee will not provide Feedback that Licensee knows or reasonably should have known contains content subject to license or use restrictions. d. Bela and Feedback contain confidential information and trade secrets that arc proprietary to Esri.To the extent permitted by law.Licensee agrees to use commercially reasonable means(at least as great as those used by Licensee for its own confidential information)to maintain the integrity,confidentiality,and Esri proprietary rights in Beta and Feedback.Licensee may not share or release Feedback or results of Beta testing with any third party. e. Beta is subject to change prior to its commercial release or may never be commercially released.Licensee acknowledges that Beta is not suitable or licensed for full use in any production system and accepts all responsibility for use and any results generated. 3.3 Evaluation License.Esri may from time to time offer Term License(s)for Software,Data,Web Services,or Documentation for Licensee's evaluation only. 3.4 Consultant or Contractor Access.Subject to Section 3.1,Esri grants Licensee the right to provide access to and use of Software,Data.Web Services,or Documentation to any consultant or contractor of Licensee exclusively for the benefit of Licensee. Licensee shall be solely responsible for compliance by consultants and contractors with this License Agreement. Access to or use of Software,Data,Web Services,and Documentation by consultants or contractors not exclusively for the benefit of Licensee is prohibited. ARTICLE 4-SCOPE OF USE 4.1 Permitted Uses a. Licensee may install and store Software,Data,and Documentation on electronic storage device(s). b. Licensee may make one(1)copy of Software,Data,and Documentation for archival purposes.Licensee may make routine computer backups. c. Licensee may customize Software using any(i)macro or scripting language,(ii)published application programming interface(API),or(iii)source or object code libraries,but only to the extent that such customization is described in Documentation. d. Licensee may use,copy,or prepare derivative works of Documentation supplied in digital format and thereafter reproduce,display,and redistribute the customized documentation only for Licensee's own internal use.Portion(s)of Documentation supplied in digital format merged with other software and printed or digital documentation are subject to this License Agreement.Licensee shall include the following copyright attribution notice acknowledging the proprietary rights of Esri and its licensors:"Portions of this document include intellectual property of Esri and its licensors and arc used herein under license.Copyright O[insert the actual copyright dates)from the source materials]Esri and its licensors.All rights reserved." c. As part of Licensee's own internal use,Licensee may provide its maps and digital images to other agencies of state government and other tax-supported entities,provided no one other than the Licensee has access to the Software,Data, Web Services or Documentation without prior written permission from Esri.. 4.2 Uses Not Permitted a. Except as provided herein,Licensee shall not sell,rent,lease,sublicense.lend,assign,or time-share Software,Data, Web Services,or Documentation.Licensee shall not act as a service bureau or commercial application service provider (ASP)that allows third-party access to Software,Data,Web Services,and Documentation. Except as mutually agreed to in a written amendment for a specific product,Licensee shall not use Software,Data,Web Services,or Documentation for a site or service and operate the site or the service for a profit or generate revenue through direct or indirect methods (e.g.,advertising or by charging for access to the site or service). b. Except as provided herein,Licensee shall not redistribute Software,Data,or Web Services to third parties,in whole or in part,including,but not limited to,extensions,components,or DLLs. c. Licensee shall not reverse engineer,decompile,or disassemble Software,Data,Web Services,or Documentation except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction. d. Except to the extent that applicable law prohibits this restriction,Licensee shall not make any attempt to circumvent the technological measure(s)that controls access to or use of Software,Data,Web Services,and Documentation. E2011M Page 2 of 6 04/19/2010 2010MLA7I32 TjB 9.21.2011 • c. Except as provided herein,Licensee shall not redistribute Software activation number(s),registration number/license authorization file(s),developer license file(s),or Web Services access codes to third parties.For avoidance of doubt,this does not preclude Customer or a broker used by Customer to procure Software,Data.Web Services,and Documentation on behalf of Authorized Entities. f. Licensee shall not use Software or Web Services to transfer or exchange any material where such transfer or exchange is prohibited by intellectual property laws or any other applicable laws. g. Licensee shall not remove or obscure any Esri or its licensors'patent,copyright,trademark,or proprietary rights notices contained in or affixed to Software,Data,Web Services,or Documentation. h. Licensee shall not unbundle individual or component parts of Software or Data for independent use. i. After a reasonable transition period,Licensee shall not use an older version of the Software that Licensee has updated to a newer version.Licensee shall not use more Software licenses at any given time than the total quantity in Licensee's licensed configuration on file with Esri. ARTICLE 5—TERM AND TERMINATION This License Agreement is effective upon acceptance.This License Agreement and any licenses granted hereunder shall continue until(i)such time that Licensee elects in writing to discontinue use of Software.Data,Web Services,or Documentation and terminates the license;(ii)expiration of a Term License;or(iii)either party terminates the license for a material breach that is not cured within ten(10)days of written notice to the other party,except that termination is immediate for a material breach of a nature that is impossible to cure.Upon termination of a license.Licensee shall(i)cease access and use of Web Services and clear Web Services client-side data cache and(ii)cease use,uninstall,remove,and destroy all Software,Data,and Documentation and any whole or partial copies,modifications,or merged portions in any form and execute and deliver evidence of such actions to Esri. ARTICLE 6—LIMITED WARRANTIES AND DISCLAIMERS 6.1 Limited Warranties.Except as otherwise provided in this Article 6,Esri warrants that(i)the unmodified Software will substantially conform to the published Documentation and(ii)media on which the Software, Data.and Documentation are provided will be free from defects in materials and workmanship under normal use and service for a period of ninety(90)days from the date of receipt. 6.2 Data and Web Services Disclaimer.Data and Web Services may contain some nonconfornuties,defects,errors,or omissions.THE DATA AND WEB SERVICES ARE PROVIDED"AS IS"WITHOUT WARRANTY OF ANY KIND. Without limiting the generality of the preceding sentence,Esri and its licensors do not warrant that Data and Web Services will meet Licensee's needs or expectations,that the use of Data and Web Services will be uninterrupted,or that all nonconfornuties can or will be corrected.Esri and its licensors are not inviting reliance on Data or Web Services,and Licensee should always verify actual Data or Web Services. 6.3 Special Disclaimer.SAMPLES,HOT FIXES,PATCHES,EVALUATION SOFTWARE,AND BETA ARE DELIVERED"AS IS"WITHOUT WARRANTY OF ANY KIND.LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SAMPLES,HOT FIXES,PATCHES,EVALUATION SOFTWARE,AND BETA. 6.4 Internet Disclaimer.THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT(i)THE INTERNET IS NOT A SECURE INFRASTRUCTURE,(ii)THE PARTIES HAVE NO CONTROL OVER THE INTERNET,AND(iii)NONE OF THE PARTIES SHALL BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE WEB SERVICE. 