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Item C09 C.9 t, BOARD OF COUNTY COMMISSIONERS County of Monroe Mayor Sylvia Murphy,District 5 The Florida Keys � � �l'U � Mayor Pro Tern Danny Kolhage,District 1 �pw° Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District 4 County Commission Meeting September 18, 2019 Agenda Item Number: C.9 Agenda Item Summary #5986 BULK ITEM: Yes DEPARTMENT: Information Technology TIME APPROXIMATE: STAFF CONTACT: Alan MacEachern (305) 295-5110 N/A AGENDA ITEM WORDING: Approval of a three (3) year contract extension with Environmental Systems Research Institute, Inc. (ESRI) Small Municipal and County Government Enterprise License Agreement for Geographic Information Systems (GIS) software on an unlimited basis, plus software maintenance as provided in quote 4 Q-391789 utilizing Federal GSA pricing (Contract No. GS-35F-253CA)in the amount of$150,000.00 for 3 years ($50,000.00 annually) to be paid by the following Departments/Agencies: Planning - $30,000.00; Monroe County Property Appraisers Office- $30,000.00; Monroe County Sheriffs office- $19,500.00; Engineering (Roads and Bridges Department) - $30,000.00; Information Technology - $40,500.00. ITEM BACKGROUND: Monroe County BOCC purchases Geographic Information System (GIS) software from Environmental Systems Research Institute (ESRI) on an annual renewal basis. We use the software to combine traditional data sets with interactive maps and we offer access to our data through the intranet (internal County employees) and through internet at our Monroe County website (internal County employees and citizens). - Prior to 2013, several constitutionals and the BOCC had multiple desktop licenses for the ESRI ArcGIS product and each entity was paying maintenance separately - In 2013, Monroe County IT coordinated with the constitutionals and ESRI on the creation of an Enterprise ArcGIS license in which everyone traded in their individual licenses and got Enterprise licenses good for more functionality and for use by more clients. The license cost of the enterprise solution was $50K per year and was split among the entities listed below. - This item is a continuation of that agreement with an extension for another 3 year term, to cover the next three fiscal years (FY 19, 20, 21). ESRI continues to be the best solution in this space. The annual cost for the licensing of this software is still $50,000 annually and that cost is divided between the following departments: Planning - $10,000.00 Monroe County Property Appraisers Office- $10,000.00 Monroe County Sheriffs office- $6,500.00 Packet Pg. 147 C.9 Engineering (Roads and Bridges Department) - $10,000.00 Information Technology - $13,500.00 Effective date on 10-15-2019 for 3 years. The ESRI quote utilizes the Federal GSA Schedule Pricelist (Contract No. GS-3517-253CA)in accordance with Monroe County Code Sec. 2-347(e)(2) and Purchasing Policy Chapter 7 subsection C. Cooperative Purchasing. PREVIOUS RELEVANT BOCC ACTION: Bulked approved on 9-17-2013 Item C-7 Bulked approved on 7-20-2016 Item C-17 CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: 2019 - ESRI QUOTE 2016 - ESRI Invoice C-17 2013 - ESRI Invoice C-7 FINANCIAL IMPACT: Effective Date: 10-15-2019 Expiration Date: 10-15-2022 Total Dollar Value of Contract: $150,000.00 Total Cost to County: $50,000.00 per year for 3 years divided amongst the following Departments/Agencies: Planning - $30,000.00 Monroe County Property Appraisers Office- $30,000.00 Monroe County Sheriffs office- $19,500.00 Engineering (Roads and Bridges Department) - $30,000.00 Information Technology - $40,500.00 Current Year Portion: None this fiscal Budgeted: Yes Source of Funds: Primarily Ad Valorem CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes, amount: Packet Pg. 148 C.9 Grant: No County Match: No Insurance Required: No Additional Details: Information Technology 001 —05002 $150,000.00 None 09/18/19 001-05002 - TECHNICAL SERVICES $150,000.00 REVIEWED BY: Alan MacEachern Completed 09/03/2019 2:20 PM Assistant County Administrator Christine Hurley Completed 09/03/2019 3:05 PM Christine Limbert Completed 09/03/2019 5:24 PM Budget and Finance Completed 09/04/2019 8:11 AM Maria Slavik Completed 09/04/2019 9:19 AM Kathy Peters Completed 09/04/2019 9:23 AM Board of County Commissioners Pending 09/18/2019 9:00 AM Packet Pg. 149 C.9.a • Gesno July 10, 2019 Mr. Alan MacEachern County of Monroe 1200 Truman Ave Ste 211 Key West, FL 33040 0 Dear Alan, as The Esri Small Municipal and County Government Enterprise License Agreement(ELA) is a three-year °b CL agreement that will grant your organization access to Esri®term license software on an unlimited basis including maintenance on all software offered through the ELA for the term of the agreement. The ELA Ln will be effective on the date executed and will require a firm,three-year commitment. 3 Based on Esri's work with several organizations similar to yours,we know there is significant potential to CID apply geographic information system (GIS)technology in many operational and technical areas within CID your organization. For this reason,we believe that your organization will greatly benefit from an enterprise license agreement. 0 An ELA will provide your organization with numerous benefits including: as ■ A lower cost per unit for licensed software ■ Substantially reduced administrative and procurement expenses ■ Maintenance on all Esri software deployed under this agreement ■ Complete flexibility to deploy software products when and where needed The following business terms and conditions will apply: ■ All current departments,employees, and in-house contractors of the organization will be eligible to use the software and services included in the ELA. ■ If your organization wishes to acquire and/or maintain any Esri software during the term of the CY agreement that is not included in the ELA, it may do so separately at the Esri pricing that is generally available for your organization for software and maintenance. ■ The organization will establish a single point of contact for orders and deliveries and will be 04 responsible for redistribution to eligible users. as E ■ The organization will establish a Tier 1 support center to field calls from internal users of Esri software. The organization may designate individuals as specified in the ELA who may directly contact Esri for Tier 2 technical support. ■ The organization will provide an annual report of installed Esri software to Esri. 380 New York Street 909 793 2853 Redlands,California 92373-8100 usa info@esri.com esri.com Packet Pg. 150 C.9.a ■ Esri software and updates that the organization is licensed to use will be automatically available for downloading. ■ The organization will act as an Esri reference site and will permit Esri to publicize its use of Esri software and services. ■ The fee and benefits offered in this ELA proposal are contingent upon your acceptance of Esri's Small Municipal and County Government ELA terms and conditions. ■ Licenses are valid for the term of the ELA. This program offer is valid for 90 days. To complete the agreement within this time frame,please contact me within the next seven days to work through any questions or concerns you may have. To expedite your acceptance of this ELA offer: 1. Sign and return the signature page of the ELA with a Purchase Order or issue a Purchase as Order that references this ELA Quotation and includes the following statement on the face of the CD Purchase Order: "THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND LO CONDITIONS OF THE ESRI SMALL MUNICIPAL AND COUNTY GOVERNMENT ELA,AND ADDITIONAL TERMS AND CONDITIONS IN THIS PURCHASE ORDER WILL NOT APPLY." Have it signed by an authorized representative of the organization. 2. On the first page of the ELA, identify the central point of contact/agreement administrator. The agreement administrator is the parry that will be the contact for management of the software, administration issues, and general operations. Information should include name,title (if 0 applicable), address,phone number,and e-mail address. 3. In the purchase order, identify the "Ship to" and 'Bill to" information for your organization. 4. Send the purchase order and agreement to the address, email or fax noted below: Esri e-mail: service@esri.com Attn: Customer Service SG-ELA fax documents to: 909-307-3083 380 New York Street Redlands, CA 92373-8100 W I appreciate the opportunity to present you with this proposal, and I believe it will bring great benefits to your organization. Thank you very much for your consideration. cv Best Regards, Ben McCrary Esri Account Manager 704-541-9810 ext. 1666 Small Government ELA 2 Packet Pg. 151 C.9.a THE Quotation # Q-391789 e s r i SCIENCE OF GWHERE' Date: July 10, 2019 Environmental Systems Research Institute, Inc. Customer# 15220 Contract# 380 New York St Redlands, CA 92373-8100 County of Monroe Phone: (909)793-2853 Fax: (909)307-3049 Information Systems DUNS Number: 06-313-4175 CAGE Code: OAMS3 1200 Truman Ave Ste 211 Key West, FL 33040 To expedite your order,please attach a copy of ATTENTION: Alan MacEachern this quotation to your purchase order. PHONE: (305)453-8792 as Quote is valid from: 711012019 To: 101812019 EMAIL: maceachern-alan@monroecounty-fl.gov 0 Material Qty Term Unit Price Total (D 168179 1 Year 1 $50,000.00 $50,000.00 as CL 2019- Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement CD 168179 1 Year 2 $50,000.00 $50,000.00 2020- Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement as 168179 1 Year 3 $50,000.00 $50,000.00 �s 2021 - Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement 0 2 Subtotal: $150,000.00 Sales Tax: $0.00 Estimated Shipping and Handling (2 Day Delivery): $0.00 Contract Price Adjust: $0.00 Total: $150,000.00 CY Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management,procurement,or invoice program. 04 For questions contact: Email: Phone: Ben McCrary bmccrary@esri.com 704-541-9810 ext. 1666 x1666 E �s The items on this quotation are subject to and governed by the terms of this quotation,the most current product specific scope of use document found at https:Hassets.esri.com/content/dam/esrisites/media/ieaal/product-specific-terms-of-use/e300.pdf,and your applicable signed agreement with Esri. If no such agreement covers any item quoted,then Esri's standard terms and conditions found at https:Hao.esri.com/MAPS apply to your purchase of that item. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some state and local government purchases.All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings.Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order,offer,or confirmation sent to or to be sent by buyer. Unless prohibited by law,the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license.The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin. MCCRARYB This offer is limited to the terms and conditions incorporated and attached herein. Packet Pg. 152 C.9.a THE Quotation # Q-391789 e s r i SCIENCE OF GWHERE' Date: July 10, 2019 Environmental Systems Research Institute, Inc. Customer# 15220 Contract# 380 New York St Redlands, CA 92373-8100 County of Monroe Phone: (909)793-2853 Fax: (909)307-3049 Information Systems DUNS Number: 06-313-4175 CAGE Code: OAMS3 1200 Truman Ave Ste 211 Key West, FL 33040 To expedite your order,please attach a copy of ATTENTION: Alan MacEachern this quotation to your purchase order. PHONE: (305)453-8792 as Quote is valid from: 711012019 To: 101812019 EMAIL: maceachern-alan@monroecounty-fl.gov 0 The following items are optional items listed for your convenience. These items are not included in the totals of this quotation. (D as CL Material Qty Unit Price Total CD In 126959 4 $650.00 $2,600.00 Year 1 -SGEA Training Package-4 Days Instructor Led Training 3 as as 126959 4 $650.00 $2,600.00 �s Year 2-SGEA Training Package-4 Days Instructor Led Training 0 126959 4 $650.00 $2,600.00 a Year 3-SGEA Training Package-4 Days Instructor Led Training 3 0 �s CY e Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management,procurement,or invoice program. 04 For questions contact: Email: Phone: Ben McCrary bmccrary@esri.com 704-541-9810 ext. 1666 x1666 E �s The items on this quotation are subject to and governed by the terms of this quotation,the most current product specific scope of use document found at https:Hassets.esri.com/content/dam/esrisites/media/ieaal/product-specific-terms-of-use/e300.pdf,and your applicable signed agreement with Esri. If no such agreement covers any item quoted,then Esri's standard terms and conditions found at https:Hao.esri.com/MAPS apply to your purchase of that item. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some state and local government purchases.All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings.Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order,offer,or confirmation sent to or to be sent by buyer. Unless prohibited by law,the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license.The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin. MCCRARYB This offer is limited to the terms and conditions incorporated and attached herein. Packet Pg. 153 C.9.a THE Quotation # Q-391789 e s r i SCIENCE OF GWHERE' Date: July 10, 2019 Environmental Systems Research Institute, Inc. Customer# 15220 Contract# 380 New York St Redlands, CA 92373-8100 County of Monroe Phone: (909)793-2853 Fax: (909)307-3049 Information Systems DUNS Number: 06-313-4175 CAGE Code: OAMS3 1200 Truman Ave Ste 211 Key West, FL 33040 To expedite your order,please attach a copy of ATTENTION: Alan MacEachern this quotation to your purchase order. PHONE: (305)453-8792 as Quote is valid from: 711012019 To: 101812019 EMAIL: maceachern-alan@monroecounty-fl.gov O If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to indicate your acceptance,you must fax Esri the signed quote in its entirety in order for the quote to be accepted.You will be contacted by your Customer Service Representative if additional information is required to complete your request. qb If your organization is a US Federal,state,or local government agency;an educational facility;or a company that will not pay an invoice without having issued a formal purchase order,a signed quotation will not be accepted unless it is accompanied by your purchase order. In order to expedite processing,please reference the quotation number and any/all applicable Esri contract number(s)(e.g.MPA,ELA,SmartBuy,GSA, 6011 BPA)on your ordering document. ° BY SIGNING BELOW,YOU CONFIRM THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION,AND YOU ARE AUTHORIZING ESRI TO ISSUE AN INVOICE FOR THE ITEMS INCLUDED IN THE ABOVE QUOTE IN THE AMOUNT OF$ ,PLUS SALES TAXES IF APPLICABLE.DO NOT USE THIS FORM IF YOUR ORGANIZATION WILL NOT HONOR AND PAY ESRI'S INVOICE WITHOUT ADDITIONAL AUTHORIZING PAPERWORK. Please check one of the following: O agree to pay any applicable sales tax. qb am tax exempt,please contact me if exempt information is not currently on file with Esri. O Signature of Authorized Representative Date 0 Name(Please Print) Title The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchase/license.This information may not be given to outside CY parties or used for any other purpose without consent from Environmental Systems Research Institute,Inc.(Esri). ER Any estimated sales and/or use tax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes.Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing.If your organization is tax exempt or pays state tax directly,then prior to invoicing,your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction. ° Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management,procurement,or invoice program. 04 For questions contact: Email: Phone: Ben McCrary bmccrary@esri.com 704-541-9810 ext. 1666 x1666 E 0 The items on this quotation are subject to and governed by the terms of this quotation,the most current product specific scope of use document found at https:Hassets.esri.com/content/dam/esrisites/media/ieaal/product-specific-terms-of-use/e300.pdf,and your applicable signed agreement with Esri. If no such agreement covers any item quoted,then Esri's standard terms and conditions found at https:Hao.esri.com/MAPS apply to your purchase of that item. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some state and local government purchases.All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings.Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order,offer,or confirmation sent to or to be sent by buyer. Unless prohibited by law,the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license.The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin. MCCRARYB This offer is limited to the terms and conditions incorporated and attached herein. Packet Pg. 154 Eoh Use Only: Cunt Name � n+s y����� �^ s / Cunt.# ������� o c p smcs PO# \��,�y Enri Agreement#____________ SMAI I EN7FERI�I�ZUSEAGREEWEN7F COUN I Y A M[) M Ll MUCU1� A I I Y G OV��E��R M M��E M I (E214~3) This Agreement is by and between the organization identified in the Quotation ("Customer")and Environmental Systems Research Institute, Inc. (~Esri~). This Agreement sets forth the terms for Customer's use of Products and incorporates by nofononoe (i)the Quotation and ond (ii)the Master Agreement. Should there be any conflict between the terns and conditions of the 0 documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (i)the w- Quototion. (ii)this Agreement, and (iii)the Master Agreement. This Agreement shall be governed by and M construed in accordance with the laws of the state in which Customer is located without reference to conflict of laws prinoip|es, and the United States ofAmerica federal law shall govern in matters of intellectual property. The (D modifications and additional rights granted in this Agreement apply only to the Products listed in Table A. CL Ln CD A 66- I �st of I�IiroftGtS . Uncapped Quantities Developer Tools � Desktop Software and Extensions (Single Use) AroQ|S Engine AroQ|S Desktop Advanced AroQ|S Engine Extensions: AroQ|S 3OAno|yst. AroQ|S Desktop Standard AroQ|S Spatial Ano|yst, AroQ|S Engine Qeodotabose AroQ|S Desktop Basic Update, AroQ|S Network Analyst, AroQ|SSchematics 0 AroQ|S Desktop Extensions: AroQ|S3OAnalyst, AroQ|S Runtime (Stondond) L) AroQ|S Spatial Analyst, AroQ|S Qeostotistioo| AroQ|S Runtime Analysis Extension Ano|yst, AnoQ|S Pub|isher,AroQ|S Network Analyst, AnoQ|S Schematics, AroQ|SWorkflow Limited Quantities �0 Manager, AnoQ|S Data Reviewer One (1) Professional subscription to AroQ|S u� Developer* Enterprise Software and Extensions Two (2) Esh CityEngine Advanced Single Use l� AroQ|S Enterprise and VVorkgroup Licenses < (Advanced and Standard) 250AnoQ|S Online Viewers AroQ|S Enterprise Extensions: AroQ|S 3OAno|yst. 250AnoQ|S Online Creators AroQ|S Spatial Analyst, AroQ|SQeostotistioo| 37.5OOAroQ|S Online Service Credits ~� Analyst, AnoQ|S Network Analyst, AroQ|S 250AnoQ|S Enterprise Creators Schematics, AroQ|S Workflow Manager 5 Insights for AroQ|S for use with AroQ|SEnterprise 5 Insights for AroQ|S for use with AroQ|SOnline CY Enterprise Additional Capability Servers AroQ|S Image Server wv OTHER BENEFITS ~" � N Number of Esri User Conference registrations provided annually 4 Number of Tier 1 Help Desk individuals authorized to call Esri 4 E Maximum number of sets of backup media, if requested" 2 U Self-Paced e-Learning Uncapped Z Five percent(5%)discount on all individual commercially available instructor-led training classes at Esri < facilities purchased outside this Agreement(Discount does not apply to Small Enterprise Training Package) ° Maintenance is not provided for these items "Additional sets of backup media may be purchased for ofee Page 1 ors March 15.2019 C.9.a Customer may accept this Agreement by signing and returning the whole Agreement with (i)the Quotation attached, (ii) a purchase order, or(iii)another document that matches the Quotation and references this Agreement ("Ordering Document"). ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S PURCHASE ORDER OR OTHER DOCUMENT WILL NOT APPLY,AND THE TERMS OF THIS AGREEMENT WILL GOVERN. This Agreement is effective as of the date of Esri's receipt of an Ordering Document, unless otherwise agreed to by the parties ("Effective Date"). Term of Agreement: Three (3)years U) This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4— Product Updates, no modifications can be made to this Agreement. Accepted and Agreed: (Customer) LO By: Authorized Signature Printed Name: Title: 0 Date: 3 0 CUSTOMER OIke'TAC"T E Ike IVY'O @ I I]O Contact: Telephone: Address: Fax: City, State, Postal Code: E-mail: W Country: Quotation Number(if applicable): N Page 2 of 6 March 15,2019 Packet Pg. 156 C.9.a I e 0............. II:AI.YIILILIII III IIL.. IIII' III.III IIIII IILIILIII III e0............,A.AY IL II0NAL.. III IN IIL IIII III.III IIII. In addition to the definitions provided in the Master 2.1 Grant of License. Subject to the terms and Agreement, the following definitions apply to this conditions of this Agreement, Esri grants to Agreement: Customer a personal, nonexclusive, nontransferable license solely to use, copy, and "Case" means a failure of the Software or Online Deploy quantities of the Products listed in Services to operate according to the Documentation Table A—List of Products for the Term of where such failure substantially impacts operational Agreement (i)for the applicable Fee and (ii) in or functional performance. accordance with the Master Agreement. "Deploy", "Deployed" and "Deployment' mean to 2 2 Consultant Access. Esri grants Customer the redistribute and install the Products and related right to permit Customer's consultants or Authorization Codes within Customer's contractors to use the Products exclusively for organization(s). Customer's benefit. Customer will be solely responsible for compliance by consultants and "Fee" means the fee set forth in the Quotation. contractors with this Agreement and will ensure that the consultant or contractor discontinues "Maintenance" means Tier 2 Support, Product use of Products upon completion of work for LO updates, and Product patches provided to Customer Customer. Access to or use of Products by during the Term of Agreement. consultants or contractors not exclusively for Customer's benefit is prohibited. Customer may "Master Agreement" means the applicable master not permit its consultants or contractors to install agreement for Esri Products incorporated by this Software or Data on consultant, contractor, or reference that is (i)found at third-party computers or remove Software or http://www.esri.com/legal/software-license and Data from Customer locations, except for the available in the installation process requiring purpose of hosting the Software or Data on acceptance by electronic acknowledgment or(ii) a Contractor servers for the benefit of Customer. t3 signed Esri master agreement or license agreement that supersedes such electronically acknowledged master agreement. 3.0........................""'IIII""'IIIIIIII.IIIIIIW IIII""'IIIIIIII.IIIIIIIIIIIIIII IIICIIIW IIIIIIa IIIIIIIIIIIIixIIIIIIIIIIII IIICIII "Product(s)" means the products identified in 3.1 Term. This Agreement and all licenses cn Table A—List of Products and any updates to the list hereunder will commence on the Effective Date Esri provides in writing. and continue for the duration identified in the Term of Agreement, unless this Agreement is "Quotation" means the offer letter and quotation terminated earlier as provided herein. Customer cn provided separately to Customer. is only authorized to use Products during the .� Term of Agreement. For an Agreement with a "Technical Support" means the technical limited term, Esri does not grant Customer an assistance for attempting resolution of a reported indefinite or a perpetual license to Products. Case through error correction, patches, hot fixes, workarounds, replacement deliveries, or any other 3 2 No Use upon Agreement Expiration or type of Product corrections or modifications. Termination.All Product licenses, all Maintenance, and Esri User Conference Ir- "Tier 1 Help Desk" means Customer's point of registrations terminate upon expiration or CD contact(s)to provide all Tier 1 Support within termination of this Agreement. Customer's organization(s). 3 3 Termination for a Material Breach. Either party "Tier 1 Support" means the Technical Support may terminate this Agreement for a material provided by the Tier 1 Help Desk. breach by the other party. The breaching party will have thirty(30)days from the date of written "Tier 2 Support" means the Esri Technical Support notice to cure any material breach. provided to the Tier 1 Help Desk when a Case cannot be resolved through Tier 1 Support. 3 4 Termination for Lack of Funds. For an Agreement with government or government- owned entities, either party may terminate this Agreement before any subsequent year if Page 3 of 6 March 15,2019 Packet Pg. 157 C.9.a Customer is unable to secure funding through a 21eir '1 SupIpoir't the legislative or governing body's approval process. 1 Customer will provide Tier 1 Support through the Tier 1 Help Desk to all 2 5 Follow-on Term. If the parties enter into Customer's authorized users. another agreement substantially similar to this Agreement for an additional term, the effective 2 The Tier 1 Help Desk will be fully trained in date of the follow-on agreement will be the day the Products. after the expiration date of this Agreement. 2 At a minimum, Tier 1 Support will include those activities that assist the user in e f°rIIICIIIaiIII UIIC° IIlalll Illlllll. resolving how-to and operational questions as well as questions on installation and 1 Future Updates. Esri reserves the right to troubleshooting procedures. update the list of Products in Table A—List of Products by providing written notice to 4 The Tier 1 Help Desk will be the initial point Customer. Customer may continue to use all of contact for all questions and reporting of a Products that have been Deployed, but support Case. The Tier 1 Help Desk will obtain a full IL and upgrades for deleted items may not be description of each reported Case and the available. As new Products are incorporated into system configuration from the user. This `O the standard program, they will be offered to may include obtaining any customizations, Customer via written notice for incorporation into code samples, or data involved in the Case. the Products schedule at no additional charge. Customer's use of new or updated Products 5 If the Tier 1 Help Desk cannot resolve the requires Customer to adhere to applicable Case, an authorized Tier 1 Help Desk additional or revised terms and conditions in the individual may contact Tier 2 Support. The Master Agreement. Tier 1 Help Desk will provide support in such a way as to minimize repeat calls and make 2 Product Life Cycle. During the Term of solutions to problems available to Agreement, some Products may be retired or Customer's organization. 3 may no longer be available to Deploy in the identified quantities. Maintenance will be subject 2 Tier 1 Help Desk individuals are the only to the individual Product Life Cycle Support individuals authorized to contact Tier 2 cis Status and Product Life Cycle Support Policy, Support. Customer may change the Tier 1 which can be found at Help Desk individuals by written notice to httpe//support.esri.com/en/content/productlifecycl Esri. gs. Updates for Products in the mature and retired phases may not be available. Customer Ib 21eir 2 SupIpoiir't .� may continue to use Products already Deployed, but Customer will not be able to Deploy retired 1 Tier 2 Support will log the calls received Products. from Tier 1 Help Desk. 2 Tier 2 Support will review all information collected by and received from the Tier 1 W .0.........................MAINIII IIIIIIII:IIIIII2IIIlIIII. Help Desk including preliminary documented troubleshooting provided by the Tier 1 Help The Fee includes standard maintenance benefits Desk when Tier 2 Support is required. during the Term of Agreement as specified in the most current applicable Esri Maintenance and 2 Tier 2 Support may request that Tier 1 Help Support Program document(found at Desk individuals provide verification of http://www.esri.com/legal). At Esri's sole discretion, information, additional information, or Esri may make patches, hot fixes, or updates answers to additional questions to available for download. No Software other than the supplement any preliminary information defined Products will receive Maintenance. gathering or troubleshooting performed by Customer may acquire maintenance for other Tier 1 Help Desk. Software outside this Agreement. Tier 2 Support will attempt to resolve the Case submitted by Tier 1 Help Desk. Page 4 of 6 March 15,2019 Packet Pg. 158 C.9.a 5 When the Case is resolved, Tier 2 Support c, If requested, Esri will ship backup media to the will communicate the information to Tier 1 ship-to address identified on the Ordering Help Desk, and Tier 1 Help Desk will Document, FOB Destination, with shipping disseminate the resolution to the user(s). charges prepaid. Customer acknowledges that should sales or use taxes become due as a result of any shipments of tangible media, Esri .............Illflllllll!IIIIII: CIII3IIIlllll.IllIlllllllall 111 IIIIII: Illf° illllltlll...IIIIII III has a right to invoice and Customer will pay any such sales or use tax associated with the receipt This Agreement will not be construed or interpreted of tangible media. as an exclusive dealings agreement or Customer's endorsement of Products. Either party may publicize 8 2 Order Requirements. Esri does not require � the existence of this Agreement. Customer to issue a purchase order. Customer may submit a purchase order in accordance with its own process requirements, provided that if ............. IIIIIIIIIIII3III III III IIIIIIlllll. Illfllllllll. uillllllllllllll.IIIIIIIIIII.III 111 Customer issues a purchase order, Customer will submit its initial purchase order on the 7.1 OEM Licenses. Under Esri's OEM or Solution Effective Date. If this is a multi-year Agreement, OEM programs, OEM partners are authorized to Customer will submit subsequent purchase orders to Esri at least thirty embed or bundle portions of Esri products and (30) calendar days LO services with their application or service. OEM before the annual anniversary date for each partners' business model, licensing terms and year. conditions, and pricing are independent of this Agreement. Customer will not seek any discount aAll orders pertaining to this Agreement will be from the OEM partner or Esri based on the processed through Customer's centralized point availability of Products under this Agreement. of contact. Customer will not decouple Esri products or services from the OEM partners' application or I The following information will be included in service. each Ordering Document: g, p Deployments. (1) Customer name; Esri customer number, if 2 Annual Report of De to ments.At each anniversary date and ninety(90) calendar days known; and bill-to and ship-to addresses prior to the expiration of this Agreement, (2) Order number Customer will provide Esri with a written report (3) Applicable annual payment due cis detailing all Deployments. Upon request, Customer will provide records sufficient to verify the accuracy of the annual report. e °°°°°°°°°°°°dlI Illlllllall 2 llllllllall 3WAcQusI"IIC'lloms, CIII lllllll ice""III""III""III"" IIII' Illl i W If Customer is a commercial entity, Customer will III "IIC' notify Esri in writing in the event of(i) a ......,Illl 111 lll:lI all llllll W : III IIII II ..IILIII III CIIL...IIL. uilllllllllll. W Illf llllllllall...IIIIIL..IIIW IIIIII;) consolidation, merger, or reorganization of Customer lllllllll.IlC° IIL..CIIIIIIIIIII.III 111 with or into another corporation or entity; (ii) Customer's acquisition of another entity; or(iii) a cn 8.1 Orders, Delivery, and Deployment transfer or sale of all or part of Customer's organization (subsections i, ii, and iii, collectively a Upon the Effective Date, Esri will invoice referred to as "Ownership Change"). There will be Customer and provide Authorization Codes to no decrease in Fee as a result of any Ownership activate the nondestructive copy protection Change. program that enables Customer to download, operate, or allow access to the Products. If this 9.1 If an Ownership Change increases the is a multi-year Agreement, Esri may invoice the cumulative program count beyond the maximum Fee before the annual anniversary date for each level for this Agreement, Esri reserves the right year. to increase the Fee or terminate this Agreement and the parties will negotiate a new agreement. �Ib Undisputed invoices will be due and payable within thirty(30) calendar days from the date of 9 2 If an Ownership Change results in transfer or invoice. Esri's federal ID number is 95-2775-732. sale of a portion of Customer's organization, that portion of Customer's organization will transfer Page 5 of 6 March 15,2019 Packet Pg. 159 C.9.a the Products to Customer or uninstall, remove, and destroy all copies of the Products. This Agreement may not be assigned to a successor entity as a result of an Ownership Change unless approved by Esri in writing in advance. If the assignment to the new entity is not approved, Customer will require any successor entity to uninstall, remove, and destroy the Products. This Agreement will terminate upon such Ownership Change. 0 CD eO 3 0 3 0 cv 4i 0 Page 6 of 6 March 15,2019 Packet Pg. 160 C.9.b MONROE COUNTY PURCHASE ORDER NO. 00059620 BOARD OF COUNTY COMMISSIONERS 1100 Simonton Street, Suite 2-213 PAGE NO. 1 Key West, FL 33040 PDF COPY SALES TAX EXEMPT NO.:85-8013825294C-7 V r—000479 7 H (_MONROE COUNTY INFORMATION TECHNOLOI N FILE 54630 1 1200 TRUMAN AVE. SUITE 211 D P KEY WEST, FL 33040 RI 1 LOS ANGELES CA 90074 4630 I TI ATTN: MARIA GUERRA L_ _ p l— 10/05/18 MARIA GUERRA / IT DEPT 0053 ORDER DATE: BUYER REQ.NO: 921 REQ.DATE - _ ERMS NET 3 0 DAYS FOB D tsESC_ LO ITEM QUANTITY DESCRIPTION UNIT PRICE ETEN"a"PON 01 1 00 F.. CH3 YR, RENEWAL ESRI BY TERMS AND 50000,0000 50,'000, 01 CONDITIONS TOTAL $150,000.00 $50,000.00 PER YEAR BOCC APPROVED 7-20-2016 ITEM C-17 QUOTE # 25855250 O ti 4� O f!5 f!5 2- t s D)�' as 0 .._.... ... . .. ...... .. �. . ..n___.w_,._ �� �..._ .ww ., .. .�.,- __ ...�. ITEM# COST CENTER ACCOUNT PROJECT_PROJECT ACCT AMOUNT PAGE TOTAL $ 50, 000.00 ...... _ 01 05002 530340 30,000,00 TOTAL $ 50, 000 00 I� 01 22500 530340 10,000„00 - --• 01i50500 530340 10,000.00 PARTIAL PAYMENT � � � FINAL PAYMENT E INVOICE NO. _ _._ ._ INVOICE AMOUNT _Q_j�� PAYMENT DESC. _.... n._.._.._._ .. _ .._..._ PAYMENT OVAL __....._ _... .. PURCHASING AGENT Packet Pg. 161 C.9.b • Invoice : 93532476 Document date 10/09/2018 Order : 3446915 Delivery ® Customer 15220 Contract SMALL GOVT ELA US 40esn Customer PO 00059620 P.O. Date 10/05/2018 380 New York Street End User 15220 County of Monroe Redlands,CA-92373 Project Phone:l9091 793-2 853 ! invoice Page : 1 m Bill to: Ship to: Attn: Maria Guerra County of Monroe County of Monroe Information Systems Information Systems 1200 Truman Ave Ste 211 1200 Truman Ave Ste 211 m Key West FL 33040-7270 Key West FL 33040-7270 m For questions regarding this document, please contact Customer Service at 888-377-4575. `O Terms of payment: Net Due 30 days, no discount The line items included in this transaction are governed exclusively by the terms of the above-referenced contract,if any,or,where applicable,Esri's,standard terms and conditions at www.esri.com/legal/software4icense. m Per the terms and conditions in your Esri Enterprise License Agreement,your organization is required to provide an annual usage report.This report should detail all deployments made under this agreement for your previous term,and should be provided to Esri as an Excel spreadsheet. The annual usage report must include actual license counts by product,licensee,and location. o m Please return your report via email to ela_usage_reports@esri.com. Thank you in advance for your prompt attention to this matter. o f!5 f!5 Item Oty Material Number Price 10 1 110037 50,000.00 W Populations of 50,001 to 100,000 Small Government Term'Enterprise V License Agreement Start Date: 10/15/2018 End Date: 10/14/2019 0 20 1 110402 ArcGIS Desktop Advanced Small Government Enterprise License Agreement Start Date: 10/15/2018 End Date: 1 011 4/201 9 co N 30 1 110403 ArcGIS Desktop Standard Small Government Enterprise License Agreement Start Date: 10/15/2018 0 End Date: 10/14/2019 40 1 110404 ArcGIS Desktop Basic Small Government Enterprise License Agreement Start Date: 10/15/2018 End Date: 10/14/2019 Packet Pg. 162 C.9.b Invoice 93532476 Document date 10/09/2018 Order 3446915 Delivery ® Customer 15220 Contract SMALL GOVT E1_A US 4pesri Customer PO 00059620 P.O. Date 10/05/2018 380 New York Street End user 15220 County of Monroe Redlands,CA-923 73 Project Phone:(909)793-2853 Invoice Page 2 Item Qty Material Number Price 50 1 110405 0 ArcGIS Extensions for Desktop Small Government Enterprise License Agreement Start Date: 10/15/2018 LO End Date: 10/14/2019 3 60 1 110406 ArcGIS Enterprise with Extensions Small Government Enterprise License Agreement Start Date: 10/15/2018 End Date: 10/14/2019 0 0 0 70 1 110407 ArcGIS Developer Professional Annual Subscription Small Government 0 Enterprise License Agreement Start Date: 10/15/2018 End Date: 10/14/2019 80 1 110409 ArcGIS Desktop Advanced Small Government Enterprise License Agreement Maintenance Start Date: 10/15/2018 End Date: 10/14/2019 90 1 110410 ArcGIS Desktop Standard Small Government Enterprise License Agreement Maintenance Start Date: 10/15/2018 End Date: 1 011 4/201 9 0 100 1 110421 ArcGIS Desktop Basic Small Government Enterprise License Agreement Maintenance Start Date: 10/15/2018 End Date: 10/14/2019 110 1 110422 ArcGIS Extensions for Desktop Small Government Enterprise License Agreement Maintenance Start Date: 10/15/2018 Packet Pg. 163 C.9.b Invoice A 93532476 Document date 10/09/2018 ® Order 3446915 Delivery Customer 15220 Contract SMALL GOVT ELA US esr*iCustomer Po 00059620 P.O. Date 10/05/2018 380 New York Street End User 15220 County of Monroe Redl ands,CA-923 73 Project Phone:19091 793-2853 Invoice Page : 3 Item Oty Material Number Price End Date: 1 0/1 412 0 1 9 m._. 