6.5 General Disclaimer.EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES,ESRI DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND,WHETHER EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,SYSTEM INTEGRATION,AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.ESRI DOES NOT WARRANT AND DISCLAIMS THAT SOFTWARE,DATA,WEB SERVICES,OR DOCUMENTATION WILL MEET LICENSEE'S NEEDS;THAT LICENSEES OPERATION OF THE SAME WILL BE E200M Page 3 of 6 114/19/2010 2010MIA7132 TJB • 9.21.2011 UNINTERRUPTED,ERROR-FREE,FAULT-TOLERANT,OR FAIL-SAFE;OR THAT ALL NONCONFORMITLES CAN OR WILL BE CORRECTED.SOFTWARE.DATA,WEB SF.RVICES,AND DOCUMENTATION ARE NOT DESIGNED,MANUFACTURED,OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO DEATH,PERSONAL INJURY,OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE.ANY SUCH USE SHALL BE AT LICENSEES OWN RISK AND COST. 6.6 Exclusive Remedy.Licensee's exclusive remedy and Esri's entire liability for breach of the limited warranties set forth in this Article 6 shall be limited,at Esri's sole discretion,to(i)replacement of any defective media;(ii)repair,correction,or a workaround for Software subject to the Esri Maintenance Program found at www.esri.corm/legal/maintenance.html;or (iii)return of the license fees paid by Licensee for Software or Documentation that does not meet Esri's limited warranty, provided that Licensee uninstalls,removes,and destroys all copies of Software or Documentation and executes and delivers a letter stating the actions taken to uninstall and remove to Esri. ARTICLE 7—LIMITATION OF LIABILITY 7.1 a Disclaimer of Certain Types of Liability.SSRI AND ITS LICENSORS SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES:LOST PROFITS,LOST SALES,OR BUSINESS EXPENDITURES:INVESTMENTS;BUSINESS COMMITMENTS;LOSS OF ANY GOODWILL;OR FOR ANY INDIRECT,SPECIAL,INCIDENTAL;OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF SOFTWARE,DATA,WEB SERVICES,OR DOCUMENTATION,HOWEVER CAUSED ON ANY THEORY OF LIABILITY,WHETHER OR NOT ESRI OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 7.1 b EXCEPT FOR LICENSEE'S INFRINGEMENT OR MISAPPROPRIATION OF FSRI'S OR ESRI'S LICENSORS' INTELLECTUAL PROPERTY RIGHTS,IN NO EVENT SHALL LICENSEE BE LIABLE FOR CONSEQUENTIAL INCIDENTAL,INDIRECT.OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. 7.2 a General Limitation of Liability.EXCEPT AS PROVIDED IN ARTICLE 8—INFRINGEMENT INDEMNITY ESRI'S TOTAL CUMULATIVE LIABILITY HEREUNDER TO LICENSEE,FROM ALL CAUSES OF ACTION OF ANY KIND,INCLUDING.BUT NOT LIMITED TO,CONTRACT,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY,BREACH OF WARRANTY,MISREPRESENTATION,OR OTHERWISE,SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE FOR SOFTWARE,DATA,WEB SERVICES.OR DOCUMENTATION PURSUANT TO THIS LICENSE AGREEMENT. 7.2 b EXCEPT FOR DAMAGES FOR LICENSEE'S INFRINGEMENT OR MISAPPROPRIATION OF ESRI OR ITS LICENSOR'S INTELLECTUAL PROPERTY RIGHTS,LICENSEE'S BREACH OF ARTICLE 3-GRANT OF LICENSE, ARTICLE 4-SCOPE OF USE,ARTICLE 9.3-EXPORT CONTROL REGULATIONS,IN NO EVENT WILL LICENSEE'S TOTAL CUMULATIVE LIABILITY HEREUNDER,FROM ALL CAUSES OF ACTION OF ANY KIND EXCEED THE AMOUNTS PAID AND/OR OWED TO ESRI BY LICENSEE FOR SOFTWARE,DATA,WEB SERVICES OR DOCUMENTATION PURSUANT TO THIS LICENSE AGREEMENT. 7.3 Applicability of Disclaimers and Limitations.Licensee agrees that the limitations of liability and disclaimers set forth in this License Agreement will.apply regardless of whether Licensee has accepted Software.Data.Web Services.or Documentation or any other product or service delivered by Esri.The parties agree that Esri has set its fees and entered into this License Agreement in reliance on the disclaimers and limitations set forth herein,that the same reflect an allocation of risk between the parties,and that the same form an essential basis of the bargain between the parties.THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. E200M Pagr 4 of 6 04/19/2010 2010MLA7132 Tilt 9.21.2011 ARTICLE 8—INFRINGEMENT INDEMNITY 8.1 Esri shall defend,indemnify,and hold harmless Licensee from and against any loss,liability,cost,or expense,including reasonable attorneys'fees,which may be incurred by Licensee against any claims,actions,or demands by a third party alleging that Software infringes a U.S.patent,copyright,or trademark.provided a. Licensee promptly notifies Esri in writing of the claim b. Licensee.provides documents clearly describing the allegations of infringement; c. The Licensee uses best efforts to encourage the Office of the Washington Attorney General to provide approval to Esri to defend Licensee,which a decision shall he timely given so as not to prejudice Esri's ability to defend the claim. (I. Upon approval by the Office of the Washington Attorney General,Esri will have sole control of the defense of any actions and negotiations related to the defense or settlement of any claim and will provide updates to the Office of the Washington Attorney General,as may he reasonably requested by Licensee;and c. Licensee cooperates fully in the defense of the claim. 8.2 If Software is found to infringe a U.S.patent,copyright,or trademark,Esri,at its own expense,may either(i)obtain. rights for Licensee to continue using Software or(ii)modify the allegedly infringing elements of Software while maintaining substantially similar software functionality or data/informational content.If neither alternative is commercially reasonable. the infringing item(s)shall he returned to Esri,the license shall terminate,and Licensee shall uninstall the infringing items. Esri's entire liability shall then be to indemnify Licensee pursuant to Section 8.1 and to refund license fees paid by Licensee for the infringing item(s),prorated on a five(5)-year.straight-line depreciation basis beginning from the initial date of delivery. 8.3 Esri shall have no obligation to defend Licensee or to pay any resulting costs,dainages,or attorneys'fees for any claims or demands alleging direct or contributory infringement of Software by(i)the combination of or integration with a product. process,or system not supplied by Esri;(ii)material alteration by anyone other than Esri or contractors acting on behalf of Esri;(iii)use after Licensee has been notified of possible infringement;(iv)use after modifications are provided or a return is ordered by Esri under Section 8.2,or(v)Esri is not granted sole control of the defense as required in 8.1. 8.4 In no event shall the indemnification set forth in this Article 8 apply to any Samples,Beta,or evaluation software delivered hereunder. THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RiGHTS OF ANY THIRD PARTY. ARTICLE 9—GENERAL PROVISIONS 9.1 Future Orders/Updates.New or updated Software,Data,Web Services,and Documentation may require additional or differing terms for use.New or updated Software,Data,Web Services,and Documentation shall be governed by the then- current Esri license terms and conditions.Updated versions of the license terms and conditions will he available on Esri's Web site,included with a quote,or included with the deliverable Software.Data,Web Services,or Documentation. 9.2 Export Control Regulations.Licensee expressly acknowledges and agrees that Licensee shall not export,reexport, transfer,or release Software.Data.Web Services,or Documentation,in whole or in part,to(i)any U.S,embargoed country (or to a national or resident of any U.S.embargoed country);(ii)any person on the U.S.Treasury Department's list of Specially Designated Nationals;(iii)any person or entity on the U.S.Commerce Department's Denied Persons List.Entity List,or Unverified List;or(iv)any person or entity where such export or reexport violates any U.S.export control laws or regulations including,but not limited to.the terms of any export license or license exemption and any amendments and supplemental additions to U.S.export laws as they may occur from time to time. 9.3 Taxes and Fees,Shipping Charges.License fees quoted to Licensee are exclusive of any and all taxes or fees, including,but not limited to,sales tax,use tax,value-added tax(VAT),customs,duties.or tariffs,and shipping and handling charges. 1-i200M Page S of 6 041/9/2010 2OIOMt-A7t32 T}B 9.21.2011 9.4 No Implied Waivers.The failure of either party to enforce any provision of this Liccnsc Agrccment shall not he deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. 9.5 Severability.The parties agree that if any provision of this License Agreement is held to he unenforceable for any reason.such provision shall be reformed only to the extent necessary to make the intent of the language enforceable. 9.6 Successor and Assigns.Licensee shall not assign,sublicense.or transfer Licensee's rights or delegate its obligations under this License Agreement without Esri's prior written consent,and any attempt to do so without consent shall be void. This License Agreement shall be binding upon the respective successors and assigns of the parties to this License Agreement. Notwithstanding,a government contractor that has acquired Software,Data,Web Services,or Documentation under contract to the government may assign this License Agreement to its government customer upon written notice to Esri,provided the government customer assents to the terms of this License Agreement. 9.7 Survival of Terms.The provisions of Articles 2,5.6,7,8,and 9 of this License Agreement shall survive the expiration or termination of this License Agreement. 9.8 Equitable Relief.Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage and that,in the event of such breach,in addition to any and all remedies at law,Esri shall have the right to seek an injunction, specific performance,or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or undertaking or proving injury as a condition for relief. 9.9 Reserved. 9.10 Governing Law,Arbitration.This License Agreement shall be governed by and construed in accordance with the laws of the State of Washington.venue in Thurston County,without reference to conflict of laws principles,except that U.S. federal law shall govern in matters of intellectual property.Except as provided in Section 9.8,any dispute arising out of or relating to this License.Agreement or the breach thereof,which cannot be settled through negotiation,shall be finally settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.Judgment on the award rendered by the arbitrator may be entered in a court of competent jurisdiction.This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods,the application of which is expressly excluded. 9.11 Maintenance.Maintenance for qualifying Software or Data consists of updates and other benefits such as access to technical support,specified in Esri's most current applicable software maintenance policy located at littp://www.esri.com/software/maintenance/index.html..Such maintenance policy may be amended from time to time by Esri. However,in the event such maintenance policy is amended during an annual support term,the authorized entity shall be entitled to the higher level of maintenance(as between the existing policy and the revised policy)for the remainder of that annual support term. 9.12 Patents.Licensee-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 Esri technology or services:This express prohibition on patenting shall not apply to Licensee's software and technology except to the extent that Esri technology or services,or any portion thereof,are part of any claim or preferred embodiment in a patent application or a similar application. ARTICLE 10—PROTECTION OF CONFIDENTIAL INFORMATION Licensee shall not provide to Esri any confidential,proprietary,personally identified information("P11")(e.g.,GLBA, HIPAA,CIi from the U.S.Department of Homeland Security),classified,and so forth,data for use in performance of this License Agreement.Notwithstanding anything in this License Agreement to the contrary,Esri retains the right to refuse acceptance of any nonpublic personal information("NPI")or Customer Information regardless of the form of disclosure. 4200M Page b of 6 04/1912010 2010MLA7132 '1 jf1 9.21.2011 EXHIBIT 1 I'-j'i esr'• SCOPE OF USE \\ (E300 03/29/2011) Under Washington State Master Purchasing Agreement Number A11-MST-563 Esri,380 New York Si,Redlands,CA 92373-8100 USA•TEL 909.793.2853•FAX 909.793.5953 The scope of use for the Software,Data.Web Services.and Documentation identified below is described in the applicable footnotes identified in parentheses. 1 Software • Esri Business Analyst Server • ArcExplarer--J;tva and Windows Editions(20 and 25) - Workgroup(either 3,4.or 5 and 8,9.21,25,28,29,31, • ArcGIS API for iOS,Windows Phone,or Android(1. 16, 33,39.40,45,and 48) 25,and 33) - Enterprise.(either 3,4,or 5 and 8.9.21.25.27.31.33. • AreGIS Desktop 39,40,45.and 48) - Arcln fo(either I or 2 and 25.26.33,44,and 45) • Esri Business Analyst Server(Canadian Edition)(either 3,4, - ArcEditor(either 1 or 2 and 25,26,33,44,and 45) or 5 and 8..9,21.25,27,31,33,36,39,40,45,and 48) - ArcVicw(either 1 or 2 and 25.33.44,and 45) • Esri Business Analyst Server Developer(3,6,25,33,35, • ArcGIS Desktop Extensions(7) and 51) • ArcGIS Engine Developer Kit and Extensions(I, 14, 15.22, • Esri Business Analyst Server Developer(Canadian Edition) 25,26.and 43) (3,6,25,33,35,36,and 5I) • AreGIS Engine Runtime and Extensions(either I or 2 and • Esri Defense Mapping(either I or 2) 15,22,25.26.and 33) • Esri Developer Network(EDN)Software.Web Services. • ArcGIS Explorer(20.25.and 33) and Data(6.7,24.25,26,33,34,and 35) • ArcG1S for AutoCAD(1,20,and 25) • Esri Nautical Solution(either 1 or 2) • ArcGIS for iOS(1,25.and 33) • Esri Production Mapping(either I or 2) • AreGIS Mobile Deployments(1.15,16,25,33.and 54) • File Geodatabase API • ArcGIS Server • Geoportal Clients for AreGIS(7.20,and 52) - Workgroup(either 3 ors and 8,9,25,28,29,30,32,33, • Maplt(11,25,31,33,35,49.and 50) 38.39.40,and 45;if licensed as a Term License,6 will • MapObjects-Java Edition(1,5,8, 15,18,and 19) also apply) • MapObjects L1'(1,14,and 16) - Enterprise(either 3,4.or 5 and 8,9,25,27,31,33,38. • MapObjects-Windows Edition(1, 14, 15,16,and 18) 39,40,and 45:if licensed as a Term License,6 will also • MOLE(1) apply) • NetEngine Internet(5) > Cloud Bundle(6 and 33) • Tracking Server(either 4 or 5 and 31) • ArcGIS Server Extensions Web Services - ArcGIS for INSPIRE(7,8,33,and 35) • ArcGIS Online Services(6,25 33 14 and 35) - ArcGIS Server Geoportal Extension(either 3.4.or 5 and • Business Analyst Online(6,25,33,48,56,57,and 58) 7 and 52) - ArcG1S Server Image Extension(7,8,and 42) • Esri Redistricting Online(6,25,33,34,and 35) - ArcGIS Server Image Extension Service Editor(1) Data - Other Extensions(7) • Data with ArcGIS Data Appliance(6,23,25,and 41) • ArcGIS Web Mapping(including SharePoint,JavaScript, • Esri Address Coder(either I.2,or 5 and 21,22,25.and 48) Adobe Flex,Microsoft Silverlight/WPF,SOAP,and REST) • Esri Business Analyst(Canadian Edition)Data(either 1 or 2 (6,33,35.and 53) and 6,21,25,33;36,45,and 48) • ArcIMS . • Esri Business Analyst Data(either I or 2 and 21,25,33,45, - ArcIMS and Extensions(either 3,4,or 5 and 8,10.31, and 48) and 45) • Esri Business Analyst Server(Canadian Edition)Data(either • Arcl..ogistics 3,4.or 5 and 21,25,33,36,45,and 48) - Desktop(1 and 25) • E.sri Business Analyst Server Data(either 3,4,or 5 and 21, - Using ArcGIS Online(6,20,25,34,35,and 46) 25,33,45.and 48) - Using ArcGIS Server(6.20,25,34,35,and 46) • Esri Data&Maps(either I,2,3,4.or 5 and 23 and 37) - Navigator(I and 46) • Esri Data(either I,2.or 5 and 25 and 48) • ArcPad(I,12,13,25.and 33) - Demographic,Consumer Spending,Market Potential, • ArcReader(20,25,33.and 45) Retail Market Place,Business,Traffic,Shopping Center, • Arc View 3.x and Extensions(1,7.and 17) Cable Boundaries,Banking,and Crime • Esri Aeronautical Solution(either 1 or 2) • Sourcebook•America(I and 21) • Esri Business Analyst(Canadian Edition)(either 1 or 2 and • Stree[Mttp Premium(either 1,2,4,or 5 and 6 and 25) 6,25,33,36,45,and 48) • Tapestry Segmentation(either I,2,or 5 and 21 and 48) • Esri Business Analyst(either 1 or 2 and 25,33,45,and 48) • Esri Business Analyst Online API for Adobe Flex,Microsoft Silverlight,SOAP,and REST(6,16,25.33,35,55,and 56) E300 Page I of 4 3/29/2011 I. "Single Use License."Licensee may permit a single authorized end user to install and use the Software,Data,and Documentation on a single computer for use by that end user on the computer on which the Software is installed.Remote access is not permitted.Licensee may permit the single authorized end user to make a second copy for end user's exclusive use on a portable computer as long as only one(1)copy of the Software,Data,and Documentation is in use at any one(I)time.No other end user may use the Software.Data.or Documentation under the same license at the same time for any other purpose. 2. "Concurrent Use License."Licensee may install and use the Software,Data,and Documentation on computer(s)on a network, but the number of simultaneous users may not exceed the number of licenses acquired.No other end user may use the Software.Data,or Documentation under the same license at the same time for any other purpose. 3. "Development Server License."Licensee may install and use the Software on a single computer to design and build applications that interface with or utilize server Software as described in the Documentation. 4. "Staging Server License."In addition to the Development Server License rights.Licensee may use and install the Software for the following purposes:user acceptance testing,performance testing,load testing of other third-party software,staging new commercial data updates.and training activities. 5. "Deployment Server License."In addition to the Staging Server License rights.Licensee may install and use the Software or Data to provide services to multiple users on the same or other computer(s). 6. "Term License."License is provided for use for a limited time period or on a subscription or transaction basis. 