120 1 110423 ArcGIS Enterprise with Extensions Small Government Enterprise License `O Agreement Maintenance Start Date: 10/15/2018 End Date: 10/14/2019 130 1 110630 Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement 0 Start Date: 10/15/2018 End Date: 10/14/2019 140 1 128904 (n Esri CityEngine Advanced Single Use Small Government Enterprise License Agreement Start Date: 10/15/2018 End Date: 10/14/2019 150 1 130510 17 ArcGIS Engine with Extensions Small Government Enterprise License Agreement Start Date: 10/15/2018 0 End Date: 10/14/2019 160 1 130596 ArcGIS Online and Portal for ArcGIS Small Government Enterprise License Agreement Start Date: 10/15/2018 End Date: 10/14/2019 170 1 130513 ArcGIS Engine with Extensions Small Government Enterprise License Agreement Maintenance Start Date: 10/15/2018 End Date: 10/14/2019 Packet Pg. 164 C.9.b • Invoice 93532476 Document date 10/09/2018 Order 3446915 Delivery ® Customer 15220 Contract SMALL GOVT ELA US Jpesri Customer PO 00059620 P.O. Date t 1 0105/20 1 8 380 New York Street End User 15220 County of Monroe Redland8,G1-92373 Project „. Phone:009)793-2853 Invoice Page : 4 Item Subtotal 50,000.00 Total: USD 50,000.00 I- eO 3 O 3 O FEIN:95-2775732 0 DUNS/CEC:06-313-4175 CAGE:OAMS3 Please detach lower portion and return with remittance • Remit Payment to: ® Environmental Systems Research Institute, Inc. Olri esi By Check: Electronic Instructions: P.O. Box 741076 Bank:Bank of America Acct#:1496150335 Los Angeles 9 Wine ABA:026009593 CA 90074-1076 ACH ABA:121000358 County of Monroe Information Systems 1200 Truman Ave Ste 211 Key West FL 33040-7270 Invoice: 93532476 Document Date: 10/09/2018 Order: 3446915 Payer: 15220 Total: USD 50,000.00 Packet Pg. 165 C.9.b MONROE INFORMATION TECHNOLOGY INVOICE PROPERTY APPRAISER Invoice# _ 0000003737 500 WHITEHEAD STREET Date 10/12/2018' Key West,FL 33040 Due Date 10/19/2018 0 Quantity SubAcct Description Total 1 410 ESRI INVOICE #93532476 $10,000.00 TOTAL $10,000.00 LO 3 REMARKS Send invoice with payment to Finance Dept.Stop#8 0 3 0 0 cv Packet Pg. 166 C.9.b COUNTYMONROE INFORMATION TECHNOLOGY INVOICE SHERIFF DEPARTMENT Invoice# 0000003738 5525 College Road Date 10/12/2018 Key West,FL 33040 Due Date 10/19/2018 0 Quantity SubAcct Description Total 1 410 ESRI INVOICE #93532476 $6,500.00 TOTAL $6,500.00 LO REMARKS Send invoice with payment to Finance Dept.Stop#8 0 3 0 (n (n 0 cv Packet Pg. 167 13, C ) � 9 Req#LC 5 ' Monroe County Purchasing Policy and Procedures MONROE COUNTY BUDGET & FINANCE PURCHASING DEPARTMENT PH: 305-292-4464 FAX: 305-292-4465 REQUEST TO PURCHASE, (D.2.) To: Purchasing,.Departinent Date: — 10-01-18 From (Dept.): information Technol9gy-,,4 Purchasing Approval: 0 Name: Maria Guerra By: Phone/Ext: 11 Account: 05002 530340 22500 50500 LO ............. ....... Shi Code to Location: roject Qty. Unit Prod.# Description Unit Total Cost Acct. # 1 Cost 3 yr. renewal ESRI by terms and condition 30,000.0 05002 0 total$150,000.00 per year$50,000.00 nj$ 10,000.( 22500 BOCC approved 7-20-2016 item C-17 $ 10,000.( 50500 quote#25855250 ca .. ............ W ............. 0 Total > Items needed by: Vendor Name: ES RI, INC Vendor Number: 000479 W Remarks/Recommendations: C14 Administrative Instructio is: E Reviewed By: Date: 10-01-2018 Purchasing Office use only: Reviewed By: Date: Page 62 Revised BOCC 7/15/2015 Packet Pg. 168 C.9.b • ® Esri Inc 380 New York Street Gesn Redlands CA 92373 Subject: Renewal Quotation Date: 09/15/2018 To: Alan Maceachern Organization: County of Monroe Information Systems Fax#: 305-292-4401 Phone#: 305-453-8792 IL ee From: Trina Isaacs Fax#: 909-307-3083 Phone#: 888-377-4575 Ext. 2258 Email: tisaacs@esri.com Number of pages transmitted Quotation #25855250 (including this cover sheet): 3 Document Date: 07/16/2018 0 Please find the attached quotation for your forthcoming term. Keeping your term current may entitle you to exclusive benefits, and if you choose to discontinue your coverage, you will become ineligible for these valuable benefits and services. (n If your quote is regarding software maintenance renewal, visit the following website for details regarding the maintenance program benefits at your licensing level (n http://www. esri.com/apps/products/maintenance/qualifying.cfm All maintenance fees from the date of discontinuation will be due and �s payable if you decide to reactivate your coverage at a later date. 0 Please note: Certain programs and license types may have varying benefits. Complimentary User Conference registrations, software support, and software and data updates are not included in all programs. (n Customers who have multiple copies of certain Esri licenses may have the option of supporting some of their licenses with secondary maintenance. For information about the terms of use for Esri products as well as purchase order terms and conditions, please visit http://www. esri.com/legal/licensing/software-license.htmi If you have any questions or need additional information, please contact Customer Service at 888-377-4575 option 5. Packet Pg. 169 C.9.b Gesri3�8[t flew York Street Redlands,CA 92373 Quotation Phone:888.377-45752258 Fax#:909-307-3083 Date: 07/16/2018 Quotation Number: 25855250 Contract Number: SMALL GOVT ELA US Send Purchase Orders To: Environmental Systems Research Institute, In 380 New York Street Redlands, CA 92373-8100 Attn: Trina Isaacs County of Monroe Please include the following remittance address Information Systems on your Purchase Order: 1200 Truman Ave Ste 211 Environmental Systems Research Institute, In Key West FL 33040 P.O. Box 741076 Attn:Alan Maceachern Los Angeles, CA 90074-1076 Customer Number: 15220 For questions regarding this document,please contact Customer Service at 888-377-4575. eO Item Qty Material# Unit Price Extended Price @ 3 c Per the terms and conditions in your Esri Enterprise License Agreement, your organization is required to provide an annual usage report. This report should detail all deployments made under this agreement for your previous term, and should be provided to Esri as an Excel spreadsheet. 0 The annual usage report must include actual license counts by product, licensee, and location. Please return your report via email to ela_usage_reports@esri.com. 0 Thank you in advance for your prompt attention to this matter. 10 1 110037 50,000.00 50,000.00 Populations of 50,001 to 100,000 Small Government Term Enterprise License Agreement Start Date: 10/15/2018 End Date: 10/14/2019 Item Subtotal 50,000.00 0 ao Estimated Tax 0.00 > c Total USD 50,000.00 DUNS/CEC: 06-313-4175 CAGE: OAMS3 Quotation is valid for 90 days from document date. cv Any estimated sales and/or use tax has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing. If your organization is tax exempt or pays state taxes directly,then prior to invoicing,your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction. Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement,or invoice program. Issued By: Trina Isaacs Ext: 2258 [ISAACSTi To expedite your order,please reference your customer number and this quotation number on your purchase order. Packet Pg. 170 C.9.b 380 New York Street esr ®Redlands,CA 92373 Quotation Phone:888- 77-45752258 Page 2 Fax#:909-307-308 Date: 07/16/2018 Quotation No: 25855250 Customer No: 15220 Contract No: SMALL GOVT ELA US Item Qty Material# Unit Price Extended Price IF YOU WOULD LIKE TO RECEIVE AN INVOICE FOR THIS MAINTENANCE QUOTE YOU MAY DO ONE OF THE FOLLOWINC • RESPOND TO THIS EMAIL WITH YOUR AUTHORIZATION TO INVOICE • SIGN BELOW AND FAX TO 909-307-3083 • FAX OR EMAIL YOUR PURCHASE ORDER TO 909-307-3083/Service@esri.com REQUESTS VIA EMAIL OR SIGNED QUOTE INDICATE THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION AND THAT YOUR ORGANIZATION DOES NOT REQUIRE A PURCHASE ORDER. If there are any changes required to your quotation please respond to this email and indicate any changes in your invoice authorization. If you choose to discontinue your support, you will become ineligible for support benefits and services. All maintenance fee from the date of discontinuation will be due and payable if you decide to reactivate your support coverage at a later date. 3 The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at http://www.esri.com/-- /media/Files/Pdfs/legal/pdfs/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri's standard terms and conditions found at http://www.esri.com/— /media/Files/Pdfs/legal/pdfs/ma-full/ma-full.pdf apply to your purchase of that item. Federal government entities and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply Schedule. Supplemental terms and conditions found at g, http://www.esri.com/legal/supplemental-terms-and-conditions apply to some state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or o additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. The quotation (n information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin. In order to expedite processing, please reference the quotation number and any/all applicable Esri contract number(s)(e.g. MPA, ELA, SmartBuy, GSA, BPA)on your ordering document. .� By signing below, you are authorizing Esri to issue a software support invoice in the amount of tj USD plus sales tax, if applicable. 0 Please check one of the following:. > I agree to pay any applicable sales tax. cis I am tax exempt. Please contact me if Esri does not have my current exempt information on file. cv Signature of Authorized Representative Date Name(Please Print) Title [ISAACST] Packet Pg. 171 C.9.b fur I II &ht "I MONROE CLERKOF CIRCUIT COURT & COMPTROLLER Ran DATE: August 15, 2016 TO: Alan MaeEachern, Director Information Technology LO AT7N. Maria Guerra Executive Assistant FROM.• Cheryl Robertson Executive Aide to the Clerk of Court&Comptroller At the July 20, 2016 Board of County Commissioner's meeting the Board granted approval and 0 authorized execution of Item C 17 Approval of a three(3)year agreement for the ESRI Small Municipal and County Government Enterprise License Agreement with Environmental Systems Research Institute, Inc. to access GIS software on an unlimited basis and include software maintenance as provided in quote #20489632, Total cost for 36 months is$150,000.00. Enclosed is a duplicate original of the above mentioned for your handling. Should you have any questions,please feel free to contact our office. cc: County Attorney Finance File E 500 Whitehead Street Suite 101,PO Box 1980,Key West FL 33040 Phone:3OS-195-3130 Fax:305.295-3663 3117 Overseas Highway,Marathon,FL 33050 Phone;305-289.6027 Fax:305-289-602S 8882OOverseas Highway,Plantation Key,Fr 33070 Phone:852-7145 Fax.305-852-7146 Packet Pg. 172 C.9.b #esri" June 28,2016 Alan MacEachem County of Monroe 1200 Truman Ave Ste 211 Key West,FL 33040 Rear Alan, CD to The Esri Small Municipal and County Government Enterprise License Agreement(ELA)is a three-year agreement that will grant your organization access to Esri*term license software on an unlimited basis including maintenance on all software offered through the ELA for the term of the agreement.The ELA renewal will be effective on 10-15-2016 and will require a firm,three-year commitment. Based on Esri's work with several organizations similar to yours,we know there is significant potential to apply geographic Information system(GIS)technology in many operational and technical areas within your organization.For this reason,we believe that your organization will greatly benefit from an enterprise license agreement. U An ELA will provide your organization with numerous benefits including: 3 • A lower cost per unit for licensed software • Substantially reduced administrative and procurement expenses ■ Maintenance on all Esri software deployed under this agreement ■ Complete flexibility to deploy software products when and where needed The following business terms and conditions will apply: • All current departments,employees,and in-house contractors of the organization will be eligible to use the software and services included in the ELA. • If your organization wishes to acquire and/or maintain any Esri software during the term of the agreement that is not included in the ELA,it may do so separately at the Esri pricing that is S generally available for your organization for software and maintenance. • The organization will establish a single point of contact for orders and deliveries and will be responsible for redistribution to eligible users. • The organization will establish a Tier 1 support center to field calls from internal users of Esri software.The organization may designate individuals as specified in the ELA who may directly contact Esri for Tier 2 technical support. • The organization will provide an annual report of installed Esri software to Esri. 380 New York Street 909 793 7853 Redlands,Calilornfa92373.8100 uu miagesn.corn WIXOM Packet Pg. 173 C.9.b 0 Esri software and updates that the organization is licensed to use will be automatically available for downloading. s The organization will act as an Esri reference site and will permit Esri to publicize its use of Esri software and services. " The fee and benefits offered in this ELA proposal are contingent upon your acceptance of Esri's Small Municipal and County Government ELA terms and conditions. 4- a Licenses are valid for the term of the ELA. This program offer is valid for 90 days.To complete the agreement within this time frame,please contact me within the next seven days to work through any questions or concerns you may have. To expedite IL your acceptance of this ELA offer: CD era 1. Sign and return the whole agreement per the instructions in the terms and conditions. 2. On the first page of the ELA,identify the central point of contact/agreement administrator.The agreement administrator is the party that will be the contact for management of the software, administration issues,and general operations.Information should include name,title(if applicable),address,phone number,and e-mail address. 0 3. In the purchase order,identify the"Ship to"and"Bill to"information for your organization, 4. Send the purchase order and agreement to the address,email or fax noted below: Esri e-mail:servicc@esri.com Attn:Customer Service SG-ELA fax documents to:909-307-3083 390 New York Street cas Redlands,CA 92373-9100 I appreciate the opportunity to present you with this proposal,and I believe it will bring great benefits to your organization. cas Thank you very much for your consideration. Best Regards, 0 Ali Fain > AND f 561-932-41 l6 08742 cv Small Governmem ELA 2 Packet Pg. 174 C.9.b Esri Use Only: Cunt Name Cust,# .v PO p Esri Agreement q ay Earl,3a0 New York St,Redlands,CA 9237341DO USA•TEL 909-793-2953•FAX 9094935953 SMALL ENTERPRISE LICENSE AGREEMENT COUNTY AND MUNICIPALITY (014-3) This Agreement is by and between the organization identified in the Quotation("Licensee")and Environmental Systems Research Institute,Inc.("Esri"). This Agreement sets forth the terms for Licensee's use of Products and incorporates by reference(i)the Quotation and(ii)the License Agreement.Should there be any conflict between the terms and conditions of the documents that comprise this 0 Agreement,the order of precedence for the documents shall be as follows:(i)the Quotation,(ii)this Agreement,and(iii)the IL License Agreement.This Agreement shall be governed by and construed in accordance with the laws of the state in which Licensee is located without reference to conflict of laws principles,and the USA federal law shall govern in matters of to intellectual property.The modifications and additional rights granted in this Agreement apply only to the Products listed in Table A. iu 3 Table A List of Products t I Developer Tools Desktop Software and Extensions ArcGIS Engine ArcGIS for Desktop Advanced ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS for Desktop Standard ArcGIS Spatial Analyst,ArcGIS Engine Geodatabase ArcGIS for Desktop Basic Update,ArcGIS Network Analyst,ArcGIS Schematics � ArcGIS for Desktop Extensions:ArcGIS 3D Analyst, ArcGIS Runtime Standard ArcGIS Spatial Analyst,ArcGIS Geostatistical Analyst, ArcGIS Runtime Standard Extensions:ArCG1S 3D ArcGIS Publisher,ArcGIS Network Analyst,ArcGIS Analyst,ArcGIS Spatial Analyst,ArcGIS Network c!5 Schematics,ArcGIS Workflow Manager for Desktop, Analyst ArcGIS Data Reviewer I,In+attted�Ouanlitles Server Software and Extensions One(1)Annual Subscription to Esri Developer ArcGIS for Server Workgroup and Enterprise(Advanced, Network(EDN)Standard* Standard,and Basic) One(1)Esri CityEngine Advanced Single Use License ArcGIS for Server Extensions:ArcGIS 3D Analyst,ArcGIS One(1)Esri CityEngine Advanced Concurrent Use ULI `LI Spatial Analyst,ArcGIS Geostatistical Analyst,ArCG1S License t- Network Analyst,ArcGIS Schematics,ArcGIS Workflow One(1)ArcGIS Online Subscription Manager for Server,ArcGIS Image Extension for Server One(1)Portal for ArcGIS Subscription 2 OTHER BENEFITS One(1)ArcGIS Onlineµ subscription with specified named users and credits as determined in the programLevel 4 description ras ._� ULI One(1)Portal for ArcGIS term subscription with specified named users as determined in the program Level 4 desc�Pt!°a. Number of Esri User Conference registrations,provided annuallL, � Number of Tier 1 Help Deskmdividuals authorized to call Esri 4 Maximum number of sets of backu�medaif re uested Z Virtual Campus Annual User License allowance 1p 400 E Five percent(5%)discount on all individualcommercially available instructor led training classes at Esri facilities 0 trrC ased outside this Be„^mmw ow s ment iscount does not a 1 to Small Ente rise Training Package.) •Maintenance is not provided for these items. •*Additional sets of backup media may be purchased for a fee. pne i ofS l2.1.2Dt51 Packet Pg. 175 C.9.b Licensee may accept this Agreement by signing and returning the whole Agreement with a sales quotation,purchase order,or other document("Ordering Document")that matches the Quotation and references this Agreement.ADDITIONAL OR CONFLICTING TERMS IN LICENSEE'S ORDERING DOCUMENT WILL NOT APPLY,AND THE TERMS OF THIS AGREEMENT WILL GOVERN.Unless otherwise mutually agreed to,this Agreement is effective as of the date of the last signature on the signature page("Effective Date")or,if no date is provided with the signature,the date of Esri's receipt of Licensee's Ordering Document incorporating this Agreement by reference, Term of Agreement: 0 This Agreement supersedes any previous agreements,proposals,presentations,understandings,and arrangements between the parties relating to the licensing of the Products.Except as provided in Article 4--Product Updates,no modifications can be made to this Agreement. Accepted and Agreed: IL CD Vie/ era 0..L C...._. ding rims at yst am R a tdi Matltute,Inc.(Esri) (Licensee) 9y. iulhorr re Chris Johnsrar � Printed Name: Manager,Commercial&Government Contracts July 21,2016 Title;..