7. Extensions to Software programs follow the same scope of use as that granted for the corresponding Software programs. 8. The administration tools for the Software may he copied and redistributed throughout Licensee's organization. 9. User-developed ArcGIS Server administration tools may be copied throughout Licensee's organization,but the ArcCatalog application(found in ArcGIS Desktop)may not be copied. 10. The ArcIMS license includes the right to deploy MapObjects—Windows Edition applications on the Internet or intranet. Licensee shall not develop client/server solutions with the ArcIMS—Java Archive(JAR)files without a license for the MapObjects Java Edition developer kit. I I. Licensee may install and use the Software to provide services to multiple users on the same or other computer(s).The Software is licensed per server.The licensed server is the server on which Licensee installs the Spatial Data Service. 12. Software is only licensed for navigational use when used in conjunction with ArcLogistics. 13. "Dual Use License"means the Software may he installed on a desktop computer and used simultaneously with eithera personal digital assistant(PDA)or handheld mobile computer as long as the Software is only used by a single individual at any one(I)time. 14. Developers must include the following attribution with any deployed MapObjects application:"Portions of this computer program arc owned by LizardTech.Inc.,and are Copyright© 1995-2002 LizardTech,Inc..and/or the University of California. All rights reserved.US Patent No.5,710,835." 15. Deployment licenses for desktop or Internet application(s)may be subject to payment of additional license fees. 16. Licensee may deliver applications to its sublicensee(s)provided Licensee uses a written sublicense agreement that protects Esri's rights in its Software.Data.Web Services,and Documentation to the same extent as the Esti License Agreement including,but not limited to.the following terms: a. Sublicensee may not reverse engineer,decompile,or disassemble the Esri Software,Data,Web Services,or Documentation,except to the extent permitted by applicable law;copy for commercial use;transfer,or assign its rights under the license grant; b. Sublicensee may not use any Esri Software,Data.Web Services,or Documentation,in whole or in part,separate from Licensee's executable application;and c. Third-party dependent or required components are redistributable subject to permission from the owner or author. d. Applications may be subject to deployment fees owed to Esri.Licensee shall contact its Esri distributor for details. • 17. Licensee may use Business Objects.Crystal Reports software only with the ArcView 3.x Software with which it was acquired and subject to the Crystal Reports License Agreement available on the media.Licensee may not use a software program or system to cache or queue report requests. 18. The deployment license is per application per computer. 19. MapObjects-Java Edition contains Java Archive files,which indicate they are authentic Esri-certificated files when used over the Internet.Licensee shall not use Esri certification or reference Esri as a source of trusted content in any modified MapObjects-Java Archive files.Licensee may deploy the unmodified Java class Esri-certified libraries as an integral part of the Licensee's application(s). 20. Licensee may reproduce and deploy the Software provided all the following occur.(a)the Software is reproduced and deployed in its entirety:(b)a license agreement accompanies each copy of the Software that protects the Software to the same extent as the Esri License Agreement.and the recipient agrees to be bound by the terms and conditions of the license agreement;(c)all copyright and trademark attributions/notices am reproduced;and(d)there is no charge or fee attributable to the use of the Software. £300 Page 2 of 4 3/29/201 1 21. Licensee shall not withhold any substantial right(e.g.,extension of credit)front any individual based solely on the individual's place of residence,as profiled in the Tapestry Segmentation system. 22. (a)ArcGIS Engine Runtime licenses shall not be used for Internet and server development and deployment:(b)an end user must license either ArcGIS Engine Runtime Software or other ArcGIS Desktop Software(ArcView,ArcEditor,or Arclnfo)to obtain the right to run an ArcG1S Engine application on one(I)computer;and(c)the ArcGIS Engine Runtime extensions shall not be used in combination with ArcGIS Desktop Software to run ArcGIS Engine applicaticnts.A single user can have multiple applications installed on one(1)computer for use only by that end user. 23. Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at http://www.esri.com/IekaU,in the Help system,or in supporting metadata files.subject to the specific attribution descriptions and requirements for the dataset accessed. 24. EDN Software,Web Services.and Data may only be used by one(I)named developer per subscription solely for the purposes of research,development,testing,and demonstration of a prototype application.EDN server Software and Data may be installed on multiple computers for use by any named EDN developer. 25. Use of included third-party owned data shall he subject to the Use of Data Restrictions found at httn://www.esri.com/ieeal/for the specific Data accessed.The Use of Data Restrictions may be modified by Esri from time to time.If a modification is unacceptable to Licensee,licensee may cancel a subscription upon written notice to Esri,or discontinue use of the Data or Web Services,as applicable.If Licensee continues to use the Data or Web Services.Licensee will be deemed to have accepted the modification. 26. An ArcSDE Personal Edition geodatabase is restricted to ten(10)gigabytes of Licensee data. 27. ArcGIS Server Web ADF Runtime Software may not be deployed independent of Licensee's ArcGIS Server Enterprise configuration. 28. Use is limited to ten(10)concurrent end users of applications other than ArcGIS Server applications.This restriction includes use of AreGlS Desktop Software,ArcG1S Engine Software.and third-party applications that connect directly to any ArcGIS Server geodatabase.There are no limitations on the number of connections front web applications. 29. Software can only he used with SQL Server 2005/2008 Express. 30. Use is restricted to a maximum of ten(10)gigabytes of Licensee data. 31. Redundant Software installation(s)for failoveroperations is allowed but can only be operational during the period the primary site is nonoperational.The redundant Software installation(s)shall remain dormant.except for system maintenance and updating of databases.while the primary site or any other redundant site is operational. 32. No redundant Software installation is permitted. 33. Licensee's access to and use of Cloud Bundle,ArcGIS Online Services,Business Analyst Online,Business Analyst Online API,or Microsoft Bing Maps are conditioned upon Licensee's acceptance of the Esri website and Service Terms of Use Agreement and the terms and conditions specific to Cloud Bundle,ArcG1S Online Services.Business Analyst Online,Business' Analyst Online API,or Microsoft Bing Maps found at httn://www.esri.com/leeal/. 34. Licensee's organization is limited to the number of specified credits,transactions.geography.or number of users as described in the online product description. 35. Licensed end users shall not share the client-side data cache derived from ArcGIS Online Services with other licensed end users or third parties. 36. Licensee's use of Esri Business Analyst(Canadian Edition)Data is subject to the Use of Data Restrictions specific to Esri Business Analyst(Canadian Edition)Data found at http://www.esri.com/legal/. 37. Data provided with StreetMap USA may be used for mapping.geocoding,and routing purposes but is not licensed for dynamic routing purposes.For instance,StreetMap USA may not be used to alert a user about upcoming maneuvers(such as warning of an upcoming turn)or to calculate an alternate route if a turn is missed. 38. The ArcGIS Server 3D extension included with ArcGIS Server.Standard(Workgroup or Enterprise)may only be used for generating globe data cache(s)or publishing a globe document as an ArcGIS Globe Service.No other use of the ArcGIS Server 3D extension Software is permitted with ArcGIS Server Standard. 39. Any editing functionality included with ArcGIS Server is not permitted for use with ArcGIS Server Basic(Workgroup or Enterprise): 40. Geospatial Enterprise JavaBeans(OBI provided with ArcGIS Server(Workgroup or Enterprise)is permitted for use only with ArcGIS Server Advanced. 41. Licensee may only use Data from a single state with the Single State version of ArcG1S Data Appliance.This restriction applies to a large-scale(i.e.,scale levels below I:100,000)street map,transportation layer,boundaries and places layer,and one(I)-meter or better resolution imagery included in the USA Collection.This restriction does not apply to the small-scale (i.e..scale levels above 1:100,000)maps provided in the World Collection,which are intended for display at global and regional scales. 42. Licensee has the right to one(1)desktop deployment of the ArcGIS Server Image extension Service Definition Editor for every four(4)cores of ArcGIS Server Image extension that are licensed. 43. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users with or without the ArcGIS Engine Runtime Software. E300 Page 3 of 4 3/29/2011 44. For any operating system environment in which Licensee runs instances of the Concurrent Use License management software. Licensee may run up to the same number of passive failover instances of the Concurrent Use license management software in a separate operating system environment for temporary failover support. 45. Data licensed with Esri Business Analyst and Esri Business Analyst Server is restricted for use only in conjunction with the respective Business Analyst extension. 46. licensee should not follow any route suggestions that appear to be hazardous,unsafe,or illegal.Licensee assumes all risk of using this navigation Software. 47. Reserved. 48. Licensee may include reports and maps created from the Software or Data in hard-copy or read-only format for presentation packages or marketing studies for subsidiaries and customers.The total content of the Esri reports and maps must be less than twenty percent(20%)of Licensee's total content of the presentation package or marketing study.Full,complete.stand-alone reports or maps created from the Software or Data and not part of a presentation package Or marketing study cannot be resold. sublicenscd,or otherwise transferred without prior written permission of Esri.Licensee's third-party customer may only receive reports and maps generated by Licensee and may only use the maps and reports received from Licensee for internal purposes. In no case shall Licensee redistribute the Data in digital formats. 49. Esri Maplt Silverlight Web or WPF applications may not be deployed independent of Licensee's Maplt deployment configuration. 50. Licensee has the right to one(I)desktop deployment of Spatial Data Assistant for each Esri Maplt server license. 51. Esri Business Analyst Server Developer and Data may only be installed on one(1)server per license solely for the purposes of research,development,testing,and demonstration of a prototype application. 52. Source code is the intellectual property of Esri.Licensee shall treat any source code file identified as"Software"in a README file or at hop://www.esri.com/Ieeal/as a trade secret for Licensee's own internal use only and not for further redistribution or access by unlicensed third parties.Licensee shall not modify the Software.Documentation.Data,or source code to incorporate. embed,link,or otherwise include any code,libraries.or data licensed or distributed under an open source licensing or distribution models similar to Free Software Foundation's GNU General Public License(GPL)or GPL-compliant licenses, including,without limitation,the Artistic License(e.g..Peri).the Mozilla Public License,the Netscape Public License.and the Sun Community or Industry Standards License,that could require a user to make its proprietary source code available to a requesting third party. 53. Deployment license options are as follows: a. A license for web applications is per the principal registered unique domain identifier.Domain is the Internet domain name registered with a domain name registrar.For example.in example.com.example.com is the registered unique domain identifier.Similarly,in example.cont.xx,where xx is a registered country code,example.com.xx is the registered unique domain identifier. b. A license for desktop applications or SharePoint is per organization.For the purposes of this license,organization is equivalent to a principal registered unique domain identifier(as described above).For example.desktop applications can be used by any employee of the organization with the principal registered unique domain identifier.There is no limit to the number of applications that can he built and deployed within an organization. 54. ArcGIS Mobile is licensed for use with ArcGIS Server Advanced(Enterprise or Workgroup)and ArcGIS Desktop(Arclnfo, ArcEditor.ArcView,and ArcG1S Engine applications). 55. Licensee may develop software or web applications that use the Business Analyst Online APi to access,query,create,display. and redistribute Reports and resulting static,electronic maps to end user(s)of Licensee's software or web applications.End user(s)of Licensee's software or web applications may use the Reports and maps for internal purposes only and not for further redistribution."Report"means any formatted output created by the Business Analyst Online API.which includes PDF,CSV, Excel,HTML.and XML formats.Licensee shall not redistribute any Data in vector formats. 56. For Reports or maps displayed or posted to an external website,or Reports or maps created for Licensee's end user(s),Licensee shall affix an attribution notice to Licensee's online and/or hard-copy output that acknowledges Esri's and its third-party data supplier's intellectual property.These notices are found in the PDF format of each individual Report or as follows:"Source [Esri.Supplier]"or Copyright©[year(s)](Esri,Supplier].All rights reserved."" 57. Licensee may only display or post any combination of 100 Business Analyst Online Reports and maps on its external websites. 58. Licensee shall order a separate Business Analyst Online subscription for each person who uses Business Analyst Online and shall provide output from the Business Analyst Online subscription only to the e-mail of the individual subscriber. E300 t'agc 4 of 4 3/29/2011 • i' , \ esn• TRAINING TERMS AND CONDITIONS Under Washington State Master Purchasing Agreement Number Al l-MST-563 I sn,380 New York SI.,Redlands,CA 92373.8100 USA•TEL 909.793-2853•FAX 909-793.5953 This Training Agreement("Agreement")is between Licensee as defined in the Master Purchase Agreement(hereinafter "Client")and Environmental Systems Research Institute,Inc.("Esri").Client acknowledges that Client has read and understood this Agreement and agrees to he bound by the terms and conditions hereof. RECITALS The Client wishes to arrange for certain training in the use of GIS software.Esri is willing to conduct training courses and provide related services regarding the use of GIS software pursuant to the terms and conditions contained herein. The parties therefore agree as follows: ARTICLE 1—TRAINING DESCRIP'T'ION Esti offers a set of instructor-led training and client coaching services related to the use of its proprietary GIS software. Instructor-led training events occur at a client's site,at an Esri Learning Center,or via the Web.The Esri software training course(s)to be conducted,location,and schedule dates are set forth in the Esri Course Catalog located on Esri's Training Web site(http://trainine.esri.com).All courses are conducted in substantial conformity with course descriptions outlined on the Esri Training Web site.Esri reserves the right to modify course content when necessary due to software technical capabilities or limitations.Client coaching services may he provided immediately before or immediately following an Esri training course to familiarize the Student with the software or to review and practice course concepts with an instructor's guidance. ARTICLE 2—ESRI'S RESPONSIBILITIES ■ Esri will provide an instructor qualified to conduct the course(s)as well as all necessary training materials sufficient for the number of registered participants(hereinafter"Student(s)")on the scheduled dates. Esri will provide each Student with a course manual,where applicable. ■ Esri will confirm Learning Center training class scheduled dates approximately tell(10)business days prior to the class start date. ■ Esri will confirm Client Site scheduled dates upon receipt of the completed Client Site Training Request Form and intended payment method. ARTICLE 3—CLIENT'S RESPONSIBILITIES • Client must ensure the protection of Esri's copyrights.Client shall neither copy or distribute nor permit a third party to copy or distribute any of Esri's training material(s),except as required by law • Client must not resell seat(s)to an Esri training class,unless explicitly authorized in writing by Esri. • Client must confirm