� �_ ""_� .... Date; C LICENSEE CONTACT INFORMATION Contact: Ad p /9 clue Telephone: Address: 0 CT l Fax. Scarf. d2-zA City,State,Postal Code: --4AA66 3 07�marl: �� �+�� Country .... _ .. M oradc Ci C" A/+iJ i v✓ Quota itan Number(if applicable): uw,. 0 BOARD OF COUNTY Co "STONERS OF MONROE COUNTY, LO A I Heavilin, CLERK tt y aty r or, twt'her Carruthers 81510 Lcr-, �J UJ #- Q0 Page 2 of S 12.1.2015 I Packet Pg. 176 AMY REAVILIN, CPA CLERK OF CIRCUIT COURT & COMPTROLLER MONROE COUNNf"j FLORIDA 0 DATE: October 8, 2013 TO: Bob Ward, Director Information Technology LO ATTN: Maria Guerra Sr. Administrative Assistant FROM: Vitia Fernandez, D.C. , � a At the September 17tk% 2013, Board of County Commissioner's meeting the Board granted approval and authorized execution of Item C7 Three (3) year Agreement for the ESRI Small Municipal and County Government Enterprise License Agreement with Environmental Systems Research Institute, Inc. for access to geographic information system (GIS) software on an unlimited basis and including p software maintenance as provided in quotation #20426842. Total cost for 36 month term is ft to $159,555.00, c� Enclosed is an electronic copy of the above mentioned for your handling. Should you have any questions,please feel free to contact our office. cv cc; County Attorney(electronic copy) Finance (electronic copy) File re�;xr. m,�mr, ur, w� a�nama¢reu,�w�umu rawmw�"iw,�w�a mm�a�m�� ^rr�u�uw ea. w �mw.�w�nadt�w�p - w ww�wsawa .500 Whitehead Street Suite 101,PO Box 1980,Key West,FL 33040 Phone:305-195-3130 Fax:305-295-3663 3117 Overseas Highway,Marathon,FL 33050 Phone:305-289-6027 Fax:305-289-6025 88820 Overseas Highway,Plantation Key,FL 33070 Phone:852-7145 Fax:305-852-7146 Packet Pg. 177 C.9.c • gesnif Quotation #20426842 Date: May 21,2013 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE,INC. Customer 415220 Contract 8 3325 Springbank Ln,Ste 200 COUNTY OF MONROE Charlotte,NC 28226-3343 INFORMATION SYSTEMS Phone:(71134)541-9810 Fax:(704)541-7620 1200 TRUMAN AVE STE 211 DUNS Number.06-313-4175 CAGE Code:OAMS3 KEY WEST,FL 33040 To y expedite our order,please attach a copy of p ATTENTION: Bob Ward this quotation to your purchase order. PHONE: (305)295-5110 Quote is valid from:05/21/2013 To:08/19/2013 FAX: (305)295-5105 Material Oty Descr!IRKIon Unit Price Total � 110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise 50,000.00 50,000.00 License Agreement -First year payment uD 116997 1 Small Enterprise License Agreement Training Package at ESRI Site 21 3,185.00 3,185.00 Days Prepaid ILT/ILV,Over 3 Year Term,Per Student Seat,7 Days per Annum Instructor Led Training 3 -First year payment 110037 1 Populations of 50,001 to 100,000 Small Government Tenn Enterprise 50,000.00 50,000.00 0 License Agreement -Second year payment 116997 1 Small Enterprise License Agreement Training Package at ESRI Site 21 3,185.00 3,185.00 Days Prepaid ILT/ILV,Over'3 Year Term, Per Student Seat,7 Days per U Annum Instructor Led Training -Second year payment 110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise 50,000.00 50,000.00 License Agreement -Third year payment 116997 1 Small Enterprise License Agreement Training Package at ESRI Site 21 3,185.00 3,185.00 Days Prepaid ILT/ILV,Over 3 Year Term,Per Student Seat,7 Days per ca Annum Instructor Led Training -Third year payment Item Total: 159,555.00 Subtotal: 159,555.00 Sales Tax: 9,941.64 Estimated Shipping 8 Handling(2 Day Delivery): 0.00 as Contract Pricing Adjust: 0.00 0 as Total: $169,496.64 "Please provide us your current tax exempt certificate in order to remove the sales tax. rd sm 'Pleaao kY4Yloate on r t CA it this pueudaaa 14ardad w Wph the American Recovery end Raw,raatmard Aa,and whedrw'EO We PrNne Redplenl,Sub+eciplem,a Vendor for reponNp purposes..Ead may rih'a+pa a Pao 10 Doves aepanaaa,.ed to eery aaalpamar ragP.ttemera to use a lard parry vendor manapawwrrd.promavanwawt or Pnwvlw progrern � 4� For questions contact: Robyn Garrett Email: rgarrett@esri.com Phone: (704)541-9810 x8640 Acceptance of this quotatlon Is limited to the Esri License Agreement and the Quotation Terms and Conditions This Quotation is made in confidence for your revlew.It may not be disclosed to third parties,except as required by law. If sending rlemilttance,please address to:Esrl, File No.54630, Los Angeles, Ca 90074-4630 GARRETTR This otter Is limited to the terms and conditions Incorporated and attached herein. Packet Pg. 178 C.9.c • """ • Quotation #20426842 Date: May 21,2013 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE,INC. Customer#t 15220 Contract s 3325 Springbank Ln,Ste 200 COUNTY OF MONROE Charlotte,NC 28226-3343 INFORMATION SYSTEMS Phone:(704)541-9810 Fax:(704)541-7620 1200 TRUMAN AVE STE 211 DUNS Number:06-313-4175 CAGE Code:OAMS3 KEY WEST,FL 33040 To expedite your order,please attach a copy of ATTENTION: Bob Ward this quotation to your purchase order. PHONE: (305)295-5110 Quote is valid from:0512112013 To:08119/2013 FAX: (305)295-5105 L- The following items are optional items listed for your convenience. These Items are not included in the totals of this quotation. Material Oty Description Unit Price Total CD to 130592 1 ArcGIS Online Additional User 5 Pack for Level 4 Plan 750.00 750.00 130595 1 ArcGIS Online Service Credits;Block of 1,000 100.00 100.00 3 Q 3 Q 0 cv Pleaw Wwaoata oa yaraa pmtr as a War d dt purdtaao W NXIdod tkrt"h the Amerlcen Recovery and Rat rapr nwo AWN„and waradwar Earl ka a Pdm Redplene Sub redplenl,OF VWWW for repw ft purposes Earl my drarga a'Wo 40..0 eapw as.tadated W any awlDmt rprp*mrd to use a third party vendor maaagaeG ot, t,of W6ca program. � For questions contact: Robyn Garrett Email: rgarrett(Mesri.com Phone: (704)541-9810 x8640 Acceptance of this quotation Is limited to the Esd License Agreement and the Quotation Terms and Conditions This Quotation Is made in confidence for your review.It may not be disclosed to third parties,except as required by law. if sending remittance,please address to:Esri, File No.54630,Los Angeles, Ca 900744630 GARRE17R This offer Is limited to the terms and conditions Incorporated and attached herein. Packet Pg. 179 C.9.c SMALL MUNICIPAL AND COUNTY Oesri- ENTERPRISE LICENSE AGREEMENT Earl,380 New York St.,Redlands,CA 92373-8100 USA•TEL W9.793-2853•FAX 909-793.5953 This Small Municipal and County Enterprise License Agreement("ELK)Is by and between the organization identified in the ELA Quotation ("Licensee")and Environmental Systems,Research Institute, Inc. ('Earl'),with offices at 380 New York Street, Redlands, California m 92373-8100. Unless othaMse agreart to,by the parties,the Effective Date of this ELA Is the date of the signature below or,If no date is provided with the signature,the date of Earl's receipt of Licensee's Order citing this ELA This ELA grants t.iosnsaa certain rights to use specific Earl Products for a limited,fixed period beginning from the Effective Date and provides tailored maintenance subject to payment of fees and the terms of this ELA. This ELA incorporates the ELA Quotation by reference and comprises (i)this signature page, (ii)the ELA Terms and Conditions, m (lti)Exhibit 1--Scope of Use(E300),Qv)Exhibit 2-Training Addendum(E207SET),and(v)the ELA Quotation,wh h together constitute the stale and entire agreement of the parties as to the subject matter.fast forth herein. Should there be any conflict between the terms and conditions of the documents that comprise this ELA,the order of precedence for the documents shall be as follows:(I)this signature page, (ii)the ELA Terms and Conditions, (III)Exhibit 1--Scope of Use (E300), (iv)Exhlbit 2--Tralndng Addendum (E207SET), and(v)the ELA OL Quotation.In the event Licensee orders training courses,the terms and conditions of the Training Addendum will take precedence over the provision of this ELA with rasped to the training courses. Licensee agrees that additional terms and conditions in any Licensee Order or CD to addendum will not apply,and the terms of this ELA will govern. ENTERPRISE PRODUCTS SCHEDULE Unlimited Quantities Developer Tools Desktop Software and Extensions ArcGIS Engine ArcGIS for Desktop Advanced ArcGIS Engine Extensions:ArcGIS 3D Analyst,ArcGIS Spatial ArcGIS for Desktop Standard Analyst,ArcGIS Geodstabase Update,ArcGIS Network ArcGIS for Desktop Basic Analyst,ArcGIS Schematics ArcGIS for Desktop Extensions:ArcGIS 3D Analyst,ArcGIS Spatial ArcGIS Runtime Standard m Analyst,ArcGIS Geostatistical Analyst,AmGIS Publisher,ArcGt$ ArcGIS Runtime Standard Extensions:ArcGIS 3D Analyst, Network Analyst,ArcGIS Schematics„ArcGIS Wortdtow Manager, ArcGIS Spatial Analyst,ArcGIS Network Analyst O ArcGIS Date Reviewer f.3 Limited Quantities Server Software and Extensions One(1)Annual Subscription to Esri Developer Network(EDN) 2 ArcGIS for Server Workgroup and Enterprise(Advanced,Standard,and Standard' Basic) One(1)Earl CityEngine Advanced Single Use License ArcGIS for Server Extensions:ArcGIS 3D Analyst,ArcGIS Spatial One(1)Earl CityEngine Advanced Concurrent Use License Analyst,ArcGIS Geostatistical Analyst,ArcGIS Network Analyst,ArcGIS One(1)AroGIS Online Subscription'as provided in Other Schematics,ArcGIS Workflow Manager,ArcGIS Image Benefits section OTHER BENEFITS O One(1),ArcGIS Online Subsori Lion with specified named users and credits as determined in the program description Level 4 Number of Esri International User Conference R Istratdons provided annaral 4 Number of Tier 1 Help Desk Inchviduals authorized to call Esd 4 Maximum number of seta of back media if raq uestad'* 2 LU Virtual Campus Annual User License allovrance 10,()00 Five percent(6%)discount on all Individual commercially available instructor-led training losses at Earl facilities purchased outside of this nee merit Discount does not apply,to Small Enterprise TrainingPack a. O "ELA Maintenance is not provided for these hems. "Additional sets of backup media may be purchased for a fee. > This ELA supersedes any previous agreements,proposals,presentations,understandings,and arrangements between the parties relating to such subject matter,which is the licensing of the Enterprise Products listed on the schedule above.Except as provided in Section 9.1 Future Updates,any modifications or amendments to this ELA must be in writing and signed by an authorized representative of each party. LU Licensee may accept this ELA by signing and returning it to Attn.:Esri Customer Service,380 New York Street,Redlands,CA 92373-8100; a-mailing it to ISD6295116=or faxing it to 909-307-3083.ADDITIONAL OR CONFLICTING TERMS IN LICENSEE'S ORDER WILL NOT APPLY,AND THE TERMS OF THIS ELA WILL GOVERN. rd O E214-3 Page I of 8 09/27/2012 Packet Pg. 180 C.9.c ACCEPTED AND AGREED: Licensee.Contact Information Contact Name: (Licensee) Address: �.. BY: Signature City,State,ZIP: Printed Name: Telephone: Title: Fax Date: E-mail: Earl EIN Number:95-2775732 ELA Quotation Number. Earl Contract Number. L CD LO Monroe County Board of Commissioner JFI Signed by: Name: George R. Neugent MONROE COUNTY ATTORNEY APPROVED AS TO FORM: Title: Mayor g, OhIR1STINE M, LIMBERT BAF4 t0UMPS 1 7/2013 baAeSSIST COUNTY ATTORNEY Q "MWr 2 G Y, :D c. — CS m �._ c-) C) 0 o S 3 � _a C C'3 'Q cv E214-3 Page 2 of 09/27/2012 9 Packet Pg. 181 C.9.c ELA TERMS AND CONDITIONS Online Services being consumed.As Online Services are consumed,Service Credits are automatically debited from ARTICLE 1--DEFINITIONS Licensee's account, up to the maximum number of Service Credits available. Additional Service Credits can Deflni lone.The terms used are defined as follows: be purchased as described in Exhibit 1 (also available at U) • "Authorization Code(s)" means any key, authorization "Software"means the actual copy of all or any portion of number, enablement code, login credential, activation Earl's proprietary software technology excluding Data code,token, account user name and password,or other accessed or downloaded from an authorized Esd website mechanlsm required for use of a Product. or delivered on any media, in any formal, including ■ "Commercial Application Service Provider Use" or backups, updates„ service packs, patches, hot fixes, or "Commercial ASP Use" means generating revenue by permitted merged copies as identified in Fxhibit 1. Providing access to Scritwere through a w"ebsile or Internet "Technical Support' means a process to attempt to web application that enables third parties to access and resolve reported Incidents through error axmacticr; use a.Licensee-developed application that uses Software, patches; hot fixes„ workarounds,replacement daiivedes; for example, by charging a subscription, service, or any or any other type of Software, Data, or Documentation other forth of transaction fee or by generating more than corrections or modifications. incidental advertising revenue. "Term License(s)" means license(s) or access provided • "Content"has the meaning provided in Addendum 3. for use of a Product during a fixed or limited time period • "Data" means any Esri or third-party digital dataset(s) ('Tenn") or on a subscription or transaction basis era including,but not liimited to„geographic vector data,raster concurrent with the term of this ELA. date reports, or associated tabular attributes licensed • 'Tier 1 Help Desk"means Licensee point of contact from under this ELA, whether bundled with Sottware and which all Tier 1 Support will be given to Licensee. Online Services or delivered independently. • "Tier 1 Support"means the Technical Support provided by • "Deploy," "Deployed," or "Depkiymant„ means to the Tier 1 Help Desk as the primary contact to Licensee In redistribute and install or the redistribution and Installation attempted resolution of reported Incidents. of the Enterprise Products (and related Authorization "Tkar 2 Supporff'means fiat Technical Support provided by Codes)or its having been redistributed and Installed by Esri to the Tier 1 Help Desk when the Incident cannot be Licensee on Licensee's hardware. resolved through Tier 1 Support. O • "Deployment Uoerisa'" means a license that allows Licensee to sublicense select Software and associated ARTICLE 2--INTELLECTUAL PROPERTY RIGHTS AND Authorization Codes to third parties, RESERVATION OF OWNERSHIP U • "Documentation"means all user reference documentation that is delivered with the Software or, if delivered via The Enterprise Products are licensed and not sold.Esri and its download, that is delivered from the Software setup or licensors own the Enterprise Products and all copies,which are re installation program. protected by United States and applicable international laws, • "ELA Fee"means the fee set forth in the ELA Quotation. treaties, and conventions regarding Intellectual property and • "ELA Maintenance"means Tier 2 Support, updates, and proprietary rights including trade secrets.Licensee agrees to use 0 patches provided by Esri to Licensee for the Enterprise reasonable means to protect the Enterprise Products from Productg, unauthorized use, reproduction, distribution, or publication, Esri f!5 • "ELA Quotation"means the Earl quote form provided to and its third-party licensors reserve all rights not specifically Licensee for the Smell Municipal and County ELA granted in this ELA Including the right to change and improve containing the ELA Fee and annual payment schedule. Online Services. • "Enterprise Products"means the Products identified in the Enterprise Products Schedule on pale 1 of this ELA. ARTICLE 3--GRANT OF LICENSE • "Incident' means a communication via telephone, web form, or chat by Licensee regarding technical problems Subject to the terms and conditions of this ELA" Ead grants to with Software,Data,or Documentation. Licensee a personal,nonexclusive,nontransferable Term License • "License Agreement'and"ELA"are used interchangeably sotely to uaa„copy,and Deploy quantities of Enterprise Products and mean the ELA Terms and Conditions, including as defined in the Enterprise Products Schedule for a tern t 3 Exhibit 1--Scope of Use(E300),that apply to Enterprise concurrent with this ELA(i)for which the applicable license fees Products provk1W to Licensee by Esc under this ELA. have been, paid; (Ii) for Licensee's own Internal use; (iii) in O • "Online Services" means any Ilnlentet-based geospatlal accordance with this ELA and the ELA configuration ordered;and 0 system, including applications and associated APIs, but (iv) for the applicable Tenn until terminated In accordance with excluding Data or Content hosted by Esri or its licensors Article 5. In additiion to the Scope of Use in Article 4, Exhibit 1 for storing,managing, publishing,and using maps,date, applies to specific Products. Addendum 1, Addendum 2, and other information. Addendum 3,and Addendum 4 collectively comprise Exhibit 1— • "Ordering Document(s)" means a sales quotation, Scope of Use (E300) and are also available at ULI purchase order, or other document identifying the C. Products that Licensee orders. • "Product(s)"means Software,Data,Online Services,and a. Software.Terms of use for specific Software products are Documentation licensed under the terms of this set forth in Addendum 1, cy Agreement, b. Data.Data terms of use are set forth in Addendum 2. • "Samples"means sample code,sample applications,add- c. Online Services.Terms of use for Online Services are set ons„or sample extensions of Products. forth in Addendum 3. 