that all registered Students meet the minimum prerequisites for the applicable class set forth on Esri's Training Web site. • Client must submit registrations with a confirmed payment commitment at least seven(7)business days before the class start date.If Client submits a registration without a confirmed payment,Esri will not confirm the scat.reservation.The reservation will be added to the waiting list pending payment confirmation and subject to availability: • U.S.government export control laws and regulations prohibit U.S.persons from engaging in transactions with certain denied persons found on various U.S.Government Denied Persons lists(e.g.,U.S.Department of the Treasury's Specially Designated Nationals List,U.S.Commerce Department's Denied Persons/Entity List,etc.).To meet these export requirements,Client must submit to the Esri Training Event Assistant a list of the names of Students that are to attend any training class.Client must submit the list of Student names to Esri at least three(3)business days before the • class start date. Any Student that is found on any of the various U.S.Government Denied Persons lists will not he permitted to attend training. • Client is responsible for all Student travel arrangements.Esri assumes no responsibility for losses from nonrefundable travel arrangements resulting from denial of a Student's participation due to U.S.government expon regulation requirements,course scheduling changes,or cancellations. E207M Page t of 6 09/2(x19 Tj8 9.21.201t • Client must provide written notice to Esri's Customer Service of any cancellation,rescheduling.or Student substitution requirements and receive confirmation of these change(s)prior to the class start date. • Client is responsible to ensure that it adheres to the course,facility,and equipment requirements for Esri training as found at http://training.csri.com/gatewa<v/index.cfm?fa=trainingoptions.gateway. • Students may not use audio and/or video recording equipment within the classroom without prior written approval from Esri. • if the Esri Mobile Lab is utilized at Client's site,then the following terms will apply: — Upon receipt,Client must immediately report any damage to the Mobile Lab equipment to the Training Event Assistant. — Client must keep the Mobile Lab in a secure,locked area between class sessions. — Client must ensure that only registered Students use the Mobile Lab equipment. — Client is responsible for any and all loss of,damage to,or theft of the Mobile Lab while in Client's possession. — Client warrants that it maintains sufficient insurance coverage to enable it to meet its obligations created by this Agreement and by law. — The Esri instructor will check all Mobile Lab equipment following the completion of training. Any damage to the Mobile Lab due to Student use.excluding normal wear and tear,will be brought to the attention of Client by written notice.Client hereby agrees to be financially responsible for any repair or replacement of equipment resulting from such damage. — Client shall make the Mobile Lab available for freight pickup immediately on conclusion of the Esri course(s). • Client must complete and submit an Esri Client Site Training Request Form,as provided by the Training Event Assistant.. ARTICLE 4—INSURANCE AND INDEMNIFICATION 4.l Insurance. 4.1.1 Esri shall,while performing work under this Agreement,maintain in full force and effect,the insurance described in this section.Esri shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the state of Washington and having a rating of A-,Class ViI or better,in the most recently published edition of Best's Reports. Failure to buy and maintain the required insurance may,at Client's sole option,result in this Agreement's termination. 4.1.2The minimum acceptable limits shall be as indicated below,with no deductibles,unless otherwise indicated,for each of the following categories: a. Commercial General Liability covering the risks of bodily injury(including death),property damage and personal injury, including coverage for contractual liability,with a limit of not less than$1 million per occurrence/$2 million general aggregate: b. Business Automobile Liability(owned,hired,or non-owned)covering the risks of bodily injury(including death)and property damage,including coverage for contractual liability,with a limit of not less than$1 million per accident; c. Employer's Liability insurance covering the risks of Esri's employees'bodily injury by accident or disease with limits of not less than$1 million per accident for bodily injury by accident and$1 million per employee for bodily injury by disease; d. Umbrella policy providing excess limits over the primary policies in an amount not less than$3 million,excluding the Professional Liability Errors and Omissions policy:and e. Professional Liability Errors and Omissions,with a deductible not to exceed$100,000,and coverage of not less than$1 million per occurrence/$2 million general aggregate. 4.1.3 Esri shall pay premiums on all insurance policies.Client shall be named as an additional insured on all general liability, automobile liability,and umbrella policies,and Esri shall provide a copy of the blanket policy endorsement(s)establishing Client as an additional insured.Such policies shall have a condition that they not be revoked by the insurer until forty five (45)calendar days after notice of intended revocation thereof shall have been given to Client by the insurer except that(i)ten • E207M Page 2 of 5 09/2009 T)9 9.21.2011 • (10)days notice shall be given for cancellation for non-payment of premium and(ii)for Employer's Liability insurance,Esri shall provide notice in lieu of the insurer. 4.1.4 All insurance provided by Esri shall he primary as to any other insurance or self-insurance programs afforded to or maintained by the State and shall include a severability of interests(cross-liability)provision,except for Employer's Liability insurance. 4.1.5 Reserved. 4.1.6 Reserved. 4.1.7 By requiring insurance herein.Client does not represent that coverage and limits will be adequate to protect Esri.Such coverage and limits shall not limit Esri's liability under the indemnities and reimbursements granted to Client in this Agreement. 4.1.8 Industrial Insurance Coverage Prior to performing work under this Agreement, Esri shall provide or purchase industrial insurance coverage for its employees,as may he required of an"employer"as defined in Title 51 RCW,and shall maintain full compliance with Title 51 RCW during the course of this Agreement.Client will not be responsible for payment of industrial insurance premiums or for any other claim or benefit for Esri,or any Subcontractor or employee of Esri, which might arise under the industrial insurance laws during the performance of duties and services under this Agreement. 4.1.9 Licensing Standards Esri shall comply with all applicable local.state,and federal licensing,accreditation and registration requirements and standards necessary in the performance of this Agreement.(See.for example.chapter 19.02 RCW for state licensing requirements and definitions.) 4.2 Indemnification.Esri will indemnify and hold harmless Client and each of its directors and officers(collectively the "Indemnified Parties")from and against any and all damages,losses,liabilities,claims,judgments,and settlements,including all reasonable costs.expenses,and attorneys 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 arising from any negligent act or omission or willful misconduct by Esri or its directors,officers,employees,or agents while engaged in or as a result of the training or coaching services provided by Esri pursuant to this Agreement while on Client's site. ARTICLE 5—UNIQUE CLIENT COACHING PRIVACY TERMS In the event Client coaching services are to be ordered,the following terms shall apply: Client shall not provide to Esri or disclose to the instructor any company confidential,proprietary,personally identified information("PII")(e.g.,GLBA,HIPAA.C.I1 from the U.S.Department of Homeland Security),classified,and so forth, data for use in the coaching session.Notwithstanding anything in this Agreement to the contrary,Esri retains-the right to refuse acceptance of any nonpublic personal information("NPI")or Customer Information regardless of the form of • disclosure. Esri will only accept receipt of information from Client that comports with the exceptions set forth in Subsections 4(B)and 4(C)(ii)of Section 509 of the Gramm-Leach-Bliley Act(P.L. 106-102)(15 U.S.C.Section 6809) and implementing regulations thereof. ARTICLE 6—SOFTWARE LICENSES The terms of the Esri license agreement are applicable to all Client course Students and for Esri software,data,and documentation licensed for use in any training course to be conducted.For Client Site Training,temporary software licenses may he issued by Esri where there are an insufficient number of software licenses available at the training facility.Client • must uninstall the temporary software licenses at the conclusion of the training course and return to Esri any media provided. E207114 Page 3 of 5 09/2009 TjB 9.21.2011 ARTICLE 7—CANCELLATION AND RESCHEDULING POLICY Client may cancel or reschedule Student attendance in training up to three(3)working days before the scheduled class start date.In the event of a cancellation,Client will reimburse Esri for any reasonable travel and shipping expenses incurred by Esri.In the event Client does not notify Esri at least three(3)days prior to the scheduled training date,Client will be charged the full amount of the Student enrollment or the entire training class. If Esri is unable to conduct the training on the scheduled date,Esri will notify Client at least three(3)business days before the scheduled date. If cancellation of a training event is necessary due to Force Majeure as described in Article II below,the affected party is released in full from the three(3)-business-day notification.The affected party will either reschedule the training or cancel the order without that affected party incurring any liability. Students may transfer from one scheduled Esri Learning Center class to another up to two(2)times at no additional charge. Subsequent transfers may he assessed an additional nonrefundable transfer fee. Student substitutions,when a Student's place in class is filled by another person from the same organization,are allowed provided that Esri Customer Service is notified three(3)business days in advance of the class start date. ARTICLE 8—PAYMENT Accepted payment methods are found at http://training.esri.com/gateway/index.cfm?fa=catalog.paymentdetails. If payment is made in the form of a purchase order,Esri shall invoice Client upon completion of each training course or immediately upon receipt of purchase order,as mutually agreed upon with the Client.Client shall make payment no later than thirty(30)days after receipt of invoice.If the Client is invoiced and pays that invoice prior to the scheduled class,then the Client has one(1)calendar year(twelve[12]consecutive months)from the date of the invoice to consume the prepaid monies.Thereafter,all prepaid fees are forfeited. ARTICLE 9—CONFIDENTIAL INFORMATION Except as provided in Article 5,Unique Client Coaching Privacy Terms,Esri or the Client may disclose to the other party certain confidential information under this Agreement.The disclosing party shall identify the information as confidential information at the time of disclosure.Each party shall use the confidential information described above only for exchanging information needed to provide the training contemplated by this Agreement or as otherwise may be required by law.Within fourteen(14)days of completion of the training,each party shall return or destroy and provide written notification of destruction of the confidential information of the other party. ARTICLE 10—RESERVATION OF OWNERSHIP AND GRANT OF LICENSE Except as specifically granted in this Agreement,Esri and/or its licensors own and retain all right,title,and interest in software,data,documentation,and training materials. ARTICLE 11—FORCE MAJEURE If the performance of any obligation under this Agreement is prevented,restricted,or interfered with by reason of fire,flood, earthquake,explosion,or other casualty or accident:strikes or labor disputes:inability to procure or obtain delivery of parts. supplies,or power;war,threat of or actual terrorist act,cyberattack,or other violence:any law,order,proclamation, regulation,ordinance,demand,or any act or condition whatsoever beyond the reasonable control of the affected party,the party so affected,upon giving prompt notice to the other party,will be provided a temporary extension for a period of time as may be reasonably necessary.to allow for such delay,prevention,interference,or restriction. ARTICLE 12-WARRANTY Esri will provide training in a manner consistent with the technical and professional standards of the industry. E207M Page 4 of S (19/2009 • TjB 9.21.2011 12.1 Disdaimer of Warranties.WITH THE EXCEPTION OF THE LIMITED WARRANTY SET FORTH IN THIS ARTICLE,ESRI DISCLAIMS,AND THIS AGREEMENT EXPRESSLY EXCLUDES,ALL OTHER WARRANTIES. EXPRESS OR IMPLIED,ORAL OR WRITTEN,INCLUDING,WITHOUT LIMITATION,ANY AND ALL WARRANTIES OF MERCHANTABILITY.FITNESS FOR A PARTICULAR PURPOSE.NONINTERFERENCE.AND NONINFRINGEMENT,AS WELL AS ANY WARRANTIES THAT THE DELIVERABLES ARE ERROR FREE. ARTICLE 13—LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY EXCEPT FOR INDEMNITY ASSOCIATED WITH CLIENT SITE TRAINING,IN NO EVENT SHALL ESRI BE LIABLE TO CLIENT FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR TRAINING:LOST PROFITS; LOST SALES;BUSINESS EXPENDITURES;INVESTMENTS;BUSINESS COMMITMENTS;LOSS OF ANY GOODWILL;OR ANY INDIRECT.SPECIAL.EXEMPLARY,CONSEQUENTIAL,OR INCIDENTAL DAMAGES ARISING OUT OF,OR RELATED TO,THIS AGREEMENT,HOWEVER CAUSED OR UNDER ANY THEORY OF LIABILITY,EVEN IF ESRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.ESRI;S TOTAL CUMULATIVE LIABILITY HEREUNDER,FROM ALL CAUSES OF ACTION OF ANY KIND,SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY THE CLIENT FOR THE PORTION OF THE TRAINING UNDER THIS AGREEMENT.THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ARTICLE l4—EXPORT CONTROL REGULATIONS Esri technology is subject to U.S.export control laws and regulations.Esri software,data,documentation,training materials, and any underlying information or technology may not he exported,reexported,or transferred in whole or in part to(i)any U.S.embargoed or sanctioned country(including to a national or resident of a U.S.embargoed or sanctioned country. currently including Cuba.Iran,North Korea,Sudan,and Syria);(ii)any person on the U.S.Department of the Treasury's list of Specially Designated Nationals;(iii)any person or entity on the U.S.Commerce Department's Denied Persons List,Entity List,or Unverified List;or(iv)any person or entity where such export or reexport violates any U.S.export control law or regulation. ARTICLE 15—TAXES Training provided is quoted exclusive of all state,local,value-added,or other taxes;customs;or duties or other charges (other than income taxes payable by Esri).In the event such taxes or charges become applicable to Esri's training or deliverables,Client shall pay any such applicable tax upon receipt of written notice that such taxes or charges are due. ARTICLE 16—UCC INAPPLICABILITY Training provided under this Agreement will not be governed by the Uniform Commercial Code(UCC)and will not be deemed"goods"within the definition of the UCC. ARTICLE 17—GOVERNING LAW This Agreement is governed by and construed in accordance with the laws of Washington without reference to its conflict of laws principles. ARTICLE 18—ENTIRE AGREEMENT This Agreement constitutes the sole and entire agreementof the parties as to the subject matter set forth herein and supersedes any previous agreements,understandings,and arrangements(including any attached purchase order terms and conditions)between the parties relating to such subject matter.The undersigned hereby acknowledges and represents that he/she has read and understands this Agreement and has the authority to bind his/her organization to these terms and conditions.An executed Agreement shall constitute a duplicate if it is transmitted through electronic means,such as fax or e-mail,and reflects the signing of the document by Client.Duplicates are valid and binding even if an original paper document bearing Client's original signature is not delivered. E207M Page 5 of 5 0912009 TjB 9.21.2011 . TRAINING TERMS AND CONDITIONS esriUnder Washington State Master Purchasing Agreement Number Al I-MST-563 Esri,380 New York Sl.,Redlands,CA 92373-8100 USA•TEL909.793.2853•FAX 909.793.5953 • EXHIBIT 2 AUTHORIZED ENTITY ACKNOWLEDGMENT STATEMENT The State of Washington("Customer")shall require Authorized Entities to be contractually hound to the terms of the Master Purchase Agreement All-MST-563 by executing an Authorized Entity Acknowledgment Statement.Customer shall keep a copy of the signed original acknowledgment for its records and forward an original to Environmental Systems Research Institute.Inc.