4) "Service Credlt(s)" means a unit of exchange that Is d. Limited Use Programs.Terms of use for noncommercial, allocated with an Online Services subscription in an nonprofit, educational,or other limited-use programs are amount specified In the Ordering Document.Each Service set forth In Addendum 4. Note: Addendum 4 does riot Credit entitles Licensee to consume a set amount of apply to this ELA. Online Services, the amount varying depending on the E214-3 Page 3 of 8 08/27/2012 Packet Pg. 182 C.9.c ARTICLE 4—SCOPE OF USE consultants and contractors to discontinue access to and use of Enterprise Products upon completion of work for 4.1 Permitted Uses Licensee. Access to or use of Enterprise Products by consultants or contractors not exctusively for Licensee's a. For Enterprise Products delivered,Licensee may benefit is prohibited. U) (1) Install and store selected Enterprise Products on 4.2 Uses Not tmltted electronic storage device(s); m (2) Make archival copies and routine computer backups; Except to the extent that applicable law prohibits or overrides (3) Install and use a newer version of Software these restrictions,or as provided herein,Licensee shall not cmuffently with the version to be replaced during a 0 reasonable transition period not to exceed six (6) a. Sell, rent, lease, sublicense, lend, assign, or time-share months, provided that the Deployment of either Enterprise Products; version does not exceed Licensee's licensed quantity; b. Use for Commercial ASP Use or service bureau purposes; thereafter, Licensee shall not use more Enterprise c. Use Enterprise Products for a site or service and operate Products in the aggregate than Licensee's total the site or service for profit or generate revenue through licensed quantity; direct or indirect methods(e.g.,advertising or charging for (4) Move the Software in the licensed configuration to a access to the site or service); IL replacement computer,and d. Redistribute the Enterprise Products to third parties, in (5) DiehWe to third parties Software and any associated whole or in part,including,but not limited to,extensions, rD Authorization Codes required for use of a Deployment components,or DLLs; License. e. Redistribute Authorization Codes; b. Commercial Application Service Provider Use. Provided f. Reverse engineer,decompile, or disassemble Enterprise that Licensee (i) is a governmental or not-for-profit Products; Organization that operates a webslte or offers an Internet g. Make any attempt to circumvent the technological service on a cost recovery basis and not for profit or measure(s)that controls access to or use of Enterprise (ii)acquires a Commercial ASP Use subscription license, Products; Licensee may use the Software for Commercial ASP Use. h. Store, cache, use, upload, redistribute, or sublicense However, Licensee may not provide third parties with Content or otherwise use Enterprise Products in violation direct access to Esri Software so that the third parties may of Earl's or a third party's rights, including intellectual use the Software directly, develop their awn GIS property rights, privacy rights, nondiscrimination laws,or applications, or create their own solutions in conjunction any other applicable law or government regulation; 0 with the Software. u. Remove or obscure any Esd or its licensors' patent, �3 c. Licensee may customize the Software using any(i)macro copyright,trademark, or proprietary rights notices and/or or scripting language, (ii)published application legends contained in or affixed to any Enterprise Product, m programming interface(API),or(iii)source or object code Product output,metadata file, or online and/or hard-copy libraries„but only to the extent that such customization is attribution page of any Date or Documentation delivered , described in the Documentation. hereunder, 0 d. Licensee may use,copy, or prepare derivative works of j. Unbundle or independently use individual or component the Documentation supplied in digital format and parts of the Enterprise Products; f!5 thereafter reproduce, display, and redistribute the k. Incorpomle any portion of the Enterprise Product's into a customized documentation only for Licensee's own product or service that competes with the Enterprise, internal use.Portions of Documentation supplied in digital Products;or format merged with other software and printed or digital 1. Use,Incorporate,modify,distribute,provide access to,or documentation are subject to this ELA. Licensee shall combine any computer code provided with the Enterprise include the following copyright attribution notice Products in a manner that would subject such code or any f!5 acknowledging the proprietary rights of Esri and its part of the Enterprise Products to open source license LU LU licensor(s):"Portions of this document Include intellectual terms, which includes any license terms that require property,of Esau and Its licensor(d) and are used herein computer code to be(i)disclosed in sours code form to l under license.Copyright 0 jUdensee will insert the actual third parties,(ii)Ocensed to third parties for the purpose of U copyright date(s)from the source materials)Esri and its making dertvalive works, or (iii) redistributable to third 0 licansor(s).All rights reserved." parties at no charge. 2 e. Font Components. While the Software is running, 0 Licensee may use Its fonts to display and print content. ARTICLE 5—TERM AND TERMINATION AND EXPIRATION Licensee may only 0)embed fonts in content as permitted by the embedding irestrions in the fonts and 5.1 Term.The Term of this ELA shall be three(3)years from the (ii)temporarily download them to a printer or other output Effective Date,unless this ELA is terminated earlier as provided device to print content. herein.The term of all licenses and the authorized period of use LU f. Consultant or Contractor Access. Licensee may provide for all Enterprise Products Deployed shall be concurrent with the access to and use of Enterprise Products to any tern of this ELA No indefinite term or perpetual license grants consultant or contractor of Licensee,provided consultants' are provided with this ELA. and contractors'access to and use of Enterprise Products cy is for the sole benefit of Licensee while(i)working on-site 5.2 Tarmination for Lack of Funds.Either party may terminate at Licensee's facilities, (ii)remotely accessing or using this ELA for Lack of Funds. Lack of Funds is the inability of Enterprise Products from Licensee's on-site computers or Licensee to secure appropriation of funds through the legislative 0) machines, or(iii)remotely accessing or using Enterprise or governing body's approval process for annual payments due. Products from a third party's computers or machines under contract to Licensee.Licensee shall be responsible 5.3 Termination for a Material Breach. Either party may 0 for compliance by consultants or contractors with the terminate this ELA for a material breach by the other party.The terms and conditions of this ELA Licensee shall require E214-3 Page 4 of 8 08/2712012 Packet Pg. 183 C.9.c breaching party shall be given a period of ten(10)days from date removes, and destroys all copies of the Software or of written notice to cure any material breach. Documentation,ceases using Online Services,and executes and delivers evidence of such actions to Esri. 5.4 No Use upon Expiration or Termination.Upon expiration or termination of this ELA, the right to use all Enterprise Products ARTICLE 7—LIMITATION OF LABILITY Deployed shall terminate.Licensee shall(i)cesse access and use of affected Product(s);(it)Gear any client-side date cache derived 7.1 Disclaimer of Certain Types of Liability. ESRI AND ITS ro from Online Services;and(iii)uninstall, remove,and destroy all LICENSORS SHALL NOT BE LIABLE TO LICENSEE FOR copies of~ad Product(s)in L' spossession or control, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR including any m-odtfications or merged portions thereof, in any SERVICES; LOST PROFITS, LOST SALES, OR BUSINESS forth,and execute and deliver evidence of such actions to Esri. EXPENDITURES;INVESTMENTS;BUSINESS COMMITMENTS; ELA Maintenance,Virtual Campus access,and User Conference LOSS OF ANY GOODWILL; OR ANY INDIRECT, SPECIAL, Registrations shall also terminate. INCIDENTAL,OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS ELA OR USE OF ENTERPRISE 4) ARTICLE B--LIMITED WARRANTIES AND DISCLAIMERS PRODUCTS, HOWEVER CAUSED ON ANY THEORY OF LIABILITY, WHETHER OR NOT ESRI OR ITS LICENSORS 6.1 Limped WarrarNles. Except as otherwise provided in this HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH Article 6,Earl warrants,for a period of ninety(90)days from the DAMAGE. THESE LIMITATIONS SHALL APPLY date Esri issues the Authorization Code enabling use of Software NOTWITHSTANDING ANY FAILURE OF ESSENTIAL CD and Online Services,that(i)the unmodified Software and Online PURPOSE OF ANY LIMITED REMEDY. in Services will substantially conform to the published Documentation under normal use and service and(ii)the media 7.2 General Limitation of Liability.EXCEPT AS PROVIDED IN upon which the Software is provided will be free from defects in ARTICLE 8--INFRINGEMENT INDEMNITY, THE TOTAL 40 materials and workmanship. CUMULATIVE LIABILITY OF ESRI HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT 6.2 Special Disclaimer. CONTENT, DATA, SAMPLES, LIMITED TO,CONTRACT,TORT(INCLUDING NEGLIGENCE), PATCHES, UPDATES, ONLINE SERVICES PROVIDED ON A STRICT LIABILITY, BREACH OF WARRANTY, NO-FEE BASIS, AND HOT FIXES ARE PROVIDED "AS IS" MISREPRESENTATION, OR OTHERWISE, SHALL NOT WITHOUT WARRANTY OF ANY KIND. EXCEED THE AMOUNTS PAID BY LICENSEE FOR ENTERPRISE PRODUCTS THAT GIVE RISE TO THE CAUSE 6.3 Internet Disclaimer. THE PARTIES EXPRESSLY OF ACTION. ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS,AND THAT 7.3 Applicability of Dlsclalmsrs and Limitations. The parties (1)THE INTERNET IS NOT A SECURE INFRASTRUCTURE, agree that Esri has set its fees and entered into this ELA in (ii)THE PARTIES HAVE NO CONTROL OVER THE INTERNET, reliance upon the disclaimers and limitations set forth herein,that ro AND (iii)NONE OF THE PARTIES SHALL BE LIABLE FOR the some reflect an allocation of risk between the parties,and that DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE the same forth an essential basis of the bargain between the PERFORMANCE OR DISCONTINUANCE OF OPERATION OF parties. THESE LIMITATIONS SHALL APPLY f0 ANY PORTION OF THE INTERNET OR POSSIBLE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PURPOSE OF ANY LIMITED REMEDY. PROHIBIT THE OPERATION OF ONLINE SERVICES. THE FOREGOING WARRANTIES. LIMITATIONS, AND 6.4 General Dledalmer.EXCEPT FOR THE ABOVE EXPRESS EXCLUSIONS MAY NOT BE VALID IN SOME JURISDICTIONS LIMITED WARRANTIES, ESRI DISCLAIMS ALL OTHER AND APPLY ONLY TO THE EXTENT PERMITTED BY WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER APPLICABLE LAW IN LICENSEE'S JURISDICTION, LICENSEE EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND NOT BE WAIVED OR DISCLAIMED.ESRI DOES NOT SEEK TO LU LU FITNESS FOR A PARTICULAR PURPOSE, LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY NONINTERFERENCE, SYSTEM INTEGRATION, AND EXTENT NOT PERMITTED BY LAW. NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. f.3 ESRI DOES NOT WARRANT THAT ENTERPRISE PRODUCTS ARTICLE 8-4NFRINGEMENT INDEMNITY 4) WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED, 0.1 Esri shall defend,indemnify,and hold Licensee harmless from 0 ERROR FREE, FAULT-TOLERANT, OR FAIL-SAFE; OR THAT and against any loss, liability, cost, or expense, including ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. reasonable attorneys'fees that Licensee incurs as a result of any ENTERPRISE PRODUCTS ARE NOT DESIGNED, claims, actions, or demands by a third party alleging that MANUFACTURED, OR INTENDED FOR USE IN Licensee's licensed use of the Software or Online Services ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO Infringes a US patent,copyright,or trademark provided LU DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTYIENVIRONMENTAL DAMAGE. ANY SUCH USE a. Licensee promptly notifies Esri In writing of the claim; SHALL BE AT LICENSEE'S OWN RISK AND COST. b. Licensee provides documents describing the allegations of infringement; 6.5 Exclusive Remedy. Licensee's exclusive remedy and Esri's c. Esri has sole control of the defense of any action and entire liability for breach of the limited warranties set forth in this negotiation related to the defense or settlement of any Article 6 shall be limited, at Esri's sole discretion, to claim;and 4) (1)replacement of any defective media;(ii)repair,correction,or a d. Licensee reasonably cooperates in the defense of the workaround for the Software or Online Services subject to the Esri claim at Esri's request and expense. Maintenance Program as applicable;or(iii)return of the license ro fees paid by Licensee for the Software or Online Services that do 8.2 If the Software or Online Services are found to infringe a US not most Esri's limited warranty,provided that Licensee uninstells, patent, copyright, or trademark, Esri, at its own expense, may E214-3 Page 5 of 8 08127/2012 Packet Pg. 184 C.9.c either(i)obtain rights for Licanwe to continue using the Softwero law.The tax amount may change depending on the lime elapsed or Online Services,or(ii)modify the allegedly infringing etentants between this quote and date of this Invoice. Esri vAll include of the Software or Online'Selvtoas while maintaining substantially applicable sales or use taxes on 's Invoice unless similar functionality. If neither alternative is commercially Licensee provides proof with its order that Its organization or use reasonable,the license shall terminate,and Licensee shall cease of the product is tax exempt. accessing infringing Online Sawk;os and shall uninstall and return to Ead any Infringing ifem(s).Esn's entine Iisbillty shalt then be to 9.4 No tmptiled Waivers.The failure of althea party to enforce any m indemnity Lioarnsoo pnxsuant to Section 0.1 and to refund a provision of this ELA shall not be doomed a walvai of flea portion of tho ELA fees paid by Licensee In the currant fee provisions or of the right of such party thereafter to enforce that or payment period'. The refund will be calcuislad for the lime any other provision. remaining for the%a payment period, starting from the notice date of infringement to the and of the fee payment period. 9.5 Sevarobtlity..The parties agree that If any provision of this ELA is held to be unenforceable for any reason, such provision m 8.3 Esri shall have no obligation to defend Licensee or to pay any shall be reformed only to the extent necessary to make the intent resultant costs, damages, or attorneys' fees for any claims or of the language enforceable. demands alleging direct or contributory infringement to the extent arising out of (t)the combination or integration of Software or 9.6 Successor* and Assigns. Licensee shall not assign, IL Online Services with a.product,process,or system not supplied sublicense,or transfer Licensee's rights or delegate its obligations by Esri or specified by Esri in its Documentation; (ii)material under this ELA without Esri's prior written consent, and any alteration of Software or Online Services by anyone other then attempt to do so without consent shall be void.This ELA shall be eO Esri or its subcontractors; or (III)use of Software or Online binding on the respective successors and assigns of the parties to Services after modifications are provided by Esri for avoiding this ELA. infringement or use after a return is ordered by Esri under re Section 6.2. 9.7 Survival of Terms.The provisions of Articles 2, 5, 8, 7, 8, and 9 of this ELA shall survive the expiration or termination of this THE FOREGOING STATES THE ENTIRE OBLIGATION OF ELA. ESRI WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS 9.0 Equitable RefleL The parties agree that any breach of this OF ANY THIRD PARTY. ELA may cause irreparable damage and that,in the event of such re breach,in addition to any and all remedies at law,Esri shall have ARTICLE 9—GENERAL PROVISIONS the right to seek an injunction, specfic performance, or other equitable relief in any court of competent jurisdiction. 0 9.1 Future Updatoa.Esri reserves the right to update the Small Municipal and County Enterprise Products program suite. 9.9 Governing taw. This ELA shall be governed by and Licensee may continue to use all Enterprise Products that have construed in accordance with the laws of the state in which re been Deployed,but support and upgradles for deteled Items may Licensee Is located without reference to conflict of Isms principles, not be available. As now Enterprise Products are lncoqxxalod except that US federal law shall govern in matters of Intellectual into the standard program, they will be offered to Licensee via property, written notice for incorporation Into the Enterprise Products Schedule at no additional charge. New or updated Enterprise 9.10 Patents. Licensee may not seek, and may not penult any Products may require additional or revised terns and conditions. other user to seek, a patent or similar right worldwide that is The terms and conditions subject to ravtalon are limited to Article based on or incorporates any Esri technology or services. This 1-�Dalinttkrns,Article 4—Scopo of Use,and Eacbft 1 of express prohibition on patenting shall not apply to Licensee's Use (E300)or any lafm as required by law. Esri may provide software and technology except to the extent that Esri technology notice of tho additional terms or revisions to Licensee in writing or or services, or any portion thereof, are part of any claim or by posting them on Esd's webalte at preferred embodiment in a patent or similar application. W The additional terns or revisions shall be Incorporated Into aria ELA upon use of the updated or new Enterprise.Products„Should 9.11 Entire Agreement. This ELA, including Its incorporated Licensee reject the additional temps orrevisions, then L,' m documents, constitutes the sole and entire agreeartt of the shalt not Install or use the revised, updated,or new Enterprise patties as to the subject matter set forth heroin and supersedes Products. any previous license agreements, understandings„ and arrangements between the parties relali eg to such,subject meatier. 9.2 Export Control Regulattons. Licensee expressly Additional or conflicting terms set forth In any,purchase orders„ 0 acknowledges and agrees than Licensee shall not export„ Invoices,or other standard form documents exchanged during the > reexport,import,transfer,or release Entstprise Products,in:whole ordering process, other than product descriptions, quantities, ®_ or in part,to(i)any US embargoed country;(11)any parson on the pdcing,and delivery Instructions,am void and of no effect.Arty US Treasury Department's list of Specially Designated Nationale; modification(s)or smandment(s)to this "must be In writing � (ill)any person or ontiky on the US Commerce Department's and signed by each party. Denied' Persons List, Entity List, or Unverified Llsl, or IN)any ARTICLE 10--ELA MAINTENANCE person or entity or into any country where such expol,mexport, or import violates any US,local,or other applicable Importlexport ELA Maintenance for Enterprise Products provided under this control laws or regulations including,but not limited to,the terms ELA is included with the ELA Fee. ELA Maintenance includes of any Importfoxport license or license exemption and any amendments and supplemental addilions to those importla xpoct standard maintenance benefits specified In the most current laws as they may occur from time to time. applicable Esd US Software Maintenance Program' document' (found at as modified by this 9.3 Taxes and Fees. License fees quoted to Licensee are Article 10—ELA Maintenance,ELA Maintenance does not include O exclusive of any and all taxes or fees,including,but not limited to, Technical Support for Online Services. re sales tax, use tax value-added tax(VAT), customs, duties, or tariffs.Sales or use taxes for the fees quoted are as required by E214-3 Page 6 of 8 09/27/2012 Packet Pg. 185 C.9.c a. Tier 1 Support Provided by Licensee payment due within thirty(30)days of execution of this ELA. Earl's Federal ID Number is 95-275-732. (1) Licensee shall provide Tier 1 Support through the b. Upon receipt of the initial Omer from Licensee, Esd shall Tier 1 Help Desk to all'Licensee's authorized users. authorize download of the Enterprise Products to Licensee for (2)The Tier 1 Help Desk will use analysts fully trained in Its Deployment activities. If requested, Esri will Whip backup the Software they ere supporting. media to the ship-to address identified on the Order, FOB (3)At a minimum, Tier 1 Support will include those Destination,with shipping charges prepaid.For those entities m activities that assist the user in resolving how-to and that avoid sales tax by downloading deliverables,request for operational questions as well as questions on delivery or receipt of tangible media may cause license fees installation and troubleshooting procedures. to be subject to taxes. Licensee acknowledges that should (4)Tier 1 Support artelysts will be the initial points of such taxes become due, Esri has a right to invoice and contact for all questions and Incidents.Tier 1 Support Licensee agrees to pay any such sales or use tax associated analysts shall obtain a full description of each reported with its receipt of tangible media. Incident and the system configuration from the user, c. Esri shall provide Authorization Codes to seWste the This may include obtaining any customizations,code nondestructive copy protection program that anables the samples,or data involved in the Incident,The analyst Enterprise Products to operate. may also use any other Information and databases d. Licensee shall Deploy, install, configure, and track the that may be devaloped to satisfactorily resolve Deployment status of the Enterprise Products. Incidents. CD (5) If the Tier 1 Help Desk cannot resolve the Incident,an 11.2 Order Requirements rD authorized Tier 1 Help Desk individual may contact Esri Tier 2 Support. The Tier 1 Help Desk shall a. All orders pertaining to this ELA shall be processed through provide support in such a way as to minimize repast Licensee's centralized point of contact. m calls and make solutions to problems available to b. The following information shall be included in each Order(or Licensee. Ordering Document): (6)Tier 1 Help Desk Ind1vh$uaIs,Identified by Licensee are m the only individuals(callers)authorized to contact Esri (1) Licensee name;Esri customer number,if known;and bill- directly for Tier 2 Support. Licensee may revise to and ship-to addresses named Individuals by written notice. (2)Order number b. Tier 2 Support Provided by Esri (3)Applica'Me annual payment due (4)On the We pop of Order (w Ordering Document), a 0 (1) Earl shell log the calla received from Tier 1 Help Desk reference to this ELA and the following statement"THIS f0 ORDER IS GOVERNED BY THE TERMS AND individuals. (2) Esd review all information collected by and CONDITIONS OF THE ESRI SMALL MUNICIPAL AND ri she COUNTY ELA AND ADDITIONAL TERMS AND received from Tier 1 Help Desk individuals including CONDITIONS IN THE ORDER WILL NOT APPLY." pWimmary documented troubleshooting provided Tier 1 Help Desk when Tier 2 Support Is required ARTICLE 12--ENDORSEMENT AND PUBLICITY (3) Earl may request that 'not 1 Halp Desk individuals provkle verification of kftnallon, additional This ELA shall not be construed or Interpreted as an exclusive Information, or answers to additional questions to dealings agmement or an endorsement of Esd by Licensee. supplement any preliminary information gathering or Licensee agrees that upon execution of this ELA, Esri may troubleshooting performed by Tier 1 Help Desk. publicize the existence of this ELA- (4) Earl shall attempt to resolve the Incidents submitted by Tier 1 Help Desk by assisting the Tier 1 Help Desk ARTICLE 13—ADMINISTRATIVE REQUIREMENTS individuals. (5)When the Incident is resolved,Esri shall communicate 13.1 OEM Licenses. Certain Esd partners are authorized to the information to the Tier 1 Help Desk individuals, either embed limited portions of Earl technology or bundle Esri h and the Tier 1 Help Desk shall disseminate the products or services with their application or service under Earl's resolution to the user. OEM or 'Solution OEM programs. Partner pricing and product Esri may, at Earl's sole discretion, make patches, hot bundling are independent of this ELA,and each partner markets m under its own business model and pricing. Licensee shall not be fixes, or updates available for downloading from Ear's entitled to orseek any discount from the OEM partner orEsri, > website. directly or indirectly,as a result of or based on the availability of c No Software other than the defined Enterprise Products such Software, Date,or Online Services as Enterprise Products will be provided maintenance under this ELA Licensee under this ELA. Licensee shall not be entitled to or seek to may acquire maintenance for other Software (non- decouple Esd's technology or products/services from the partner's f!5 Enterprise Products)outside this ELA. bundle or solution. In addition, such Software, Data, Online LU Services,or any component thereof included in the OEM software ARTICLE 11—ORDERING,ADMINISTRATIVE PROCEDURES, program or product will be licensed through the license DELIVERY,AND DEPLOYMENT agreement provided by the OEM partner and not through this ELA. 11.1 Orders,Delivery,and Deployment 13.2 Product Obsolescence.During the tern of this ELA,some r- a. Licensee shell issue an Order upon execution of this ELA and be Enterprise Product items may become obsolete,may no longer annually thereafter In accordance with the ELA Quotation. commercially offered, or may no longer be available for Payment shell be due and payable with thirty(30)days of unlimited quantity Deployment. Licensee may continue to in cy the anniversary date of the Effective n with the Initial use such Enterprise Products that have been Deployed for the t0 term of this ELA, but updates for such obsolete Enterprise Products may not be available.Esri's Product Life Cycle Support E214-3 Page 7 of 8 08/27/2012 Packet Pg. 186 C.9.c Policy, aveiiable at defines the support phases and overall support plans. ELA Wntanance shalt be subject to the individual Product Life O'ycla Support Status,which can be found at hKalka 13.3 Renewal, Upon expiration of this ELA, the parties will evaluate Ucensea's requirements. Any follow-on ELA will be offered in accordance with license terms and condition and pricing then in effect and based on Licensee's then current population count, 13.4 Annual Report of Deploymanta.At each anniversary date and ninety 4 j days prior to the expiratiorm date of this ELA, Licensee shall provide a written report to Earl detailing all Deployments made. The report will be subject to audit by an authorized representative of Esri. ARTICLE 14--OPTIONAL ITEMS CD LO if treiNng coos identified in the ELA Quotation are acquired, they will be subject to fha terms found In Exhibit Training Addendum. in the event licensee orders training oourses, the ro terms and conditions of the Training Addendum will take precedence over the provision of this ELA with respell to the training courses. ro O ro O f!5 f!5 f!5 a CY f!5 N ro E214-3 Page a of II O8/27/2012 Packet Pg. 187 C.9.c • EXHIBIT 1 Wmi � SCOPE OF USE (E3W 08/2212012) Earl,380 New Yak St,Redlands,CA 92373-8100 USA•TEL 909-793-2953•FAX 909-703-5953 888 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 •//w ww.esri.cor c Ilicewl i lftwaare-ljgg0 ,jgMl(as applicable,the"License Agreement"),which is incorporated by reference.This Addendum 1 takes precedence over conflicting terms of the License Agreement. IL SECTION 1—DEFINITIONS Software may be offered under the following license types as set forth in the applicable sales quotation,purchase order,or LO other document identifying the Products that Licensee orders: au 1. "Concurrent Use License"means a license to 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,including the right to run passive failover instances of Concurrent Use License software in a separate operating system environment for temporary failover support. 2. "Deployment Server License"means a license that,in addition to providing Staging Server License rights, authorizes Licensee to install and use the Software or Data to provide services to multiple users on the same or other computer(s). 0 3. "Development Server License"means a license that authorizes Licensee to 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. "Single Use License"means a license that allows Licensee to 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 0 Software 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. 5. "Staging Server License"means a license that,in addition to providing Development Server License rights,enables Licensee to 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. 6. "Term License"means a license or access provided for use of a Product for a limited time period("Term")or on a UJ U subscription or transaction basis. 2 0 UJ cv E300 Page I of 14 09/22/2012 Packet Pg. 188 C.9.c n 5EMMON Z=TEJI, F"11H,FOR SUCIM WETWARE Unless otherwise noted in the applicable Ordering Document,extensions to Software follow the same scope of use as that granted for the corresponding Software.Specific Software is subject to the terms of use set forth in the notes referenced below: N � Desktop Esri Business Analyst Server >- ■ Address Coder(22;Addendum 2.Note 7) Workgroup(8.9;28;29.30;31;39;Addendum 2. ■ ArcExplorer-Java and Windows Editions(20; Note l:Addend 1m 2 Not 4 Addendum 2 Notc) - Enterprise(8;9;27;31;39;Ad4ondqrn 2 N to 1; ■ ArcGIS for Desktop(Advanced,Standard,or Basic) Addendum 2.Note 4) as (26;Addendum 2.Note I:Addendum 2.Note 6) ■ Portal for ArcGIS(31;61;62;Addend tma 2,Note 1) ■ ArcGIS Explorer Desktop(20;Mkudugl 2 oIS I ■ Esri Tracking Server(31) ■ ArcGIS for AutoCAD(20) ■ Esri Maps for IBM Cognos(53) IL ArcLogistics ■ Esri Maps for SharePoint(,ddendum�2.No1eNt 1e - Desktop(llddendlum 2.Note'1;Addendum 2. 'O d Note 2 Developer Tools Using ArcGIS Online(20;46;Addendum 2. ArcGIS Runtime SDK for iOS,Windows Phone, Note 1 Windows Mobile,or Android(16;Addendum 2. - Using ArcGIS for Server(20;46;Addendum 2. Note 1 Note 1 ■ ArcGIS Engine Developer Kit and Extensions(16,22, as - Navigator(46;Addendum 2.Note 1;Addendum 2. 26) Note 2 a ArcGIS Engine for Windows/Linux and Extensions ■ ArcPad(12; 13;Addendum 2.Note 1:Addendum 2. (15;22;26;Addendum 2.Note 1;Addendum 2. Note 2 Now 6) ■ ArcReader(20;A &n um 2.NgMI) ■ ArcGIS for iOS(Addendum 2.Note 1) ■ ArcView 3.x and Extensions(17) ■ ArcGIS for Windows Mobile Deployments(15;54; ■ Esri Business Analyst(Addendum 2.Note 1; Addendum 2.Note 1) AdAendum 2 Nott;,44 ■ ArcGIS Runtime(18;59; -ndum 2 N 1c 1) � ■ Esri Maps for Office(Addendum 2.Note I) ■ ArcGIS Runtime SDK(16;60;Addendum 2.Note 1) 0 0 Sourcebook•America(20; J4 ) ArcGIS Web Mapping(including ArcGIS API for (n JavaScript/HTML5,ArcGIS API for Flex,ArcGIS Server API for Microsoft Silverlight,ArcGIS API for WPF) ■ ArcGIS for Server 05; 16;64;66;Addendum 2.Note 1) - Workgroup(8;9;28;29;30;32;38;39; ■ Esri Business Analyst Server Developer Addendum 2.Note 1:AdACUdum ,N e (Addendum 2.Note 1:Addendum 2.Note 4) - Enterprise(8;9;27;31;38;39;Addendum 2. ■ Esri Developer Network(EDN)Software,Online Note l Addendum 2.Note 6) Services,and Data(24;26;Addendum 2.Note 1. - Cloud o 1 A d n omnaon Agdgpdum 2.'N& : V i- Terms) ■ Esri File Geodatabase API(47) ■ ArcGIS for Server Extensions - ArcGIS for INSPIRE 8;Addendum 2 Note l 0 Notes 1-7. Reserved. W 8. The administration tools for the Software may be copied and redistributed throughout Licensee's organization. 9. User-developed ArcGIS for Server administration tools may be copied throughout Licensee's organization,but the ArcCatalog application(found in ArcGIS for Desktop)may not be copied. 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 Cloud Bundle services that may reasonably be attributed to Licensee's content or any end-user materials that Licensee controls. E300 Page 2 of 14 08/22/2012 Packet Pg. 189 C.9.c It. Reserved. 12. Software is licensed for navigational use 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. Reserved. 15. Licensed as a Deployment License.Deployment Licenses for Internet application(s)may be subject to payment of additional license fees. 16. Licensee may deliver applications to Licensee's sublicensee(s)provided Licensee uses a sublicense agreement that protects Esri's rights in Esri's Software,Data,Online Services,and Documentation to the same extent as the License Agreement including,but not limited to,the following terms: a. Sublicensee may not reverse engineer,decompile,or disassemble the Esri Software,Data,Online Services, or Documentation,except to the extent permitted by applicable law;copy for commercial use;or transfer or IL assign its rights under the license grant; b. Sublicensee may not use any Esri Software,Data,Online Services,or Documentation,in whole or in part, era separate from Licensee's executable application;and c. Third-party dependent or required components are redistributable subject to permission from the owner or author. Applications may be subject to deployment fees owed to Esri.Contact Esri or Licensee's 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. Licensed as a Deployment License.The Deployment License is per application per computer.Deployment Licenses may not be used for Internet or server deployment.Deployment Licenses for desktop application(s)may be subject U to payment of additional license fees. 19. Reserved. 20. Licensee may reproduce and deploy the Software provided all the following occur: 0 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 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. ArcGIS Engine for Windows/Linux licenses shall not be used for Internet and server development and deployment; b. 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 c. The ArcGIS Engine for Windows/Linux extensions shall not be used in combination with ArcGIS for Desktop Software to run ArcGIS Engine applications.A single user can have multiple applications installed on one(1)computer for use only by that end user. W 23. Reserved. 24. EDN Software may be used only 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 CD EDN developer.ArcGIS Online subscriptions included with EDN Advanced may be used as permitted by the Terms of Use in Addendum 3.Online Services Addendum. 25. Reserved. 26. An ArcSDE Personal Edition geodatabase is restricted to ten(10)gigabytes of Licensee's data 27. ArcGIS for Server Web ADF Runtime Software may not be deployed independently of Licensee's ArcGIS for Server Enterprise configuration. E300 Page 3 of 14 09/22/2012 d Packet Pg. 190 C.9.c 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 websitc. 30. Use is restricted to a maximum of ten(10)gigabytes of Licensee's data. 31. Licensee may have redundant Esri Server Software installations)for failover operations,but the redundant Software can only be operational during the period the primary site is nonoperational.The redundmurt Software installation(s) shall remain dormant,except for system maintenance and updating of databases,while time 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 ATcG]S for Server Standard(Workgroup or Enterprise) IL 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. mO 39. Any editing functionality included with ArcGIS for Server is not permitted for use with ArcGIS for Server Basic (Workgroup or Enterprise). 40-45. Reserved. 46. Licensee should not follow any route suggestions that appear to be hazardous,unsafe,or illegal.Licensee assumes mm all risk of using this navigation Software. W 47. Licensee may develop and distribute software or web applications that use Esri File Geodatabase API to Licensee's end users. 48-52. Reserved. 53. This authorizes installation and use of a sufficient quantity of instances of ArcGIS for Server Enterprise Standard solely for the purposes of integrated intercommunication between Esri ArcGIS for Server map services and IBM U Cognos data packages.No other use of Esri ArcOIS for Server Enterprise Standard is permitted. 54. ArcGIS for Windows Mobile Deployments are licensed for use with ArcGIS for Server Advanced(Enterprise or Workgroup),ArcGIS for Desktop(Advanced,Standard,Basic),and ArcGIS Engine applications. 55-58. Reserved. 0 59. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users up to the number of Deployment Licenses that have been purchased. 60, a. ArcGIS Runtime SDK licenses shall not be used for Internet or server development; b. An end user must purchase a software application that includes an ArcGIS Runtime license to obtain the right to run an ArcGIS Runtime application on one(1)computer,;and c. Customers building applications for their own internal use must purchase ArcGIS Runtime licenses for every W application Deployed that includes ArcGIS Runtime.A single user may have,multiple ArcGIS Runtime W licensed applications installed on one(1)computer,but each application is an independent'Dcployment of ArcGIS Runtime. 61. Oracle is a third-party beneficiary of Esri's rights under the License Agreement with respect to the Software but is not a party hereto and assumes no obligations hereunder. 62. Esri and its licensors reserve the right to conduct an audit of Licensee's use of the Software.Licensee will provide reasonable assistance and access to information regarding Licensee's use of the Software.Audit results may be > reported to Esri's licensors.Fees for ovcrdcployment or excess usage are payable within thirty(30)days of the _ invoice date. 63. Reserved. 64. For web applications,Licensee may not use this Product independently of other Esri Product(s). 65. Reserved. 66. For desktop applications or SbarePoint,each license is per organization,For the purposes of this license, organization is equivalent to a principal registered unique domain identifier.Domain mrain is the Internet domain rename registered with a domain name registrar.For instance,in cxamnple.com,examplc.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 14 08/22/2012 Packet Pg. 191 C.9.c 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 h 3nyw w, e m/l in ftwarc 4icense.html(as applicable,the"License Agreement"),which is incorporated by reference.This Addendum 2 takes precedence over conflicting terms of the License Agreement.Esri reserves the right to modify the Data terms of use referenced below at any time.Licensee may cancel a 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: ArcGIS Online Data(1) ■ Demographic,Consumer,and Business Data("Esri ■ StreetMap Premium for ArcGIS(2) Data")(5, 10) IL ■ StreetMap Premium for Windows Mobile(2) 0 Data and Maps for ArcGIS(6) CD LO StreetMap Premium for ATCPad(2) Address Coder Data(7,10) 10 ArcLogistics Data(2) " Sourcebook•America Data(8,10) ■ Data Appliance for ArcGIS(3) " MapStudio Data(9) Business Analyst/Location Anal ics Data 4,10 Notes 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.Licensee may use Data accessed through ArcGIS Online as permitted under the terms of the URLs referenced below: a. NAVTEQ data is subject to the terms of use at ht :/wwty. sri„ r / f i97 1- v use data. d w b. Tele Atlas/TomTom data is subject to the terms of use at Lwww„ -J.ClCaqas use d c. Data from i-cubed is subject to the terms of use at h1 :llwww�g At Lo magaw?dN122k JiLqkUff d. Microsoft Bing Maps data is subject to the terms of use at h Wwwwv e ri or I / k- 2-bl maosvcs.1A e. BODC bathymetry data is subject to the terms of use found at !www a"ve (gebco/terms of use/. 2. StreetMap Premium for ArcGIS:StreetMap Premium for ArcGIS far Windows Mobile;StreetMap Premium for ArcPad; ArcLogistics Data:StreetMap Premium Data may be used for mapping,geocoding,and single vehicle routing purposes but is not licensed for dynamic routing.For instance,StreetMap Premium 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 turn is missed. � StreetMap Premium Data may not be used to perform synchronized routing of multiple vehicles.Data acquired for use with ArcGIS for Desktop,ArcGIS for Server,ArcPad,or ArcLogistics Software may only be used with the Product for which the 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.Data may include data from either of the following sources: a. NAVTEQ data is subject to the terms of use at :/www c.sri;c a al/ d3.„ 791-n v t b. Tele Atlas/TomTom data is subject to the terms of use at t •P/tv l I/ -teleatl'as u d df. CD cy 4i 3. Data Appliance for ArcGIS:Data provided with Data Appliance is subject to the following additional terms of use: a. Licensee may only use Data for North America with the North America collection of the Data Appliance for ArcGIS.This restriction applies to a large-scale(i.e.,scale levels below M 00,000)street map,transportation layer,boundaries and places layer,and one(I)-meter or better resolution imagery included in the USA E300 Page 5 of 14 09/22/2012 Packet Pg. 192 C.9.c 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. b. NAVTEQ data is subject to the terms of use at'hft . I/ IN49 I- vtco use dmodf, c. Tele Atlas/fomTom data is subject to the terms of use at bqWLwww.gjr" /pffM9792 -teleatlas use data odf. d. Data from i-cubed is subject to the terms of use at hapVJwww.e9rL0 e. BODC bathymetry data is subject to the terms of use found at h1tp°:L/www.boAL liv //gebco/terms of use/. 0 4. Business Analyst Data;Location Analytics Data:Business Analyst Data is provided with Esri's Business Analyst (Server„Dcsktop)or accessed through Business Analyst Online and Community Analyst.Location Analytics Data is accessed thmugb Business Analyst Online API,Community Analyst API,and Location Analytics API.The Data is subject to the following additional terms of use: IL a. The Data is provided for Licensee's internal business use solely in connection with Licensee's authorized use of Softwarc.Business Analyst Data is restricted for use only in conjunction with the respective Business Analyst extension.Location Analytics Data is restricted.for use only in conjunction with Business Analyst Online API, Community Analyst API,and'Location Analytics API.If Licensee orders a license for Esri Business Analyst or Business Analyst(Canadian Edition),or for Business Analyst Online API,Community Analyst API,and Location Analytics API,with a subset of the national dataset(i.e.,Region,State,Local),Licensec may use only the licensed subset,not any other portion of the national dataset. W b. Licensee"s use of Canadian Edition Data with Business Analyst(Servcr,Desktop),Business Analyst Online API,Community Analyst API,or Location Analytics AN is subject to the Use of Data Restrictions specific to Esri Bu l Anal ad'i n i i n ata;. 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 U limiting the generality of the foregoing,Users are expressly prohibited from(f)cobtanding or otherwisc providing the product or service on behalf of any third party;,(ii)sublicensing or reselling the Infogroup database;(iii)using or allowing third parties to use the Infogroup database for site purpose ofcompiliog, 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 thirst party;(iv)using the Infogroup database in any service or product not specifically authorized in this License Agreement or offering it through any third party;(v)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(vi)using the Infogroup database for any direct marketing W purposes. d. NAVTEQ data is subject to the terms of use at h'tt ://wvww ri.con l U 1" '9791-navt` u df e. Tele Atlas/PomTom data is subject to the terms of use at hl11XUivrvw+&sri&9MftgUdUj979 •Icleatlas use ,ta,rf " ca 5. Demographic,Consumer,and Business Data("Esri Data"):This Data category includes demographic,consumer, business,and Tapestry Segmentation datasets.Subject to the terms of the License Agreement and this Addendum 2, > Licensee may use the Esri Data for any business purpose. E 6. Data and Maps for ArcGIS:The Data is available to licensed users of ArcG1S 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 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. E300 Page 6 of 14 08I22I2012 Packet Pg. 193 C.9.c 7. Address Coder Data:This Data is included with Address Coder and is provided for Licensee's internal business use solely in connection with Licensee's authorized use of Address Coder. 8. ,Sourcebook-America Data:This Data is included with Sourcebook*A.merica and provided for Licensee's internal business use solely in connection with Licensee's authorized use of Sourcebook•America. 9. MapStudio Data:Use of this Data is subject to the following terms and conditions: U) a. NAVTEQ data is subject to the terms of use at tt °dlwrvw ".contlle f -pl v use data b. Tele Atlas./TomTom data is subject to the terms of use at wwwv i. ? -telegilm UK 41'+�t&W c. Data from i-cubed is subject to the terms of use at tt : wvww i, f J" . f d. Infogroup Data is subject to the following terms of use:"Users"means end users ofEsri 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)cobranding or otherwise providing the product or service on behalf of any third party;(ii)sublicensing or reselling the Infogroup IL database,(iii)rising 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 era 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;(iv)using the Infogroup database in any service or product not specifically authorized in this License Agreement or offering It through any third party;(v)disassembling,decompiling,reverse enginecring,modifying,or otherwise altering the Infogroup database or any part thereof without lnfogroup"s prior written consent,such consent to be granted or withheld at Infogroup's sole discretion;or(vi)using the Infogroup database for any,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 U in standalone form. 3 0 0 CD cv E300 Page 7 of 14 0812212012 Packet Pg. 194 C.9.c 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 h ://www.csli:.con-ilce-1/tippnQ;no � mare.•• %.it l(as applicable,the"License Agreement") which is incorporated by reference.This Addendum 3 takes � precedence over conflicting terms of the License Agreement.Esri reserves the right to update the terms from time to time, ct' n I,of this Addendum 3 contains terns applicable to all Online Services;&c j_jQj2 contains common terms applicable to specific Online Services. ffCjIQN N II ARTICLE 1—DEFINITIONS In addition to the definitions provided in the License Agreement,the following definitions apply to this Addendum 3: LO Q a. "API"means application programming interface. b. "ArcGIS Website"means hitn://www.arcpis,.mni and,any related or successor websites. c. "Content"means Data,images,photographs,animations,video,audio,text,maps"databases,data models, � sptcadsheeM user interfaces,software applications,and Developer°t ov1S. d. "Developer Tools"means software development kits(SDKs),APIs,software libraries,code samples,and other W resources. C. "Named Users"means Licensee's employees;agents;consultants;contractors;or,for education accounts,registered students whom Licensee authorizes to access Online Services for Licensee's exclusive benefit through Licensee's ArcGIS Online account,to which they are explicitly linked through unique,individual user names and passwords. U f. "Online Content"means Content hosted or provided by Esrq as part of Online Services„'including any Map Servlces, Task Services,image Services,and Developer Tools and excluding.Content provided by third parties that Licensee accesses through Online Services. g• Service Components' means each of the following:Online Services,Online Content,ArcGIS Website,Developer Tools,Documentation,or related materials. It. "Licensee's Content"means any Content that Licensee or Licensee's Named Users submit 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 applications Licensee builds with Developer Tools and deploy with Online Services.Licensee's Content excludes any feedback,suggestions,or requests for Product improvements that Licensee provides to Esri. i "Value-Added Application"'means an application using the Developer Tools and Online Services and that includes functions or features not inherent in the Online Services. (n j, "Web Services"as used under Licensee's existing signed license agreement,if any,means Online Services and any Content delivered by such Online Services. r. 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 > paid,(ii)for Licensee's own internal use by Licensee and Licensee's Named Users,and(iii)in accordance with this License Agreement and the'licensed configuration on file as authorized by Esri. 21 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 cv 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. au E300 Page 8 of 14 08/22/2012 Packet Pg. 195 C.9.c 23 Licensee's Responsibilities.Licensee or Licensee's Named Users are the only persons authorized to access Online Services through Licensee's accounts.Authorization Codes may not be shared among multiple individuals but may be reassigned for absences of one(1)month or longer,Licensee and Licensee's Named Users are responsible for maintaining the confidentiality of Authorization Codes and for ensuring that unauthorized third parties do not access Licensees account. Licensee will immediately notify Esri if Licensee becomes aware of any unauthorized use of Licensee's account or any other breach of security. 2A Prohibited Uses or the Online Services.In addition to the prohibited uses 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 snake commercial use of Online Services except to the degree that Online Services directly enable such functionality; IL (v)share the client-side data cache derived from Online Services with other licensed end suers or third parties;(vi)distribute the client-side data cache,routes,or geocodes derived from Online Services to third parties;(vii)manually or systematically era harvest information and data contained within Online Services;(viii)use ArcGIS Online Map Services,Geocoding Services, or Routing Services in connection with any products,systems,or applications installed or otherwise connected to or in communication with vehicles capable of vehicle navigation,positioning dispatch,real-time route guidance,fleet management,or similar applications;or(ix)incorporate any portion of Online Services into a commercial product or service unless it adds material functionality to the Online Services. 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 U UPLOADED OR MADE DURING THE EVALUATION TERM WILL BE PERMANENTLY LOST.IF LICENSEE DOES NOT WISH TO PURCHASE A SUBSCRIPTION,LICENSEE MUST EXPORT SUCH CONTENT BEFORE THE END OF LICENSEE'S EVALUATION PERIOD. 0 2.6 MoM, caWns of Online Services.Esri reserves the right to alter,modify,deprecate,or discontinue Online Services and related APIs at any time.If reasonable under the circumstances,Esri will provide prior notice of any material alterations.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. 23 Attributions.Licensee is not permitted to remove any Esri or its licensors'logos or other attribution associated with any use of ArcGIS Online Services. W ARTICLE 3—TERM AND TERMINATION The following supplements Article 5—Term and Termination of the License Agreement: 0 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 Service Interruption.Licensee's access(including access on behalf of Licensee's customers)to and use of Online Services may be suspended,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 or its affiliates. 3.3 Service Suspension.Esri and its affiliates 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 this License Agreement or exceeds Licensee's usage limits and fails to purchase additional Service Credits sufficient to support Licensee's continued use of Online Services as described in Article 5 of this Addendum;(b)if there is reason to believe that Licensee's use of Online Services will adversely affect the integrity,functionality,or usability of the Online Services or that Esri and its licensors may incur liability by not suspending Licensee's account;(c)for scheduled downtime to conduct maintenance or make modifications to Online Services;(d)in the event of a threat or attack on Online Services(including a denial-of--service 00 Page 9 of 14 002/2012 v V 9 Packet Pg. 196 C.9.c attack)or other event that may create a risk to the applicable part of Online Services;or(e)in the event that Esri or its affiliates determine 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'warranted under these circumstances,Licensee will be notified of any Service Suspension beforehand and allowed reasonable opportunity to take remedial action. U) 3A 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 is solely responsible for the development,operation,and maintenance of Licensee's Content and for all materials that appear on or in any of Licensee's Content.Licensee retains all right,title,and interest in Licensee's Content.Licensee hereby grants Esri and its licensors a nonexclusive,nontransferable,worldwide right to host, ran,and reproduce Licensee's Content solely for the purpose of enabling Licensee's use of Online Services.Without IL Licensee's permission,Esri will not access,use,or disclose 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 eO for any other purpose authorized by Licensee in writing,ifl..icensee 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 and Online Service%Esd may disclose Licensee's Content if required to do so by law or pursuant to the order of a � count or other govcnunent 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 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 ri o in tml. 0 4.3 Sharing Licensee's Content.Online Services and ArcGIS Website include publishing capabilities that allow Licensee to make Licensee's Content available to third parties("Sharing Tools").Licensee hereby grants to any third parties with whom Licensee elects to share Licensee's Content using such Sharing Tools the right and license to use,store,cache,copy, reproduce,(re)distribute,and(re)transmit Licensee's Content with Online Services subject to any terms of use and access < restrictions that Licensee provides with Licensee's Content.ESRI IS NOT RESPONSIBLE FOR AN y LOSS„DELETION, MODIFICATION,OR DISCLOSURE OF LICENSEE'S CONTENT RESULTING FROM LICENSEE'S NAMED USERS' W MISUSE OF SUCH SHARING TOOLS OR ANY OTHER SERVICE COMPONENTS.LICENSEE'S USE OF SUCH W SHARING TOOLS IS AT LICENSEE'S SOLE RISK. 4A Retrieving Licensee's Content upon Termination.Upon termination of this License Agreement or any 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 W Esri may establish limits on the resources available to Licensee with Online Services.These limits may be controlled through Service Credits.'Service Credits are used to measure the consumption of ArcGIS Online services made available through CD cv 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 consumption reaches approximately seventy-five percent(75%)of the Service Credits allocated to Licensee through Licensee's subscription.The overage limits for a particular Service and options to address overages will be providers in the Service description and specified in the Ordering Document.Esri reserves the right to suspend Licensee's account until Licensee pays all outstanding overage fees in accordance with this License Agreement. E300 Page 10 of 14 08/22/2012 Packet Pg. 197 C.9.c a ARTICLE 6—ONLINE CONTENT;THIRD-PARTY CONTENT AND WEBSITES 6.1 Online Content.AreGIS 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 Welasites.Online Services and ArcGIS Website may reference or link to third-party websites M 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. ARTICLE 7—LICENSEE'S WARRANTIES Licensee wan-ants that Licensee's Content or use of Online Services with a product process,or system not supplied by Esri or eO specified by Esri in its Documentation will not(i)infringe or misappropriate any third-parly intellectual property rights or proprietary rights,(ii)violate any third party's privacy rights or any applicable law,or(M)contain or transmit to a third party any Malicious Code.Except as prohibited by applicable law„Licensee agrees to defend„indemnify,and hold harmless Esri � from and against any claim,action,liability„or demand arising out of a breach of the fort-going warranties. 0 0 en ca 0 E 0 ao E300 Page I 1 of 14 08/22/2012 Packet Pg. 198 C.9.c SEC'IIO 2­TE F USE FORSPE 1FI V 'E Specific Online Services are subject to the terns of use set forth in the notes referenced below: a ArcGIS Online(1;2;3;Addendum 2.Note 1; Esri Community Analyst API for Adobe Flex, Addcndtnn .Note 6I Microsoft Silverlight,SOAP,and REST(6; ■ Business Analyst Online(4;rladdendtmm 2 No 1 Addendum 2.Note I;AddendumJ N to 4 Addokm 4 ■ Esri Location Analytics API for Adobe Flex, ■ Business Analyst Online Mobile(4;Addendum 2. Microsoft Silverlight,SOAP,and REST(6; de dt �Notc 4 Ad n rn2,Np(q,J Addelidgm 2 Naas 41 ■ Esri Business Analyst Online API for Adobe Flex, ■ Redistricting Online(;3; Microsoft Silverlight,SOAP,and REST(6; ■ MapStudio(5; A l ,nclumn 2,� iml s12t 4) as ■ Community Analyst(4;AAA" lm NQk1 �e Addendum 2 Note 4 in Notes 1. In addition to the common terms of use of Online Services: a. Licensee may use Licensee's ArcGIS Online account to build a Value-Added Application(s). b. Licensee may provide access to Licensee's'Valuc-Added Application(s)to third parties,subject to the following terms: i. Licensee may allow anonymous user access to 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 U 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 0 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 D 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( ). vi. Licensee will restrict third-party use of Online Services as required by the terms of this Agreement. W c. For ArcGIS Online ELA and Organization Plan accounts:Licensee is also permitted to `- i. Charge an additional fee to third parties to access Licensee's Value-Added Application(s),subject to the U terms of this License Agreement;or ii. Transfer Licensee's Value-Added Application(s)to a third party's ArcGIS Online account,subject to the following: (1) Licensee may charge third parties a fee for Licensee's Value-Added Application(s). (2) Licensee is not obligated to provide technical support for the third party general use of its r!5 ArcGIS Online account not related to Licensee's Value-Added Application(s). (3) 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 's ArcGIS Online account. d. For Personal Plans,Education and Not-for-Profit use of ArcGIS Online 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 Online ELA or Organization Plan account. E300 Page 12 of 14 09/22/2012 I Packet Pg. 199 C.9.c 2. Licensee is not permitted to be the licensee of an ArcGIS Online account for or on behalf of a third party. 3. Terms of Use for ArcGIS Online Services:The following ArcGIS Online Services are not subject to ArcGIS Online fee- based Service Credit consumption usage.There is no fee(unless otherwise noted)to use these services up to the predefined maximum usage limits shown below.Use of these services beyond the predefined usage limits requires an additional fee.These services may be used only in conjunction with ArcGIS Software or an ArcGIS Online account. U) a. Map Services,Imagery Services,and Geometry Services:Licensee may put these services to any use consistent with these terms of use,subject to an aggregate limit of fifty million(50,000,000)transactions during any twelve(12)-month period."Transaction"is defined in the Documentation at the ArcGIS Online Content resource center at hLIR:I/kipatcgis.com/en/areeist)nlinc_/ I- b. ArcGIS Online Standard Task Services(available at ht • . r in . m):Licensee may put these services to any use consistent with these terms of use,subject to the following: Standard Geocvding Services:'License may use these services for search capabilities only,and results may not be stored for later use.Whenever results are stored for later use,a subscription is required. Standard Routing Services:Licensee is subject to a limit of five thousand(5,000)routing requests(as iO defined in the Documentation)during any twelve(12)-month period. c. ArcGIS Online Subscription Task Services(available at °'l r air t Upon Licensee's payment to Esri of the applicable fee(s),Licensee may put these services to any use consistent with these terms of use.Licensee may store results for later use. W d. ArcGIS Online Sample Services:Licensee may use these services for internal evaluation and development purposes only.All licenses for ArcGIS Online Services are subject to these terms of use and any additional restrictions or requirements identified in the Documentation. 0 The following ArcGIS Online Service is subject to fee-based ArcGIS Online Service Credit consumption usage: U a. ArcGIS Online World Geocoding Service(available at "lJ .ar: n_ Licensee may use this service for search capabilities at no cost,but results may not be stored for later use.Upon Licensee's payment for an ArcGl S Online subscription or Service Credits,Licensee may batch geocode and store results for later 0 use. 4. Licensee may not display or post any combination of more than one hundred(100)Esri Business Analyst Online or Community Analyst Reports and maps on Licensee's external websites. 5. Licensee may create,publicly display,and distribute maps In bard copy and static electronic format for news-reporting purposes. t!) 6. Licensee may develop software or web applications that use Business Analyst Online API,Community Analyst API,or Location Analytics API to access,query,create,display,and redistribute Reports and resultant static,electronic maps to end user(s)of Licensee's software or web applications,If Licensee has an anonymous user subscription,Licensee may " y provide access to Licensees Value-Added Application(s)to anonymous end users,limited to the number of Reports Licensee has paid for.End user(s)of Licensees software or web applications may use Reports and maps for internal purposes only and not for further redistribution."Report(s)"means any formatted output created by the Business Analyst Online API,Community Analyst API,or Location Analytics API Products,which includes'PDF,CSV,Excel,HTML, and XML formats.Licensee shall not redistribute any Data in vector formats.Licensee and Licensee's end users are prohibited from using Repoms or other output generated by Business Analyst Online API,Community Analyst API,or W Location Analytics API as a substitute for Business Analyst Online API,Community Analyst.API,or Location Analytics API,including,but not limited to,(I)combining and including such output in one or more files or databases and (ii)malting such output available through a multiuser computer application.For clarity,end users may save Reports locally for their own internal use.For publicly facing applications developed with Business Analyst Online API ry (Canadian Edition),Reports and Data may be produced or exported in static formats only(c,g„,JPEG,PDF);Licensee .. must ensure that Licensee's application does not allow Canadian Edition Reports to be exported as CSV,XML,HTML, or XLS files or in any other format that readily enables extraction or manipulation of the file's contents.Licensee is solely responsible for providing technical support for Licensee's Value-Added Application(s). E300 Page 13 of 14 08/22/2012 Packet Pg. 200 C.9.c 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 Addendurn 4 includes the Licensee's existing master license agreemcnt,if any,or the License Agreement found at humt/www csr' mile allli fiware gin§ .h (as applicable,the"License Agreement"),which is incorporated by reference.'1"his Addendum 4 takes precedence over conflicting terms of the License Agreement.Esri reserves the right to update the terms from time to time. L-_GrEducational Progr roams(1) a Home Use Prograrn(3)ant Pro ams 2 a Other Esri Limited Use P rams 4 CL Notes CD 1. Educational Programs:Licensee agrees to use Products solely for educational purposes during the educational use Term. LO Licensee shall not use Products for any administrative use unless Licensee has acquired an administrative use Term License.Licensee shall not use Products for commercial or for-profit purposes. 2. Grant Programs:Licensee may use Products only for Noncommercial purposes as specified in the Esri grant document. Licensee shall not use Products for commercial or for-profit purposes. C 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 arc ' or Licensee"s authorized distributor's website. b. Esri grants to'Licensee a personal,nonexclusive,rrontransferttlrle,Sing;fe Use License solely to use the Products provided under the AmGFS for Nome Use Program as set forth in the applicable Ordering Documents(i)for which U 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 lay 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 r<s provide a commercial service;and(iv)is neither conducted nor funded by any person or entity engaged in the (1) 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. W Esri is not responsible for making or arranging for updates to'interfaces for nonstandard devices or custom applications. r Esri Installation Support will be provided in compliance with the Esri ArcGIS for Home Use Installation Support document on the Esri website at www c rrrPle all in - « histaJlWjgJ3-sJ1PV0!J,EgC Esri supports users solely with the installation of Esri Software,Esri's Support website is at Irtt n s > 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 CD cv incorporated herein by reference. .. C 0 E300 Page 14 of 14 0912212012 Packet Pg. 201 • EXHIBIT 2 TRAINING ADDENDUM *esri- (E207SET 3/11) Esri,380 Now York SL,Redlands,CA 92373-8100 USA-TEL 909-793-2853-FAX 909-793-5953 rta ARTICLE 1—TRAINING DESCRIPTION participation due to US gOvemmOnt OWd regulation requirements,courw scheduling changes,or cancellations, Earl offers Intinucter-led training related to the Use Of Its, Licensee must provide written notice to We Customer pmprielary GiS sotomre. Esti,will provide to Licensee a fixed SeMcq at jIf0dWAWjijSgM of any cancellation, number of training days to use for Instructor-Led Training, as rescheduling, or Student substitution requiraments and defined in this Small Enterprise Training Package,If pufchased. waive confirmation of thew chonge(s)prior to the doss start0 4— Instructor Led Training events occur at an Earl Looming Center or date. via the web In a cloud environment, The Earl so"re training Licensee Is responsible to ensure that, it adheres to the m courso(s), to be conducted, location" schedule dates, and course,Wily, and equipment requirements for Esri training >- registration requirements are sot"in the Fsd Tralrdrig oatolot; as found at located on EsWo Training websitis Ali 0nde&dMMML0102Q2&0AWWM� (L courses are conducted in substantial confamily with course Students may not use audio armor video race" descriptions outlined on the Esri Training vmbsfte. Earl reserves equipment within the classroom without prior Written approval the, right to modify course content when necessary due to from Earl. East reserves the right to record a classroom software technical capabilities or limitations, training event for future rebroadcast. ARTICLE 2—ESRI'S RESPONSIBILITIES ARTICLE 4—CANCELLATION AND RESCHEDULING POLICY • Earl will provide an instructor qualified to conduct the Wwn a Student's place in class is filted by another person omrsa(s)as well as all necossary training matedols suffidard ftorri the same organization,a Student substitution Is allowed 4) W the number of registered participants (herelneftor #I no cost provided Ead's Customer Service department is "Student(sr)on fie scheduled dates. Esri will provide each notilled three(3)business days In advance of the dass;start Student with a course manual where applicable. data. Should a Student substitution omr without three(3) • business days"' notification, an additional nonrefundable Esri will confirm Leaming Center training does scheduled dates approximately ton(10)business days prior to the class Water and data processing fee may be assessed, start date. A Student may transfer from one(1)scheduled Esri Looming 0 Canter class to another one(1)fte at no additional Charge ARTICLE 3—UCENSEE'S RESPONSIBILITIES provided EsrVs Customer Service department is notilled three(3)business days In advance of the class start dale. m • Licensee must Omura the protection of Eorrs copyrights, Subsequent bansfars or transfors that occur without three(3) Licenses shall nalther copy or distribute nor permit a third business days'notification may inoir a transfer foe. party to copy or distribute any of ES(Vs Wning material(s) Students may cancel their enrollment in a class pmvkW 0 unless otherwise required by low. Esd's Customer Service department is notified (n • Licensee must not resell seal(s) to an Ead training class three(3)business days In advanco.11 three(3)business days' (n unless explicitly authorized In writing by Earl. notification Is not provided,Students may be charged the full • Licenses must confirm that all registered Students meet the Student Seat fee. minimum prerequisites for the applicable class set forth on EsWs Training welbsite. If Esri is unable to conduct the training on the scheduled date, • Licensee must ensure that all Students have received Esri will notify Licensee at least three(3)business days before confirmation from Earl to participate in an Esri training event the scheduled date. Unregistered Students are not permitted to view or participate W in a Virtual Classroom training event.Esd reserves the right to 11 cancellation of a training event is necessary due to Force disconnect any Student who permits access to unregistered Msjour%the affected party Is released in full from the three(3). Students. business-day notification.The affected party will either reschedule gj • Licensee must submit roglatrations with a confirmed payment the training or cancel the order without that offedad party commitment at least seven Q)business days before the class incurring any liability. .2 start date. If Licensee submits a registration without a 0 confirmed payment Earl will not confirm the seat reservation. ARTICLE 5—UNIQUE TERMS FOR THE SMALL ENTERPRISE > The reservation will be added to the waiting list pending TRAINING PACKAGE payment confirmation and subject to ovallabillty. • US government e)port control laws and regulations prohibit . To order training, Licensee must include 0airving In the US persons from ongagring In transactions with certain denied Purchase Order for the,Et A or provide a Purchase Order as W persons found on various US Government Denied persons required and specified within the ELA that matches the Earl lists (e.g,, US Department of the Treasury$ Specially quotation. DosIgnated Nationals List, US Commerce, Department's . VWere Licensee submits additional Purchase Orders to Denied PersontwEntity, List, etc,). To most these export purchase training days for additional Yea0s), any unused C14 m0roments,Licensee must submit to Ead Customer Service training days will automatically roll over, a list of the names of Students that am to attend any training . A Purchase Order is required annually for each three(a)-year dos& Any Student that Is found an any of the various US term.Failure to submit annual Purchase Orders will result in G*vommant Denied Persons lists will not be permitted to the forfeit of unused training days. E attend training. . Licenses must assign an individual Wthin:its organization to • Licensee Is responsibte,for all Student travel arrangements, the role of Training Administrator to a"as liaison between Esri assumes no responsibility for losses from nonrefundable Licensee's organization and Earl as well as Internally Manage travel arrarigemon% resulting from denial of a Student's and authorize allocated training days. E207SET Page I o1`2 03/25/2011 F Packet Pg. 202 C.9.c 0 • The tvalnlrwg days are available for a period of twelve (12) months, commencing on the purchase SifaGldve Date, and ending when all training days are consumed. whichever Is sooner. ■ Esrd will invoice for outstanding training expenses where applicable. a TmIning days are not transferable and not refundable for any m other Esrd products or services. ARTICLE 6—RESERVATION OF OWNERSHIP AND GRANT OF LICENSE Except as specifically granted in this Agreement, Earl and/or Its licensors own and retain all right,title„and interest In software, data,documentation,and training materials. ARTICLE 7--WARRANTY 7.1 Earl will provide training in a manner consistent with the technical and professional standards of the industry. ewe 7,2 Disclaimer of Warranties.WITH THE EXCEPTION OF THE LIMITED WARRANTY SET FORTH IN THIS ARTICLE, ESRi m 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, O AS WELL AS ANY WARRANTIES THAT THE TRAINING IS ERROR FREE. O ARTICLE 6—LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY m EXCEPT FOR INDEMNITY ASSOCIATED WITH CLIENT SITE TRAINING, IN NO EVENT SHALL ESRI BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR TRAINING; LOST PROFITS; LOST SALES; BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMM r MENTS,, LOSS OF ANY GOODWILL; OR ANY INDIRECT, SPECIAL EXEMPLARY, CONSEQUENTIAL, OR O 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 W OF ACTION OF ANY KIND,SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE PORTION OF THE TRAINING UNDER THIS AGREEMENT. THESE LIMITATIONS SHALL 'APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. O ARTICLE 9--UCC INAPPLICABILITY tm Training provided under this Agreement will not be governed by f!5 the Uniform Commercial Code (UCC) and will not be deemed "goods"within the definition of the UCC. cv tm O m E207SET Paget of 03/25/2011 Packet Pg. 203 C.9.c i& a May 21,2013 e� Mr.Bob Ward COUNTY OF MONROE 1200 TRUMAN AVE STE 211 KEY WEST,FL 33040 Dear Bob, The Esri Small Municipal and County Government Enterprise License Agreement(ELA)is a three-year LO Q agreement that will grant your organization access to Esri®term license software on an unlimited basis including maintenance on all software offered through the ELA for the term of the agreement.The ELA will be effective on the date executed and will require a firm,three-year commitment. Based on Esri's work with several organizations similar to yours,we know there is significant potential to apply geographic information system(GIS)technology in many operational and technical areas within your organization.For this reason,we believe that your organization will greatly benefit from an enterprise license agreement. An ELA will provide your organization with numerous benefits including: e� +� A lower cost per unit for licensed software Substantially reduced administrative and procurement expenses 0 a Maintenance on all Esri software deployed under this agreement in ■ Complete flexibility to deploy software products when and where needed The following business terms and conditions will apply: e All current departments,employees,and in-house contractors of the organization will be eligible to use the software and services included in the ELA. e If your organization wishes to acquire and/or maintain any Esri software during the term of the agreement that is not included in the ELA,it may do so separately at the Esri pricing that is generally available for your organization for software and maintenance. E e The organization will establish a single point of contact for orders and deliveries and will be responsible for redistribution to eligible users. in e The organization will establish a Tier 1 support center to field calls from internal users of Esri software.The organization may designate individuals as specified in the ELA who may directly contact Esri for Tier 2 technical support. cv e The organization will provide an annual report of installed Esri software to Esri. e� 380 New Yoh Street 909 793 2853 Rediands,California 92373.8100 tsA infopeui.com esri.com Packet Pg. 204 C.9.c ■ Esri software and updates that the organization is licensed to use will be automatically available for downloading. ■ The organization will act as an Esri reference site and will permit Esri to publicize its use of Esri software and services. The fee and benefits offered in this ELA proposal are contingent upon your acceptance of Esri's Small Municipal and County Government ELA terms and conditions. Licenses are valid for the term of the ELA. This program offer is valid for 90 days.To complete the agreement within this time frame,please contact me within the next seven days to work through any questions or concerns you may have. To expedite your acceptance of this ELA offer: CD 1. Sign and return the signature page of the ELA with a Purchase Order or issue a Purchase LO Order that references this ELA Quotation and includes the following statement on the face of the K Purchase Order:"THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND CONDITIONS OF THE ESRI SMALL MUNICIPAL AND COUNTY GOVERNMENT ELA,AND ADDITIONAL TERMS AND CONDITIONS IN THIS PURCHASE ORDER WILL NOT APPLY." Have it signed by an authorized representative of the organization. 2. On the first page of the ELA,identify the central point of contact/agreement administrator.The agreement administrator is the party that will be the contact for management of the software, administration issues,and general operations.Information should include name,title(if U applicable),address,phone number,and e-mail address. F � 3. In the purchase order,identify the"Ship to"and"Bill to"information for your organization. 0 r4. Send the purchase order and agreement to the address,email or fax noted below: Esri e-mail:service@esri.com Attn:Customer Service SG-ELA fax documents to:909-307-3083 380 New York Street Redlands,CA 92373-8100 I appreciate the opportunity to present you with this proposal,and I believe it will bring great benefits to a U your organization. i Thank you very much for your consideration. y Best Regards, Robyn Garrett 704-541-9810•8640 CD cv rQarrettna.esri.com ca Small Government ELA 2 C Packet Pg. 205