("Esri"),(to the Attention of Matthew Kleinhans,Contracts and Legal Services Department,380 New York Street.Redlands,California 92373-8100 USA). For avoidance of doubt,Licensee's use of the Training Services.Software,Data,Web Services,and Documentation is subject to the terms of the applicable Training Agreement,License Agreement and Master Purchase Agreement. Accordingly, ("Authorized Entity"),as a Licensee,represents it has received and read the Master Purchase Agreement(2O1OMPA7132/All-MST-563)and understands and agrees to he bound by the terms and conditions contained therein.Authorized Entity acknowledges and agrees that Esri may pursue remedies against Authorized Entity for material breach by Authorized Entity of the Agreement. No other rights are granted to Authorized Entity under this acknowledgment. ACCEPTED AND AGREED: (Authorized Entity) Signature: Printed Name: Title: Date: 2010MPA7132 5/31/2011 Washington State Department of CONTRACT AMENDMENT Enterprise Services Contracts&Legal Services Division•Master Contract Number Al l-MST-563(09712) Contracts&Consulting Amendment Number: 14-01 1500 Jefferson St.SE Contractor: Environmental Systems Research Olympia,WA 98501 Institute,Inc.(ESRI) (360)902-7400 Date Issued: 01/27/2014 httD://www.des.wa.gov Date Effective: Upon DES Signature Mail To: PO Box 41017 Olympia,WA 98504-1017 This Contract Amendment is issued under the provisions of the Master Contract identified above.The changes authorized are within the scope of the original contract.All rights and obligations of the parties shall be subject to and governed by the terms of the original contract including any subsequent amendments,which are hereby incorporated by reference. Purpose of Amendment Purpose: To extend the terms of the Master Price Agreement 1. The Master Price Agreement is extend through September 30,2014 2. Except as herein amended,the provisions of the MPA and subsequent amendments thereto as,supplemented changed or modified by the PA,shall remain in full force and effect until the contract is either cancelled or expires, whichever occurs first. Authorizing Signatures: This Contract Amendment,consisting of one page and zero attachments is executed by the persons signing below who warrant that they have th ii :_ thohority to execute this contract amendment.F. o . : Fr�fate.: , rj;i409,aviii o., //18/if 19-14,* 1 41 (Contractor uthorized Representative Signature) (Date) (Procurement Coordinator Signature) (Date) Print Name: Chris Johnson Momi Friedlander Contractor Environmental Systems Research Agency: Department of Enterprise Services ` Institute,Inc. Address 380 New York Street 1500 Jefferson St SE Redlands,CA 9237308100 Olympia,WA 98501 Telephone No. (360)407-8505 Telephone No. 909-793-2853 Email: Service @esri.com Email: Momt.friedlanderrdes.wa.gov DES Approval DES Authorizing Colbe Date: Manager (1....._ Signature Phone 11 Email 1of1 S . t /040Enterprise Services Contracts and Legal Services • • i 9 • 4 (09712)A11-MST-563 MPA with Environmental Systems Research Institute,Inc Ii Contract Amendment 4 Date Issued: 08/20/14 i Effective Date: 10/01/14 . ( - Amendment Number:14-02 • - s Contractor Name: Environmental Systems Research institute,Inc(ESRI) i This Contract Amendment is issued ander the provisions of[the contract referenced above).The changes authorized are wIthin 3 • the scope of the original contract.All rights and obligations of the parties are governed by the terms of the original contra i including any subsequent amendments,which are hereby Incorporated by reference. 1 Purpose of Amendment . NOW,THEREFORE,pursuant to Section State and Local MPA Terms and Conditions of the Contract,it is agreed by the parties to amend the Contract as follows: - 1. ESRI MPA Price List,E407M-4Q2013 is deleted in its entirety and replaced with attached new ESRI MPA Price List,E407M-3Q2014. ESRI MPA Price List,E407M-3Q2014 pricing will be •1 i effective on October 1,2014. • 2. Contract(09712)A11-MST-563 will be extended for a period of twelve(12)months beginning October 1,2014 and ending on September 30,2015 • t 3. All other provision of Contract(09712)A11-MST-563 as amended shall remain in full force and effect. i ti 'Authorizing Signatures } I .For Contractor: • For State of Washington: !! Chris Johnson,Environmental Systems Research Bryan Barnett,DES Master Contracts and Consulting { Institute,Inc. (MCC) 4 909.793.2853 ext 2176 (360)407-8256 E • 380 New York St. PO Box 41411 - Redlands,CA 923 Olympia WA 98504-1411 i filBrva n,Bamettgodes.wa.eov s ohns• es •/ . 4/14;etie 1 Signatur-�/ �7•,1�[.4/� Signature / Date L> Date!f/7 F MCC Autha�ling Manager:3 l Signature / /'- -r'•, .• , ,-K:- �, 2 i . Date ter,'."5/s c1.• I i . i ! 1 Version 1 . WastjiTttlfQPt4te Depaitipentof Enterprise Services Contract Amendment (09712)Al 1-MST-563 MPA with Environmental Systems Research Institute Inc Date Issued: 8119/15 ',Effective Date: 10/01/15 Amendment Number:15-01 Contractor Name:Environmental Systems Research Institute,Inc(ESRI) This contract amendment is issued under the provisions of[the contract referenced above).The changes authorized are within the scope of the original contract All rights and obligations of the parties are governed by the terms of the original contract,including any subsequent amendments,which are hereby incorporated by reference. Purpose of Amendment NOW,THEREFORE,pursuant to Section State and Local MPA Terms and Conditions of the Contract, it is agreed by the parties to amend the Contract as follows: 1. Contract(09712)Al 1-MST-563 will be extended for a period of twenty four(24)months beginning October 1,2015 and ending on September 30,2017. 2. ESRI MPA Price List E407M-302014 is deleted in its entirety and replaced with new ESRI MPA Price List E407M-3Q2015 effective en October 1,261s - • 3. All other provisions of Contract(09712)Al 1-MST-563 as amended shall remain in full force and effect. Authorizing Signatures • FOr Contractor: For State of Washington: Chris Johnson,Environmental Systems Mike Dombrowsicy,DES Contracts and Research Institute Inc. Procurement (909)793-2853 (360)407-8717 389 NPW Yor_1551, - PO Box 41411 lindtdndi,40. - Olyrnpia,WA 98504-1411 •fin • f,", • Mka:VonitirOi4y0dagAtta.:tioii Sign ...601 ,: Signature Jr/ -4114_ ; . Chris Joh nso Date _11; ;,-.CamiaddIGuanardadads Date DES Auth•rizing Manager Signa'. q *-5 Date 8 1 ®16 DATE(MM/DD/YYYY) A CERTIFICATE OF LIABILITY INSURANCE 12/18/2015 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 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 Marsh Risk&Insurance Services NAME:PHONE 17901 Von Karman Avenue,Suite 1100 (A/C.No,Ext): A/C.No): (949)399-5800;License#0437153 E-MAIL Irvine,CA 92614 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# J17700-ESRI-GAWUE-15-16INSURER A:Travelers Property Casualty Co.of America 25674 INSUREDINSURER B:Travelers Indemnity Co Of CT 25682 Environmental Systems Research Institute,Inc. INSURER C: 380 New York Street -INSURER D: Redlands,CA 92373 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: LOS-001779666-32 REVISION NUMBER:11 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 VNTH 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 WIY TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD VD POLICY NUMBER (MM/DDYYY) (MMIDD/YYYY) A X COMMERCIAL GENERAL LIABILITY 6600130P85A 12/15/2015 12/15/2016 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR PREMISES(aEoccu RENTED $ 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/OP AGG $ 2,000,000 JEC OTHER: $ A AUTOMOBILE LIABILITY BA3167P651 12/15/2015 12/15/2016 COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X HIRED AUTOS x AUTOS (Per accident) $ COMP/COLL DEDS: $ 1,000 1 A X UMBRELLA LIAB X OCCUR ZUP12N9692A15NF 12/15/2015 12/15/2016 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED X RETENTION$10,000 $ A WORKERS COMPENSATION UB8A843287 12/15/2015 12/15/2016 X STATUTE OTH- ER AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE — N/A E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (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 $ B Technology Errors&Omissions ZPL14T59262 12/15/2015 12/15/2016 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) Re:Contract#A08-PCH-803 DIS is named as additional insured as respects general and auto liability as their interest may appear. Subject to policy terms,conditions,limitations and exclusions.10 day notice of cancellation for non-payment of premium. CERTIFICATE HOLDER CANCELLATION State of Washington SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Department of Information Services THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P.O.Box 42445 ACCORDANCE WITH THE POLICY PROVISIONS. Olympia,WA 98504-2445 AUTHORIZED REPRESENTATIVE 11 of Marsh Risk&Insurance Services John Graef . ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD