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Home My WebLink About20202790.tiffCunrlvad- 11)4-icM BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Enterprise License Renewal for ESRI Software DEPARTMENT: Information Technology PERSON REQUESTING: Ryan Rose r DATE: 3/20/24 Brief description of the problem/issue: Weld County uses ESRI GIS/Mapping software extensively as both a stand alone product (Property Portal Map) and as an embedded component of multiple operationally critical software solutions (Public Safety, Public Works, Planning, Oil and Gas, and many others). This agreeement will establish a three year enterprise license agreemeent with ESRI, feting our pricing and enabling Weld County broad access to a full suite of mapping tools. The agreement has been reviewed by the Weld County Attorney's office. What options exist for the Board? 1) Enable this amendment, extending our current agreeement 2) Scheudle a work session to discuss Consequences: Supports multiple operatially critical software applicaitons. Impacts: Enables Weld to continue using software Cost (Current Fiscal Year/Ongoing or Subsequent Fiscal Years: Recommendation: It is the recommendation of the IT department to approve this amendment. Perry L. Buck, Pro-Tem Mike Freeman Scott K. James Kevin D. Ross, Chair Lori Saine Support Recommendation Schedule Place 0CC Agenda Work Session Other/Comments: (4, 0') of, (Di -) Con 7111- K CB- *///og� zo2o-2119O 1TODOO Amendment No. 1 To Agreement No. 00286935.0 esri' SHEZ ENCE WHERE This Amendment No. 1 (this "Amendment No. 1") is entered into by and between County of Weld ("County") and Environmental Systems Research Institute, Inc. ("Esri"). WHEREAS, County and Esri entered into Enterprise Agreement for Term Licenses No. 00286935.0 (Tyler No. 2020-2790) with an Effective Date of April 28, 2021 (the "EA"); WHEREAS, the parties desire to amend the EA to extend the period of performance by three (3) years starting April 28, 2024 and ending on April 27, 2027, update Appendix A — Term Licenses Only — Products and Deployment Schedule and Appendix B — EA Fee Schedule; NOW THEREFORE, the parties agree to the following: 1. The following sentence is added to Article 7.1 Term: The term of the EA is hereby extended by an additional three (3) years beginning on April 28, 2024 and ending on April 27, 2027 (the "Renewal Term"), unless terminated earlier as provided in the EA. Except as may be specifically modified by this Amendment No. 1, all other terms and conditions of the EA and any Amendment(s) or Addendum(s) constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements or representations, written or oral, concerning the subject matter of the EA. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 as of the date of the last party to sign below. ACCEPTED AND AGREED COUNTY OF WELD (County) Signature: 0 ,D ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. (Esri) Signature: 7. -A - Timothy &aresi IMar M, 2024 13.24 PDT) Printed Name: Kevin D. Ross Printed Name: Timothy Brazeal Chair, Manager, Commercial and Government Contracts Title: Board of Weld County CommissionersTitle: Date: 00286935.1 APR 0 1 2024 Date: Mar 19, 2024 ML 1-23-2024.v1 020 —0'19 Amendment No. 1 To Agreement No. 00286935.0 APPENDIX A TERM LICENSES ONLY PRODUCTS AND DEPLOYMENT SCHEDULE €,.;) esri For the Renewal Term beginning on April 28, 2024 and ending on April 27, 2027, County may Deploy the EA Products up to the total quantity of licenses indicated below. Table A-1 EA Products -Uncapped Quantities 7HE SCIENCE OF WHERE' Product Total ArcGIS Desktop: Advanced, Standard, and Basic (Single and Concurrent Use) Uncapped ArcGIS Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Data Reviewer, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Publisher, ArcGIS Schematics, ArcGIS Spatial Analyst, and ArcGIS Workflow Manager (Single and Concurrent Use) Uncapped ArcGIS Enterprise: ArcGIS Enterprise (Advanced and Standard) Uncapped ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Data Reviewer, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Spatial Analyst, and ArcGIS Workflow Manager Uncapped ArcGIS GIS Server: Advanced, Standard, Basic Uncapped ArcGIS Enterprise Additional Capability Servers: ArcGIS Image Server, ArcGIS GeoEvent Server Uncapped ArcGIS Monitor Uncapped ArcGIS Runtime Advanced Uncapped ArcGIS Runtime Analysis Extension Uncapped Mapping and Charting Solutions: Esri Production Mapping for Desktop (Single and Concurrent Use) Uncapped Table A-2 EA Products -Capped Quantities Product Rolled -In Qty. (if applicable) Qty. to Be Deployed Total ArcGIS Data Interoperability Desktop Concurrent Use 0 1 1 ArcGIS Image Analyst Desktop Concurrent Use 0 1 1 ArcGIS Image User Type Extension for ArcGIS Online Annual Subscription 0 8 8 00286935.1 2 ML 1-23-2024.v1 Amendment No. 1 To Agreement No. 00286935.0 esri THE SCIENCE OF WHERE' ArcGIS Parcel Fabric User Type Extension for ArcGIS Enterprise 0 10 10 ArcGIS Utility Network User Type For ArcGIS Enterprise 0 10 10 ArcGIS Developer Subscription Professional 0 1 1 ArcGIS Hub Prenium ArcGIS Online Community Annual Subscription 0 1 1 Site Scan Single Operator Annual Subscription 0 2 2 Site Scan Single Access Annual Subscription 0 2 2 Continued, Table A-2 EA Products -Capped Quantities User Type Product Quantity of Users Term 1 Quantity of Users Term 2 Quantity of Users Term 3 ArcGIS Enterprise ArcGIS Enterprise Editor Annual Subscription 40 40 40 ArcGIS Enterprise Mobile Worker Annual Subscription 40 40 40 ArcGIS Enterprise Creators Annual Subscription 45 45 45 ArcGIS Online ArcGIS Online Organizational Subscription 1 1 1 ArcGIS Online Viewer Annual Subscription 125 125 125 ArcGIS Online Editor Annual Subscription 40 40 40 ArcGIS Online Mobile Worker Annual Subscription 85 85 85 ArcGIS Online Creator Annual Subscription 40 40 40 Annual Service Credits 30,000 33,000 37,250 00286935.1 3 ML 1-23-2024.v1 Amendment No. 1 To Agreement No. 00286935.0 APPENDIX B EA FEE SCHEDULE (c) esri The Total EA Fee is $705,000 for the extended period beginning April 28, 2024 and ending on April 27, 2027. The EA Fee is in consideration of the EA Products, Esri International User Conference Registrations, Back -Up Media and Authorized Tier -Two Standard Support Callers. Payments Year 4 April 28, 2024 - April 27, 2025 Year 5 April 28, 2025 - April 27, 2026 Year 6 April 28, 2026 - April 27, 2027 Total EA Fee $210,000 $235,000 $260,000 $705,000 Additional Benefits Quantity Esri International User Conference Registrations 10 Back -Up Media 1 Authorized Tier -Two Standard Support Callers 4 Esri Training Pass: An important component of a successful GIS implementation is continued training and staff development. This includes 6 Training Pass days for each Year 4, Year 5 and Year 6, which can be redeemed for instructor -led training at either an Esri facility or client site, conditions allowing, or instructor -led online training. An Esri training consultant will work with the County to develop an organization -wide training plan that will provide recommendations based on your organization's GIS training needs. This will promote the most efficient use of the technology and the highest return on investment. This Training Pass will provide the County with access to Esri training according to the following schedule: ■ Year 4: 6 Training Pass days ■ Year 5: 6 Training Pass days ■ Year 6: 6 Training Pass days - Information about redeeming Training Pass days is available at https://www.esri.com/training/training-for-organizations. Esri offers an extensive curriculum of instructor -led training courses. A complete list of courses is available in the course catalog at www.esri.com/training. 00286935.1 4 ML 1-23-2024.v1 THE 751 ENCE OF WHERE" A - 1 - Enterprise Agreement Final Audit Report 2024-03-19 Created: 2024-03-19 By: Martino Lazzaroni (mlazzaroni@esri.com) Status: Signed Transaction ID: CBJCHBCAABAAQrsGJoeuAiuKdiWAZhskJNmGJoO5gJM7 "A - 1 - Enterprise Agreement" History • Document created by Martino Lazzaroni (mlazzaroni@esri.com) 2024-03-19 - 8:04:58 PM GMT a Document emailed to Timothy Brazeal (Tbrazeal@esri.com) for signature 2024-03-19 - 8:05:36 PM GMT t Email viewed by Timothy Brazeal (Tbrazeal@esri.com) 2024-03-19 - 8:11:12 PM GMT 64 Document e -signed by Timothy Brazeal (Tbrazeal@esri.com) Signature Date: 2024-03-19 - 8:24:40 PM GMT - Time Source: server Agreement completed. 2024-03-19 - 8:24:40 PM GMT Q Adobe Acrobat Sign Contract For Entity Information Entity Name* ESRI INC Contract Name" ESRI ELA RENEWAL Contract Status CTB REVIEW Entity ID* @00007562 ❑ New Entity? Contract ID 7950 Contract Lead JMUNDT Contract Lead Email jmundt@co.weld.co.us Contract Description * RENEWS OUR ELA WITH ESRI FOR AN ADDITIONAL 3 YEARS Contract Description 2 Contract Type* AGREEMENT Amount* $210,000.00 Renewable* NO Automatic Renewal Grant IGA Department INFORMATION TECHNOLOGY-GIS Department Email CM- InformationTechnologyGI S@weldgov.com Department Head Email CM- InformationTechnologyGI S- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL EY@W EL DGOV.COM Parent Contract ID Requires Board Approval YES Department Project # Requested BOCC Agenda Due Date Date* 03/16/2024 03/20/2024 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Review Date* 01/01/2027 Committed Delivery Date Renewal Date Expiration Date* 04/28/2027 Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date CONSENT 03/28/2024 Approval Process Department Head Finance Approver Legal Counsel RYAN ROSE CONSENT CONSENT DH Approved Date Finance Approved Date Legal Counsel Approved Date 03/28/2024 03/28/2024 03/28/2024 Final Approval BOCC Approved Tyler Ref # AG 040124 BOCC Signed Date Originator JMUNDT BOCC Agenda Date 04/01/2024 Enterprise Agreement For Term Licenses /D1'4-0 f/7 esri THE SCIENCE OF WHERE Enterprise Agreement No. 00286935.0 This Enterprise Agreement, including the documents listed below ("EA"), is between County of Weld ("County"), with its main offices located at 1150 O Street, Greeley, CO 80631, and Environmental Systems Research Institute, Inc. ("Esri"), with an Effective Date of April 28, 2021. This EA provides for the licensing and Deployment of certain EA Products, delivery of EA Maintenance, and provision of Esri User Conference registrations and any additional services as specified herein. This EA is composed of the following documents, which are incorporated herein by reference: 1. Enterprise Agreement signature page(s) 2. Enterprise License Terms and Conditions, including • Appendix A —Products and Deployment Schedule • Appendix B —EA Fee Schedule • Appendix C —EA Points of Contact 3. Master Agreement The parties acknowledge that they have read and understand this EA and agree to be bound by the terms and conditions contained herein. This EA constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to such subject matter. Any modifications or amendments to this EA must be in writing and signed by an authorized representative of each party. ACCEPTED AND AGREED: COUNTY OF WELD (County) By: Authorized Signature Printed Name: Mike Freeman Chair, Board of Title: Weld County Commissioners Title: ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. (Esri) By: e7121:2 �eir�rtQdrL Authorized S'nature Chris Johnson Printed Name: Manager, Comm'l & Gov't Contracts Date: SEP 14 202U Date: 9/1/2020 2020-2790 Ap-Ex:e,c-t Page of 24 cc 6" Cs' February 4, 2020 ENTERPRISE AGREEMENT TERMS AND CONDITIONS ARTICLE 1 -DEFINITIONS All definitions in other parts of the EA will have the same meaning in this Enterprise Agreement Terms and Conditions. In addition, the following definitions apply to the EA: • "Case(s)" means a failure of Products to operate according to the Documentation where such failure substantially impacts operational or functional performance. • "Customer(s)" means County. For avoidance of doubt, the definition of Customer will not include consultants or contractors. Customer(s) must not include persons or entities ineligible to receive or have access to Esri products or services by operation of law, including US export control laws, decrees, orders, rules, regulations, policies, riders, conditions, or provisos. ■ "Deploy," "Deployment," or "Deployed" means to redistribute, or the redistribution of, the EA Products (and their related keycodes/registration files), or their having been redistributed, by County during the term of this EA for installation and use by Customer. • "EA Fee" means the fee set forth in Appendix B —EA Fee Schedule. • "EA Maintenance" means Tier 2 Support, updates, and patches provided by Esri for EA Products and Rolled -In Software. • "EA Products" means the Products identified in Tables A-1 and A-2 of Appendix A —Products and Deployment Schedule. EA Products do not include Unit -Priced Item(s) or Esri technology that may be embedded in third -party products purchased by Customer. ■ "Effective Date" means the date the EA commences and the start date for all licenses, regardless of when an Ordering Document is provided by Customer. • "Eligible Agency" means the government entity (e.g., city, district, utility, board, or municipality) that is identified in Appendix D as eligible to participate under this EA. "Master Agreement" means Esri Master Agreement number 00286938.0 attached hereto and incorporated by this reference. "Rolled -In Software" means Products (excluding Term licenses or subscriptions) of the same type as EA Products that Customer acquired for use prior to the Effective Date, that are current on paid maintenance (as shown in Esri's customer service records), and that receive EA Maintenance during the term of the EA. If this EA is extended or renewed, Rolled -In Software shall include EA Products Deployed prior to the then -current renewal period. • "Technical Support" means a process to attempt to resolve reported Case(s) through error correction, patches, hot fixes, and workarounds; replacement deliveries; or any other type of Product corrections or modifications specified in the most current applicable Esri Maintenance and Support Program. ■ "Tier 1 Help Desk" means County's point of contact from which all Tier 1 Support will be given to Customer. • "Tier 1 Support" means the Technical Support provided by the Tier 1 Help Desk as the primary contact to Customer in the attempted resolution of reported Case(s). • "Tier 2 Support" means the Technical Support provided by Esri to the Tier 1 Help Desk when a Case cannot be resolved through Tier 1 Support. • "Unit -Priced Item(s)" means separately orderable Products or maintenance that is available subject to a per -unit license fee, subscription fee, or maintenance fee. ARTICLE 2 —GRANT OF LICENSE 2.1 Grant of License. During the term of this EA, Customer's use of the EA Products is subject to the Master Agreement and any additional terms set forth in this EA. Unit -Priced Items, if acquired, and Rolled -In Software will be licensed in accordance with the Master Agreement. 2.2 Beta License. Beta licenses are not available under this EA as EA Products. 2.3 Term License. Esri grants Customer a Term License to EA Products. Customer is only authorized to use EA Products during the term of this EA E512G Page 2 of 24 February 4, 2020 ARTICLE 3 -SCOPE OF USE 3.1 Additional Permitted Uses. For the term of the EA, County may copy and Deploy the EA Products to Customers up to the quantities of licenses granted in Appendix A. County may transfer, redistribute, or Deploy the EA Products within the continental United States; Hawaii; Alaska; and US territories, excluding Puerto Rico and the US Virgin Islands. 3.2 Uses Not Permitted a. Customer shall not use the EA Products outside the United States or its territories or possessions without the prior written permission of Esri and agreement on additional fees, if any. Any such export will be subject to US Export Control Regulation requirements of the Master Agreement. b. Customer shall not transfer, redistribute, or assign EA Products to any third party without the prior written permission of Esri. 3.3 Consultant Access. Customer's consultants or contractors may use EA Products in accordance with the Master Agreement. Customer may not permit its consultants or contractors to install EA Products on consultant, contractor, or third -party computers or remove EA Products from Customer locations except for the purposes of hosting the EA Products on contractor servers for the benefit of Customer. ARTICLE 4 —MAINTENANCE 4.1 EA Maintenance. EA Maintenance is included in the EA Fee. Rolled -In Software and EA Products will receive EA Maintenance, provided that standard maintenance is available for each item. EA Maintenance includes benefits specified in the most current applicable Esri Maintenance and Support Program document (found at https://www.esri.com/en-us/legal/terms/maintenance) as modified by this Section 4.1. a. Tier 1 Support Provided by County (1) The Tier 1 Help Desk will provide Tier 1 Support to all Customers. (2) The Tier 1 Help Desk will use analysts fully trained in the Products they are supporting. (3) At a minimum, Tier 1 Support will include those activities that assist the user in resolving how-to and operational questions as well as questions on installation and troubleshooting procedures. (4) Tier 1 Support analysts will be the initial points of contact for all questions and Case(s). Tier 1 Support analysts shall obtain a full description of each reported Case and the system configuration from Customer. This may include obtaining any customizations, code samples, or data involved in the Case. The analyst may also use any other information and databases that may be developed to satisfactorily resolve Case(s). (5) If the Tier 1 Help Desk cannot resolve a Case, an authorized Tier 1 Help Desk individual may contact Esri for Tier 2 Support. The Tier 1 Help Desk shall provide support in such a way as to minimize repeat calls and make solutions available to Customer. (6) County may assign named Tier 1 Help Desk individuals up to the quantity listed in Appendix B. These individuals will be identified through the My Esri portal and will be the only individuals (callers) authorized to contact Esri directly for Tier 2 Support. b. Tier 2 Support Provided by Esri (1) Esri shall log the calls received from Tier 1 Help Desk individuals. (2) Esri shall review all information collected by and received from Tier 1 Help Desk individuals including preliminary documented troubleshooting provided by the Tier 1 Help Desk when Tier 2 Support is required. (3) Esri may request that Tier 1 Help Desk individuals provide verification of information, additional information, or answers to additional questions to supplement any preliminary information gathering or troubleshooting performed by Tier 1 Help Desk. (4) Esri shall attempt to resolve Case(s) submitted by Tier 1 Help Desk by assisting the Tier 1 Help Desk individuals and not Customer. (5) When a Case is resolved, Esri shall communicate the information to the Tier 1 Help Desk individuals, and the Tier 1 Help Desk shall disseminate the resolution to Customer. E512G Page 3 of 24 February 4, 2020 (6) Esri may, at its sole discretion, make patches, hot fixes, or updates available for downloading from Esri's website or, if requested, deliver them on media. 4.2 Maintenance for Unit -Priced Items. Annual maintenance fees for Unit -Priced Items are not included in the EA Fee, and if ordered, additional fees will apply. ARTICLE 5 —ORDERING, ADMINISTRATIVE PROCEDURES, DELIVERY, AND DEPLOYMENT REPORT 5.1 Purchase Orders, Invoicing, Delivery, and Deployment a. Esri does not require County to issue purchase orders and will invoice County for the initial payment upon the Effective Date of the EA. Subsequently, Esri may submit invoices up to thirty (30) days before (i) the payment date shown in Appendix B or, (ii) if no payment dates are shown, the anniversary dates of the EA. County may submit purchase orders in accordance with its own process requirements. If County issues purchase orders, then County will submit its initial purchase order upon execution of this EA and any subsequent purchase order at least thirty (30) days before the anniversary date. Invoices will be due and payable within thirty (30) days of invoice. b. Any purchase orders that County issues will reference, incorporate, and be subject to the terms and conditions of this EA. Additional or conflicting terms in any purchase orders, invoices, or other documents exchanged during the ordering process, other than the terms of this EA, Product or Service descriptions, quantities, pricing, and delivery instructions, are void and of no effect. County will process all orders and deliveries pertaining to this EA through County's centralized point of contact. c. County will include the following information in each purchase order: (1) Esri customer number, the ship -to address, and bill -to address as identified in Appendix C. (2) Purchase order number. (3) Applicable annual payment due and name of Customer. For Unit -Priced Items, the name of the product and quantity. (4) On the face of the purchase order, the following printed statement: "Governed by and subject to Enterprise Agreement No. 00286935.0." d. Esri will provide Authorization Codes to activate the nondestructive copy protection program that enables County to download, operate, or allow access to the EA Products listed in Appendix A. e. Delivery of updates/new versions of EA Products will be made in the same manner. If requested by County, Esri will deliver a limited number of sets of backup media as provided in Appendix B to the ship -to address identified in Appendix C —EA Points of Contact, FOB destination with shipping charges prepaid. County may purchase additional backup media sets at the prices in effect at the time of purchase. Delivery or receipt of tangible media could cause prior and future license fees to be subject to taxes. Esri may invoice for and County agrees to pay any such sales or use tax associated with receipt of tangible media. f. County shall track the Deployment status of EA Products. g. Esri reserves the right to suspend Customer's access to and use of EA Products if Customer fails to pay any undisputed amount owed on or before its due date. Esri may charge Customer interest at a monthly rate equal to the lesser of one percent (1.0%) per month or the maximum rate permitted by applicable law on any overdue fees plus all expenses of collection for any overdue balance that remains unpaid ten (10) days after Esri has notified Customer of the overdue balance. 5.2 Annual Report of Deployments. At each anniversary date and ninety (90) days prior to the expiration date of this EA, County shall provide Esri a written report, in the form provided by Esri, detailing all Deployments made, including preexisting and Rolled -In Software (each a "Deployment Report"). The report will be subject to audit by an authorized representative of Esri. 5.3 Esri User Conference Registration. Esri shall provide Esri User Conference registrations to County annually during the term of this EA in the quantities set forth in Appendix B. County is responsible for distributing the registrations to Customers. Third parties may not represent or attend on behalf of Customer at any Esri User Conference. E512G Page 4 of 24 February 4, 2020 ARTICLE 6 -POINTS OF CONTACT; NOTICES 6.1 Points of Contact. In Appendix C, each party shall identify points of contact for administrative and technical issues. 6.2 Legal Notices. Except as otherwise set forth in this EA, any notice, report, demand, or other communication will be made in writing in English; sent by courier, registered or certified airmail, or facsimile or other electronic transmission; and confirmed when sent by courier or by registered or certified airmail, properly addressed to the appropriate party at the address set forth below, until changed by notice in writing by either party hereto. If sent by courier or airmail, notice will be effective upon the earlier of confirmed receipt or seven (7) days from the date of deposit with the courier service or post office. If sent by electronic transmission, notice will be effective one (1) business day from the date of transmission, provided confirmation of receipt is made. Notices will be given at the following addresses: To: Esri 380 New York Street Redlands, CA 92373-8100 Attn.: Manager, Contracts and Legal Fax: 909-307-3020 Email: legalnoticeseesri.com To: County as listed in Appendix C ARTICLE 7 —TERM, TERMINATION, AND EXPIRATION 7.1 Term. The term of the EA will commence on the Effective Date and be for the period listed in Appendix B unless this EA is terminated earlier as provided herein. 7.2 Termination for a Material Breach; Convenience. Either party may terminate this EA for a material breach. The breaching party will be given a period of thirty (30) days from date of written notice to cure any material breach. Upon termination of this EA by Esri for a material breach by Customer, all licenses Deployed will also terminate, and the full amount of unpaid EA Fees will be due and payable by County within thirty (30) days from the date of termination. Upon termination of this EA by Customer for a material breach by Esri, Esri will provide a prorated refund from the date of the material breach incident. Customers shall uninstall, remove, and destroy all EA Products; training materials; and any whole or partial copies, modifications, or merged portions in any form. County shall deliver evidence of such destruction to Esri (e.g., certification letter). Customer may continue to use Rolled -In Software, provided Customer complies with the terms and conditions of the Master Agreement. Further, Esri agrees that Customer is not required to pay a maintenance reinstatement fee for lapsed maintenance for Rolled -In Software if Customer orders maintenance at time of EA termination. Other items that may be included in this EA —such as, access codes, and Esri User Conference registrations —will also terminate if this EA is terminated. This EA may not be terminated for convenience. 7.3 Reserved. 7.4 License Term and Use upon Expiration of EA Term. Upon termination or expiration, all licenses granted hereunder terminate as well. Customer will (i) stop accessing and using affected EA Product(s); (ii) clear any client -side data cache derived from Online Services; and (iii) uninstall, remove, and destroy all copies of affected EA Product(s) in Customer's possession or control, including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to Esri. Customer may continue to use the Rolled -In Software in accordance with the terms and conditions set forth in the Master Agreement. Maintenance for Rolled - In Software will lapse if Customer does not order maintenance upon expiration of the EA ARTICLE 8 —RESERVED ARTICLE 9 -RELATIONSHIP OF THE PARTIES The EA does not constitute a partnership, joint venture, or agency between Esri and County. Neither Esri nor County will hold itself out as such, nor shall Esri or County be bound or become liable because of any representation, action, or omission of the other. E512G Page 5 of 24 February 4, 2020 ARTICLE 10 —FORCE MAJEURE If the performance of any obligation under this EA is prevented, restricted, or interfered with by reason of fire, flood, earthquake, explosion, or other casualty or accident; strikes or labor disputes; inability to procure or obtain delivery of parts, supplies, or power; war; threat of or actual terrorist act, cyber attack, or other violence; any law, order, proclamation, regulation, ordinance, demand, or requirement of any government agency; or any act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, will be provided a temporary extension for a period of time as may be reasonably necessary to allow for such delay, prevention, interference, or restriction. ARTICLE 11—GIS STANDARD County shall officially name Esri as its GIS standard and act as a reference for other Esri customers and potential customers as long as the EA remains in effect. This EA will not be construed or interpreted as an exclusive dealings agreement, and Customer reserves the right to purchase from third parties any of their requirements for GIS software or related services. County agrees that Esri may publicize the existence of the EA. ARTICLE 12 —ADMINISTRATIVE REQUIREMENTS 12.1 Esri Partner Original Equipment Manufacturer (OEM) Bundled or Embedded Items/Services. Certain Esri partners are authorized to either embed limited portions of Esri technology or bundle Esri products or services with the partner's application or service under Esri's OEM or Solution OEM programs. Partner pricing and product bundling is independent of this EA, and each partner markets under its own business model and pricing. Customer shall not be entitled to or seek any discount from the OEM partner or Esri, directly or indirectly, as a result of or based on the availability of such Products as EA Products under this EA. Customer shall not be entitled to or seek to decouple Esri's technology or products/services from the partner's bundle or solution. In addition, such Products or any component thereof included in the OEM software program or product, will be licensed through the Master Agreement provided by the OEM partner and not through this EA. 12.2 EA Products —Limited Quantity or Unit -Priced Items. Esri reserves the right to exclude new Products from uncapped Deployment. New Products may contain or be developed with (i) newly acquired technology obtained through a significant investment or (ii) third -party intellectual property that requires a unit -based royalty fee or prohibits Deployment under a site or enterprise license. Such items can be made available to County on a limited -quantity basis or as unit -priced items. 12.3 Obsolescence. During the term of this EA, some of the items listed in Appendix A may become obsolete, will no longer be commercially offered, or may no longer be available for Deployment. Customer may continue to use EA Products that have been Deployed, but support and upgrades for older items may not be available. EA Maintenance and maintenance and availability of EA Products identified in Appendix A will be subject to each item's Product Life Cycle Support Status and Esri's Product Life Cycle Support Policy, which can be found at https://support.esri.com/en/other-resources/product-life-cvcle by selecting the product type and clicking the Product Life Cycle link for specific product plans. ARTICLE 13 —GENERAL PROVISIONS 13.1 If there is a conflict among any of the terms and conditions in the various documents, the order of descending precedence will be as follows: (1) Signature Page, (2) Enterprise License Terms and Conditions, (3) Master Agreement. For the avoidance of doubt, Article 7 —Term, Termination, and Expiration of this EA supersedes any termination language in the Master Agreement with respect to all Products and Services provided under this EA. Except as otherwise expressly provided herein, any amendment or Addendum to this EA must be in writing and signed by an authorized representative of each party. 13.2 Survival of Certain EA Clauses. The provisions of Sections 2.3 and 7.4 and Article 8 of this Enterprise License Terms and Conditions document will survive the expiration or termination of this EA. E512G Page 6 of 24 February 4, 2020 APPENDIX A TERM LICENSES ONLY PRODUCTS AND DEPLOYMENT SCHEDULE County may Deploy the EA Products up to the total quantity of licenses indicated below to Customer during the term of this EA. Table A-1 EA Products —Uncapped Quantities Product Total Qty. to Be Deployed ArcGIS Desktop: Advanced, Standard, Basic (Single and Concurrent Use) Uncapped ArcGIS Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Data Reviewer, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Publisher, ArcGIS Schematics, ArcGIS Spatial Analyst, and ArcGIS Workflow Manager (Single and Concurrent Use) Uncapped ArcGIS Enterprise: Enterprise and Workgroup (Advanced and Standard) Uncapped ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Spatial Analyst, and ArcGIS Workflow Manager Uncapped ArcGIS GIS Server: Advanced, Standard, Basic Uncapped ArcGIS Enterprise Additional Capability Servers: ArcGIS Image Server, ArcGIS GeoEvent Server Uncapped ArcGIS Monitor Uncapped Mapping and Charting Solutions: Esri Production Mapping for Desktop Uncapped ArcGIS Engine Uncapped ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS Geodatabase Update, ArcGIS Network Analyst, ArcGIS Schematics, and ArcGIS Spatial Analyst Uncapped ArcGIS Runtime: Standard Uncapped ArcGIS Runtime Analysis Extension Uncapped Table A-2 EA Products —Capped Quantities Product Rolled -In Qty. (if applicable) Qty. to Be Deployed Total ArcGIS Enterprise Creator User Type Term Licenses: Term Licenses 0 20 Creator User Type 20 Product Number of Subscriptions Named Users per Subscription Annual Credits per Subscription ArcGIS Online Subscription: Organizational Subscription 1 75 Viewer User Types 0 10 Editor User Types 2,500 15 Field Worker User Types 3,750 20 Creator User Types 10,000 E512G Page 7 of 24 February 4, 2020 APPENDIX B EA FEE SCHEDULE The EA Fee is $405,000. The EA Fee is in consideration of the EA Products, EA Maintenance, and Esri User Conference registrations. Year 1 Year 2 Year 3 EA Fee Payments $125,000 $135,000 $145,000 $405,000 Number of Esri User Conference Registrations per Year 4 Number of Tier 1 Help Desk Callers That May Contact Esri for Tier 2 Support 6 Number of Sets of Backup Media, if Requested 5 Term of EA Three (3) years from Effective Date (Optional) Unit -Priced Items Licenses and Maintenance for Unit -Priced Items are available at the prices set forth below and are not included in the EA Fee. Pricing is valid for one (1) year from the Effective Date and may be updated by Esri by written notice to County. Unit -Priced Items will be licensed in accordance with the terms and conditions of the Master Agreement. Item License Price Maint. Price None E512G Page 8 of 24 February 4, 2020 APPENDIX C EA POINTS OF CONTACT Either party may change its point of contact by written notice to the other party. 1. Esri point of contact for order processing issues: Name: Customer Service Esri 380 New York Street Redlands, CA 92373-8100 Email: service@esri.com Phone: 888-377-4575 Fax: 909-307-3083 2. Esri contact for Tier 2 Support issues: MyEsri: https://mv.esri.com Phone: 909-793-3774 (within the United States only) Fax: 909-792-0960 Web: https://support.esri.com 3. County centralized point of contact for order release and administrative issues: Name: Jake Mundt Email: jmundt@weldgov.com Phone: 970-400-252 Fax: n/a 4. All invoices to County will be mailed to the address listed below (unless otherwise stated on the purchase order): County Office: Weld County Department of IT Name: Jake Mundt Address: 1401 N 17th Ave Greeley, CO 80631 5. All deliverables to County will be shipped to the address listed below: County Office: Weld County Department of IT Name: Jake Mundt Address: 1401 N 17th Ave Greeley, CO 80631 6. All notices to County will be mailed to the address listed below: County Office: Weld County Department of IT Name: Jake Mundt Address: 1401 N 17th Ave Greeley, CO 80631 E512G Page 9 of 24 February 4, 2020 Master Agreement for Software esri THE SCIENCE OF WHERE Agreement No. 00286938.0 This Master Agreement ("Agreement") is between the County of Weld ("Customer") and Environmental Systems Research Institute, Inc. ("Esri"), a California corporation with a place of business at 380 New York Street, Redlands, California 92373-8100 USA. This Agreement and Enterprise Agreement No. 00286935.0 are the sole and entire agreement of the parties as to the subject matter of this Agreement and supersedes any previous agreements, understandings, and arrangements relating to such subject matter. Neither party has relied on any statement, representation, or warranty not expressly stated in this Agreement. This Agreement comprises this signature page, the terms and conditions that begin on the following page, and all referenced attachments. Except for Product or Service descriptions, quantities, pricing, and delivery instructions, or as agreed in an Ordering Document signed by both parties, all terms included in any Ordering Document are void and of no effect. Any modification(s) or amendment(s) to this Agreement must be in writing and signed by both parties. Attachment A contains definitions of capitalized terms used throughout this Agreement. Each section of this Agreement may include additional definitions that are used exclusively within that section. 1.0 GENERAL GRANT OF RIGHTS AND RESTRICTIONS 1.1 Grant of Rights. In consideration of Customer's payment of all applicable fees and in accordance with this Agreement, Esri a. Provides Services as set forth in this Agreement; b. Grants to Customer a nonexclusive, nontransferable right and license or subscription to access and use Esri Offerings as set forth in the Specifications and applicable Ordering Documents; and c. Authorizes Customer to copy and make derivative works of the Documentation for Customer's own internal use in conjunction with Customer's authorized use of Esri Offerings. Customer will include the following copyright attribution notice acknowledging the proprietary rights of Esri and its licensors in any derivative work: "Portions of this document include intellectual property of Esri and its licensors and are used under license. Copyright © [Customer will insert the actual copyright date(s) from the source materials.] Esri and its licensors. All rights reserved." The grants of rights in this section (i) continue for the duration of the subscription or applicable Term or perpetually if no Term is applicable or identified in the Ordering Documents and (ii) are subject to additional rights and restrictions in this Agreement including Attachment B. 1.2 Consultant or Contractor Access. Customer may authorize its consultants or contractors to (i) host Esri Offerings for Customer's benefit and (ii) use Esri Offerings exclusively for Customer's benefit. Customer will be solely responsible for its consultants' and contractors' compliance with this Agreement and will ensure that each consultant or contractor discontinues use of Esri Offerings upon completion of work for Customer. Access to or use of Esri Offerings by consultants or contractors that is not exclusively for Customer's benefit is prohibited. 1.3 Reservation of Rights. All Esri Offerings are the copyrighted works of Esri or its licensors; all rights not specifically granted in this Agreement are reserved. 1.4 Customer Content. Esri does not acquire any rights in Customer Content under this Agreement other than as needed to provide Esri Offerings and Services to Customer. E204S Page 10 of 24 February 19, 2020 2.0 SOFTWARE AND ONLINE SERVICES 2.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "Anonymous Users" means all who have public access (i.e., without having to provide a Named User Credential) to any part of Customer Content or Customer's Value -Added Applications. b. "App Login Credential(s)" means a system -generated application login and associated password, provided when registering a Value -Added Application with ArcGIS Online, which when embedded in a Value -Added Application allows the Value -Added Application to access and use Online Services. c. "Commercial App Deployment License" means a license to distribute Value -Added Applications to third parties for a fee. d. "Concurrent Use License" means a license to install and use Software on computer(s) on a network, provided that the number of simultaneous users may not exceed the number of licenses acquired. A Concurrent Use License includes the right to run passive failover instances of Concurrent Use License management software in a separate operating system environment for temporary failover support. e. "Deployment License" means a license to incorporate ArcGIS Runtime components in Value -Added Applications and distribute Value -Added Applications to Customer's end users. f. "Deployment Server License" means a license to use Software under a Server License for all uses permitted in this Agreement and as described in the Documentation. g. "Development Server License" means a license to use Software under a Server License only to build and test Value -Added Applications as described in the Documentation. h. "Development Use" means the right to install and use Products to build and test Value -Added Applications as described in the Documentation. i. "Dual Use License" means the right to install Software on a desktop computer and use it simultaneously with either a personal digital assistant (PDA) or handheld mobile computer as long as the Software is only used by a single individual at any time. j. "Failover License" means a license to install Software on redundant systems for failover operations, but the redundantly installed Software may be operational only during the period the primary site is nonoperational. Except for system maintenance and updating of databases, the redundant Software installation(s) will remain dormant while the primary site (or any other redundant site) is operational. k. "Named User(s)" is Customer's employee, agent, consultant, or contractor to whom Customer has assigned a unique, secure login credential (identity) enabling access to a Product that requires such identity in order to access identity -managed capabilities within a Product for Customer's exclusive benefit. For educational use, Named Users may include registered students. I. "Named User Credential(s)" means an individual person's login and associated password enabling that person to access and use Products. m. "Named User License" means the right for a single Named User to use a specific Esri Offering. n. "Online Services Subscription" means a limited -term subscription conveying the right for one or more Named Users to access and use Online Services. o. "Redistribution License" means a license to reproduce and distribute Software provided that 1. Customer reproduces and distributes the Software in its entirety; 2. A license agreement that protects the Software to the same extent as this Agreement accompanies each copy of the Software, and the recipient agrees to the terms and conditions of the license agreement; 3. Customer reproduces all copyright and trademark attributions and notices; and 4. Customer does not charge a fee to others for the use of the Software. p "Server License" means a license to install and use Software on a server computer. Server Licenses may be subject to a limited number of server cores or distributed deployment on multiple servers as described in the Ordering Documents or Documentation. If the Software description includes failover use rights, each Server License includes a Failover License. q. "Service Credit(s)" means a unit of exchange for consumption of services that can be used with an Online Services Subscription. r. "Sharing Tools" means publishing capabilities included with Customer's authorized use of Online Services that allow Customer to make Customer Content and Value -Added Applications available to third parties or Anonymous Users. E204S Page 11 of 24 February 19, 2020 s. "Single Use License" means a license for a single authorized end user to install and use Software on a single computer. The single authorized end user may also install a second copy for the end user's exclusive use on a second computer as long as only 1 copy of Software is in use at any time. No other end user may use Software under the same license at the same time for any other purpose. t. "Staging Server License" means a license to use Software under a Server License to build and test Value - Added Applications and map caches; conduct user acceptance, performance, and load testing of other third - party software; stage new commercial data updates; and conduct training activities as described in the Documentation. Customer may use Value -Added Applications and map caches with Development and Deployment Server Licenses. 2.2 License and Subscription Types. Esri provides Software Products under one or more of the license or subscription types identified in the definitions above. The Documentation and Ordering Documents identify which license or subscription type(s) applies to the ordered Products. 2.3 Software Terms of Use. a. Customer may 1. Install, access, or store Software and Data on electronic storage device(s); 2. Make archival copies and routine computer backups; 3. Install and use a newer version of Software concurrently with the version to be replaced during a reasonable transition period not to exceed 6 months, provided that the deployment of either version does not exceed Customer's licensed quantity; thereafter, Customer will not use more Software in the aggregate than Customer's total licensed quantity. This concurrent use right does not apply to Software licensed for Development Use; 4. Move Software in the licensed configuration to a replacement computer; 5. Distribute Software and any associated Authorization Codes required for use of a Deployment License to third parties; and 6. Governmental or not -for-profit organizations that operate a website or offer Internet services may use server Software for revenue -generating purposes on a cost -recovery basis and not for profit. b. Customer may customize Software using any macro or scripting language, APIs, or source or object code libraries but only to the extent that such customization is described in the Documentation. c. Customer may use all fonts provided with Software for any authorized use of the Software. Customer may also use Esri fonts separately to print any output created by the Software. Any use restrictions for third -party fonts included with the Software are set forth in the font file itself. d. Esri publishes Product -specific Software terms of use at http://www.esri.com/legal/scope-of-use. 2.4 Online Services Terms of Use. a. Online Services Descriptions. Esri publishes Online Services Subscription -specific terms of use at http://www.esri.com/legal/scope-of-use. Use of Online Services is also subject to the Cloud Services terms found in Attachment B. b. Modifications of Online Services. Esri may change Online Services and associated APIs at any time, subject to 30 days' notice of material changes and 90 days' notice for deprecations. If any modification, discontinuation, or deprecation of Online Services causes a material, adverse impact to Customer's operations, Esri may, at its discretion, attempt to repair, correct, or provide a workaround for Online Services. If a viable solution is not commercially reasonable, Customer may cancel its subscription to Online Services, and Esri will issue a prorated refund. c. Sharing Customer Content. Sharing Customer Content using Sharing Tools enables third parties to use, store, cache, copy, reproduce, (re)distribute, and (re)transmit Customer Content through Online Services. Esri is not responsible for any loss, deletion, modification, or disclosure of Customer Content resulting from use or misuse of Sharing Tools. Customer's use of Sharing Tools is at Customer's sole risk. d. Limits on Use of Online Services, Service Credits. Each Online Services Subscription includes Service Credits as described in the applicable Ordering Document. Each Service Credit entitles Customer to consume a set amount of Online Services, the amount varying depending on the Online Services that Customer is E204S Page 12 of 24 February 19, 2020 using. As Customer consumes Online Services, Service Credits are automatically debited from Customer's subscription, up to the maximum number of Service Credits available. Customer may purchase additional Service Credits as needed. Esri will notify Customer's subscription account administrator when Customer's Service Credit consumption reaches approximately 75 percent of the Service Credits allocated to Customer through Customer's subscription. Esri reserves the right to suspend Customer's access to Online Services that consume Service Credits when Customer has consumed all its Service Credits. Esri will promptly restore Customer's access to its Online Services once Customer has purchased additional Service Credits. 2.5 Named User Licenses. Except as expressly set forth in this Agreement, the following terms apply to Software and Online Services for which Customer acquires Named User Licenses. a. Named Users. 1. Named User login credentials are for designated users only and may not be shared with other individuals. 2. Customer may reassign a Named User License to another user if the former user no longer requires access to the Software or Online Services. 3. Customer may not add third parties as Named Users, other than third parties included within the definition of Named Users. b. Value -Added Applications. 1. Customer is responsible for the development, operation, and technical support of Customer Content and Value -Added Applications. 2. Customer may not embed a Named User Credential into Value -Added Applications. Value -Added Applications that enable access to Customer's private data or content must require individual users to log in to the application(s) with their unique Named User login credentials. 3. Customer may embed an App Login Credential into Value -Added Applications that provide access by Anonymous Users to services, content, or data that has been published for shared access by Anonymous Users through the use of Sharing Tools. 4. Customer may not embed an App Login Credential into Value -Added Applications that enables access to Customer Content that is not publicly shared through the use of Sharing Tools. Value -Added Applications that enable access to Customer Content that is not publicly shared through the use of Sharing Tools must require individual users to log in to the application(s) with their unique Named User login credentials. 5. Customer may not provide a third party, other than third parties included within the definition of Named Users, with access to Software or Online Services, other than through Customer's Value -Added Application(s). 6. Customer may transfer Value -Added Applications to any third party for use in conjunction with the third party's own Software license or Online Services Subscription. c. Anonymous Users. Anonymous Users may only access Software or Online Services through Value -Added Applications that provide access to services, content, or data that has been published for shared access through the use of Sharing Tools. 2.6 Limited -Use Programs. a. Trial, Evaluation, and Beta Programs. Products acquired under a trial, evaluation, or Beta program are licensed for evaluation and testing purposes only and not for commercial use. Any such use is at Customer's own risk, and the Products do not qualify for Maintenance. If Customer does not convert to a purchased license or subscription prior to the expiration of the trial, evaluation, or Beta license, Customer may lose any Customer Content and customizations made during the license term. If Customer does not wish to purchase a license or subscription, Customer should export such Customer Content before the license expires. b. Educational Programs. Customer agrees to use Products provided under an educational program solely for educational purposes during the educational use Term. Customer shall not use Products for any Administrative Use unless Customer has acquired an Administrative Use license. "Administrative Use" means administrative activities that are not directly related to instruction or education, such as asset mapping, E204S Page 13 of 24 February 19, 2020 facilities management, demographic analysis, routing, campus safety, and accessibility analysis. Customer shall not use Products for revenue -generating or for-profit purposes. c. Grant Programs. Customer may use Products provided under a grant program for noncommercial purposes only. Except for cost recovery of using and operating the Products, Customer shall not use Products for revenue -generating or for-profit purposes. d. Other Esri Limited -Use Programs. If Customer acquires Products under any limited -use program not listed above, Customer's use of the Products may be subject to the terms set forth in the applicable launching page or enrollment form or as described on Esri's website in addition to the nonconflicting terms of this Agreement. 3.0 DATA 3.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "Business Listing Data" means any dataset that includes a list of businesses and may include other associated business attributes. b. "Esri Content Package(s)" means a digital file containing ArcGIS Online basemap content (e.g., raster map tiles, images, vector data) extracted from the ArcGIS Online basemap services. c. "Street Data" means Data that includes or depicts information about roads, streets, and related features. 3.2 Permitted Uses. a. Unless otherwise authorized in writing, Customer may only use Data with the Products for which Esri has provided the Data. b. Customer may include representations of Data in hard -copy or static, electronic format (e.g., PDF, GIF, JPEG, HTML); in ArcGIS Web Maps; or in Esri Story Maps apps for the purposes of visualizing Data (including basic interactions such as panning, zooming, and identifying map features with simple pop -ups) for use in presentation packages, marketing studies, or other reports or documents containing map images or data summaries derived from the use of Esri Products to third parties subject to restrictions set forth in this Agreement, provided that Customer affixes an attribution statement to the Data representations acknowledging Esri or its applicable licensor(s) as the source of the portion(s) of the Data used for the Data representation. c. Customer may take ArcGIS Online basemaps offline through Esri Content Packages and subsequently deliver (transfer) them to any device for use with licensed ArcGIS Runtime applications and ArcGIS Desktop. Customer may not otherwise scrape, download, or store Data. d. Customer may make any internal use of geocoded results that are obtained and stored in compliance with this Agreement. Customer may not redistribute geocoded results except to (i) use and/or display on a map in connection with Customer's public, non -revenue generating website(s), (ii) permit access to third -parties for the purposes of Customer's business, or (iii) deliver to third parties, on a noncommercial/non-revenue generating basis, static results, static output or static base map renderings. 3.3 Use Restrictions. a. Customer may not act directly or authorize its customers to cobrand Data, use Data in any unauthorized service or product, or offer Data through or on behalf of any third party. b. Customer may not use or allow third parties to use Data, for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from compilation of information that is sold, rented, published, furnished, or in any manner provided to a third party. c. Business Listing Data. Unless authorized in writing, Customer may not use Business Listing Data for any direct marketing purposes, resale publication, or distribution to any third party as part of any mailing list, directory, classified advertising, or other compilation of information. d. Street Data. Customer may use Street Data for mapping, geocoding, routing, and transportation network analysis purposes. Unless otherwise authorized in writing, Customer may not use Street Data for 1. Real-time navigational guidance, including alerting a user about upcoming maneuvers, such as warning of an upcoming turn or calculating an alternate route if a turn is missed; 2. Synchronized multivehicle routing; or E204S Page 14 of 24 February 19, 2020 3. Synchronized route optimization. e. Business Analyst Data. Customer may cache Data provided with ArcGIS Business Analyst Mobile App on a mobile device for use in conjunction with its use of ArcGIS Business Analyst Server. Customer may not otherwise cache or download such Data. f. Partial Dataset Licenses: If Customer orders a subset of a dataset (e.g., a country, region, state, or local portion of a global database), Customer may use only the licensed subset, not any other portion of the full dataset. g. Michael Bauer Research International Boundaries Data ("MBR Data'). Customer's right to use data downloaded to Customer's premises (e.g., MBR Data stored in ArcGIS Enterprise, ArcGIS Desktop) terminates 2 years after download. 3.4 Supplemental Terms and Conditions for Data. Certain Data licensors require Esri to flow down additional attribution requirements and terms of use to Customer. These terms supplement and amend the terms of this Agreement and are available at www.esri.com/legal/third-party-data. 4.0 MAINTENANCE 4.1 Esri will provide Maintenance for Software and Online Services in accordance with the Esri Maintenance and Support Program and this Agreement. E204S Page 15 of 24 February 19, 2020 ATTACHMENT A GLOSSARY OF TERMS The following glossary of terms applies to all Esri Offerings and Services that Esri may provide to its customers. Certain Esri Offerings or Services may not be within the scope of this Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this Agreement. "API" means application programming interface. "ArcGIS Website" means www.arcgis.com and any related or successor websites. "Authorization Code(s)" means any key, authorization number, enablement code, login credential, activation code, token, user name and password, or other mechanism required for use of Esri Offerings. "Beta" means any alpha, beta, or other prerelease version of a Product. "Cloud Services" means Online Services. "Content" means data, images, photographs, animations, video, audio, text, maps, databases, data models, spreadsheets, user interfaces, graphics components, icons, software, and other resources used in connection with Esri Offerings and,Services. "Customer Content" means any Content that Customer provides, uses, or develops in connection with Customer's use of Esri Offerings or Services, including Value -Added Applications. Customer Content excludes any feedback, suggestions, or requests for improvements that Customer provides to Esri. "Data" means any commercially available digital dataset(s) including, but not limited to, geographic vector data, raster data reports, or associated tabular attributes that Esri bundles with other Esri Offerings or delivers independently. "Documentation" means all user reference documentation that Esri provides with an Esri Offering. "Esri Offering(s)" means any Product or Documentation. Esri Offerings exclude Services and Third -Party Content. "GIS" means geographic information system. "Maintenance" means a subscription program that Esri provides and that entitles Customer to Product updates and other benefits such as access to technical support and self -paced, web -based learning resources. "Malicious Code" means software viruses; worms; time bombs; Trojan horses; or any other computer code, files, denial of service, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment. "Online Services" means any commercially available, Internet -based geospatial system that Esri provides, including applications and associated APIs for storing, managing, publishing, and using maps, data, and other information. Online Services exclude Data and Content. "Ordering Document(s)" means a sales quotation, Maintenance renewal quote, purchase order, proposal, or other document identifying Esri Offerings, updates, or Services that Customer orders. "Perpetual License" means a license to use a version of the Esri Offering for which applicable license fees have been paid, indefinitely, unless terminated by Esri or Customer as authorized under this Agreement. "Product(s)" means Software, Data, and Online Services. "Sample(s)" means sample code, sample applications, add-ons, or sample extensions of Products. E204S Page 16 of 24 February 19, 2020 "Service(s)" means Maintenance. "Software" means any proprietary commercial off -the -shelf software, excluding Data, accessed or downloaded from an Esri-authorized website or that Esri delivers on any media in any format including backups, updates, service packs, patches, hot fixes, or permitted merged copies. "Specification(s)" means the Documentation for Software and Online Services. "Term License" means a license for use of an Esri Offering for a limited time period ("Term"). "Third -Party Content" means any Content that Customer may obtain from a third -party website or that persons other than Esri employees, suppliers, or contractors may directly contribute to Esri's website. "Value -Added Application(s)" means an application developed by Customer for use in conjunction with the authorized use of any Software, Data, or Online Services. E204S Page 17 of 24 February 19, 2020 ATTACHMENT B GENERAL TERMS AND CONDITIONS The following general terms and conditions apply to all Esri Offerings and Services that Esri may offer to its customers. Certain Esri Offerings or Services may not be available under this Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this Agreement. ARTICLE BA —GENERAL USE RESTRICTIONS Except as expressly permitted in this Agreement, Customer will not a. Sell, rent, lease, sublicense, distribute, lend, time-share, or assign Services or Esri Offerings; b. Distribute or provide direct access to Services or Esri Offerings to third parties, in whole or in part, including, but not limited to, extensions, components, or DLLs; c. Distribute Authorization Codes to third parties; d. Reverse engineer, decompile, or disassemble any Product delivered in compiled form; e. Make any attempt to circumvent the technological measure(s) that controls access to or use of Esri Offerings; f. Store, cache, use, upload, distribute, or sublicense Content or otherwise use Esri Offerings in violation of Esri's or a third -party's rights, including intellectual property rights, privacy rights, nondiscrimination laws, export laws, or any other applicable law or regulation; g. Remove or obscure any Esri or its licensors' patent, copyright, trademark, proprietary rights notices, or legends contained in or affixed to any Esri Offerings, output, metadata file, or online or hard -copy attribution page of any Data or Documentation; h. Unbundle or independently use individual or component parts of Esri Offerings; i. Incorporate any portion of Esri Offerings into a product or service for third -party use that competes with the Esri Offerings; j. Publish or in any other way communicate the results of benchmark tests run on Beta Products without the prior written permission of Esri and its licensors; or k. Use, incorporate, modify, distribute, provide access to, or combine any Esri Offerings in a manner that would subject any Esri Offering to open -source or open -database license terms that require any part of the Esri Offering to be 1. Disclosed in source code form to third parties; 2. Licensed to third parties for the purpose of making derivative works; or 3. Redistributable to third parties at no charge; or I. Generate revenue by providing access to Software or Online Services through a Value -Added Application. These restrictions will not apply to the extent that they conflict with applicable law or regulation. ARTICLE B.2 —TERM AND TERMINATION B.2.1 Customer may terminate this Agreement or any Esri Offerings license or subscription at any time upon written notice to Esri. Termination without cause does not entitle Customer to receive any refund of fees paid. Any right to terminate pending Services engagements for convenience is set forth in the applicable section in the body of this Agreement. Either party may terminate this Agreement or any license or subscription for a material breach that is not cured within 30 days of written notice to the breaching party. Upon any termination of this Agreement for breach, Esri will stop providing Services. Any licenses in Esri Offerings that survive termination of this Agreement continue under the terms of this Agreement. B.2.2 If Esri terminates this Agreement following Customer's breach, then Esri may also, at its election, terminate Customer's licenses or subscriptions to Esri Offerings. If Customer terminates this Agreement for cause or convenience, then Customer may, at its election, also terminate Customer's licenses or subscriptions to Esri Offerings. E204S Page 18 of 24 February 19, 2020 B.2.3 Upon any termination or expiration of a license or subscription, Customer will a. Stop accessing and using the terminated or expired Esri Offerings; b. Clear any client -side data cache derived from the terminated or expired Cloud Services; and c. Stop using and uninstall, remove, and destroy all copies of the terminated or expired Esri Offerings in Customer's possession or control, including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to Esri or its authorized distributor. Esri may stop performing Services immediately upon written notice to Customer if a bankruptcy or insolvency proceeding is commenced by or against Customer until the trustee cures any existing defaults and provides adequate assurance of future performance under this Agreement. This Agreement terminates upon the insolvency, liquidation, or dissolution of either party. ARTICLE B.3 —LIMITED WARRANTIES AND DISCLAIMERS B.3.1 Limited Warranties. Except as disclaimed below, Esri warrants to Customer that (i) Products and Training will substantially comply with the applicable Specifications and (ii) Services will substantially conform to the professional and technical standards of the industry. The warranty period for Esri Offerings offered under a Perpetual License and for Services runs for 90 days from the date of delivery. The warranty period for Esri Offerings offered under a subscription or Term License basis runs for the duration of the subscription or term. B.3.2 Special Disclaimer. Third -Party Content; Data; Samples; hot fixes; patches; updates; Online Services provided at no charge; and trial, evaluation, and Beta Products are delivered "as is" and without warranty of any kind. B.3.3 General Disclaimer. Except for the express limited warranties set forth in this Agreement, Esri disclaims all other warranties or conditions of any kind, whether express or implied, including, but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, and noninfringement of intellectual property rights. Esri is not responsible for any nonconformities with Specifications or loss, deletion, modification, or disclosure of Customer Content caused by Customer's modification of any Esri Offering other than as specified in the Documentation. Esri does not warrant that Esri Offerings, or Customer's operation of the same, will be uninterrupted, error free, fault tolerant, or fail- safe or that all nonconformities can or will be corrected. Esri Offerings are not designed, manufactured, or intended for use in environments or applications that may lead to death, personal injury, or physical property or environmental damage. Customer should not follow any navigational route suggestions that appear to be hazardous, unsafe, or illegal. Any such uses will be at Customer's own risk and cost. B.3.4 Disclaimers. a. Internet Disclaimer. Neither party will be liable for damages under any theory of law related to the performance or discontinuance of operation of the Internet or to regulation of the Internet that might restrict or prohibit the operation of Cloud Services. b. Third -Party Websites: Third -Party Content. Esri is not responsible for any third -party website or Third - Party Content that appears in or is referenced by Esri Offerings or Esri websites, including www.esri.com and www.arcqis.com. Providing links to third -party websites and resources does not imply an endorsement, affiliation, or sponsorship of any kind. B.3.5 Exclusive Remedy. Customer's exclusive remedy and Esri's entire liability for breach of the limited warranties in this section will be to replace any defective media and to (i) repair, correct, or provide a workaround for the applicable Esri Offering or Services or (ii) at Esri's election, terminate Customer's right to use and refund the fees paid for Esri Offerings or Services that do not meet Esri's limited warranties. ARTICLE B.4 —LIMITATION OF LIABILITY B.4.1 Disclaimer of Liability. Neither Customer, Esri, nor any Esri distributor or third party licensor will be liable for any indirect, special, incidental, or consequential damages; lost profits; lost sales; loss of goodwill; costs of procurement of substitute goods or services; or damages exceeding the applicable E204S Page 19 of 24 February 19, 2020 license fees, or current subscription fees, or Services fees paid or owed to Esri for the Esri Offerings or Services giving rise to the cause of action. B.4.2 The limitations and exclusions of liability in the preceding paragraph do not apply to Customer's infringement, misuse, or misappropriation of Esri's or Esri's licensors' intellectual property rights, either party's indemnification obligations, gross negligence, willful misconduct, or violations of the Export Compliance clause of this Agreement or any applicable law or regulation. B.4.3 Applicability of Disclaimers and Limitations. Esri or its authorized distributor has set its fees and entered into this Agreement in reliance on the disclaimers and limitations in this Agreement; the fees reflect an allocation of risk that is an essential basis of the bargain between the parties. These limitations will apply whether or not a party is aware of the possibility of any damage and notwithstanding any failure of essential purpose of any exclusive, limited remedy. B.4.4 The foregoing disclaimers, limitations, and exclusions may be invalid in some jurisdictions and apply only to the extent permitted by applicable law or regulation in Customer's jurisdiction. Customer may have additional rights that may not be waived or disclaimed. Esri does not seek to limit Customer's warranty or remedies to any extent not permitted by law. ARTICLE B.5 —INDEMNIFICATIONS B.5.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "Claim" means any claim, action, or demand by a third party. b. "Indemnitees" means Customer and its directors, officers, and employees. c. "Infringement Claim(s)" means any Claim alleging that Customer's use of or access to any Esri Offering or Service infringes a patent, copyright, trademark, or trade secret. d. "Loss(es)" means expenditure, damage award, settlement amount, cost, or expense, including awarded attorneys' fees. B.5.2 Infringement Indemnity. a. Esri will defend, hold all Indemnitees harmless from, and indemnify any Loss arising out of an Infringement Claim. b. If Esri determines that an Infringement Claim is valid, Esri may, at its expense, either (i) obtain rights for Customer to continue using the Esri Offerings or Services or (ii) modify the Esri Offerings or Services while maintaining substantially similar functionality. If neither alternative is commercially reasonable, Esri may terminate Customer's right to use the Esri Offerings or Services and will refund any (a) license fees that Customer paid for the infringing Esri Offerings or Services acquired under a Perpetual License, prorated on a 5 -year, straight-line depreciation basis beginning from the initial date of delivery or (b) unused portion of fees paid for Term Licenses, Subscriptions, and Maintenance. c. Esri has no obligation to defend an Infringement Claim or to indemnify Customer to the extent the Infringement Claim arises out of (i) the combination or integration of Esri Offerings or Services with a product, process, system, or element that Esri has not supplied or specified in the Specification; (ii) alteration of Esri Offerings or Services by anyone other than Esri or its subcontractors; (iii) compliance with Customer's specifications; or (iv) use of Esri Offerings or Services after Esri either provides a modified version to avoid infringement or terminates Customer's right to use the Esri Offerings or Services. B.5.3 General Indemnity. Esri will defend and hold all Indemnitees harmless from, and indemnify any Loss arising out of, any Claim for bodily injury, death, or tangible or real property damage brought against any of the Indemnitees to the extent arising from any negligent act or omission or willful misconduct by Esri or its directors, officers, employees, or agents performing Services while on Customer's site. B.5.4 Conditions for Indemnification. As conditions for indemnification, Indemnitee will (i) promptly notify Esri in writing of the Claim, (ii) provide all available documents describing the Claim, (iii) give Esri sole control of the defense of any action and negotiation related to the defense or settlement of any Infringement Claim, and (iv) reasonably cooperate in the defense of the Infringement Claim at Esri's request and expense. E204S Page 20 of 24 February 19, 2020 B.5.5 This section sets forth the entire obligation of Esri, its authorized distributor, and its third party licensors regarding any Claim for which Esri must indemnify Customer. ARTICLE B.6 —INSURANCE If Esri is providing Services, Esri will carry, at a minimum, the following coverage: a. Comprehensive general liability or commercial general liability with a minimum coverage of $1,000,000.00 (US dollars) combined single limit per occurrence for bodily injury, including death, and property damage liability to include the following: 1. Premises and operations; 2. Blanket contractual liability; 3. Broad form property damage; 4. Independent contractors; 5. Personal injury, with employee exclusion deleted; and 6. Completed operations. b. Workers' compensation insurance, with waiver of subrogation, in an amount that complies with statutory limits. ARTICLE B.7 —SECURITY AND COMPLIANCE B.7.1 Security. Esri publishes its security capabilities at http://trust.arcqis.com. Customer may give Esri personnel access to Customer systems or to Customer or third -party personal information, controlled information, or sensitive data if access is essential for Esri's performance of Services and if Esri expressly agrees to such access. Esri will use reasonable administrative, technical, and physical safeguards to protect such data and guard against unauthorized access. Customer bears responsibility to (i) confirm that Esri's published security and privacy controls meet all applicable legal requirements for protection of Customer Content and (ii) upload or share Customer Content through Cloud Services only when it is legal to do so. Esri is not responsible to review Customer Content to ensure compliance with applicable laws and regulations. Customer must contact Esri at securesupoortCa.esri.com for further instruction before providing any Customer Content that requires security measures other than Esri's published security capabilities. B.7.2 Malicious Code. Esri will use commercially reasonable efforts to ensure that Esri Offerings will not transmit any Malicious Code to Customer. Esri is not responsible for Malicious Code that Customer introduces to Esri Offerings or that is introduced through Third -Party Content. B.7.3 Export Compliance. Each party will comply with all applicable export laws and regulations, including the US Department of Commerce's Export Administration Regulations (EAR), the US Department of State's International Traffic in Arms Regulations (ITAR), and other applicable export laws. Customer will not export, reexport, transfer, release, or otherwise dispose of, in whole or in part, or permit access to or transfer or use of Services or Esri Offerings to any United States embargoed countries or denied entities or persons except in accordance with all then -current applicable US government export laws and regulations. Customer will not export, reexport, transfer, or use Services or Esri Offerings for certain missile, nuclear, chemical, or biological activities or end uses without proper authorization from the US government. Customer shall immediately notify Esri in writing if any US government entity or agency denies, suspends, or revokes Customer's export privileges. Customer will not upload, store, or process in Cloud Services any Customer Content that (i) has an Export Control Classification Number (ECCN) other than EAR99 or (ii) is controlled for export from the United States under ITAR. Customer will notify Esri in advance if Esri's performance of any Services or provision of any Esri Offerings is related to any defense article, defense service, or technical data, as defined under the ITAR Sections 120.6, 120.9, and 120.10, respectively; Esri will not perform any such Services or provide any such Esri Offerings until Esri obtains any necessary export license from the US government. Customer will reasonably assist Esri in applying for and obtaining an export license if needed. B.7.4 Privacy. Esri will process personal data according to the terms of the Data Processing Addendum available at https://www.esri.com/en-us/privacv/overview. E204S Page 21 of 24 February 19, 2020 ARTICLE B.8 -CLOUD SERVICES B.8.1 Prohibited Uses. Customer shall not provide Customer Content or otherwise access or use Cloud Services in a manner that a. Creates or transmits spam, spoofings, or phishing email or offensive or defamatory material; or stalks or makes threats of physical harm; b. Stores or transmits any Malicious Code; c. Violates any law or regulation; d. Infringes or misappropriates the rights of any third party; e. Probes, scans, or tests the vulnerability of Cloud Services or breach any security or authentication measures used by Cloud Services without written approval from Esri's product security officer; or f. Benchmarks the availability, performance, or functionality of Cloud Services for competitive purposes. B.8.2 Service Interruption. System failures or other events beyond Esri's reasonable control may interrupt Customer's access to Cloud Services. Esri may not be able to provide advance notice of such interruptions. B.8.3 Customer Content. a. Customer grants Esri and its subcontractors a nonexclusive, nontransferable, worldwide right to host, run, modify, and reproduce Customer Content as needed to provide Cloud Services to Customer. Esri will not access, use, or disclose Customer Content without Customer's written permission except as reasonably necessary to support Customer's use of Cloud Services. Except for the limited rights granted to Esri under this Agreement, Customer retains all its rights, title, and interest in the Customer Content. b. If Customer accesses Cloud Services with an application provided by a third party, Esri may disclose Customer Content to such third party as necessary to enable interoperation between the application, Cloud Services, and Customer Content. c. Esri may disclose Customer Content if required to do so by law or regulation or by order of a court or other government body, in which case Esri will reasonably attempt to limit the scope of disclosure. d. When Customer's use of Cloud Services ends, Esri will either 1. Make Customer Content available to Customer for download for a period of 30 days unless Customer requests a shorter window of availability or Esri is legally prohibited from doing so; or 2. Download all Customer Content in Esri's possession to a medium of Customer's choosing and deliver such Customer Content to Customer. Esri will have no further obligations to store or return Customer Content at the conclusion of the Cloud Services. B.8.4 Removal of Customer Content. Esri may remove or delete Customer Content if there is reason to believe that uploading Customer Content to or using it with Cloud Services materially violates this Agreement. If reasonable under these circumstances, Esri will notify Customer before removing Customer Content. Esri will respond to any Digital Millennium Copyright Act takedown notices in accordance with Esri's copyright policy, available at www.esri.com/legal/dmca policy. B.8.5 Service Suspension. Esri may suspend access to Cloud Services (i) if Customer materially breaches this Agreement and fails to timely cure the breach; (ii) if Esri reasonably believes that Customer's use of Cloud Services will subject Esri to immediate liability or adversely affect the integrity, functionality, or usability of the Cloud Services; (iii) for scheduled maintenance; (iv) to enjoin a threat or attack on Cloud Services; or (v) if Cloud Services become prohibited by law or regulated to a degree that continuing to provide them would impose a commercial hardship. When feasible, Esri will notify Customer of any Cloud Services suspension beforehand and give Customer reasonable opportunity to take remedial action. Esri is not responsible for any damages, liabilities, or losses that may result from any interruption or suspension of Cloud Services or removal of Customer's content as described above. E204S Page 22 of 24 February 19, 2020 B.8.6 Notice to Esri. Customer will promptly notify Esri if Customer becomes aware of any unauthorized use of Customer's subscription or any other breach of security regarding Cloud Services. ARTICLE B.9 —GENERAL PROVISIONS B.9.1 Payment. Customer will pay each correct invoice no later than 30 days after receipt and will remit payment to the address stated on the invoice. B.9.2 Feedback. Esri may freely use any feedback, suggestions, or requests for Product improvement that Customer provides to Esri. B.9.3 Patents. Customer may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is based on or incorporates any Products. This express prohibition on patenting will not apply to Customer's software and technology except to the extent that Products, or any portion thereof, are part of any claim or preferred embodiment in a patent application or a similar application. B.9.4 Restrictions on Solicitation. Neither party will solicit for hire any employee of the other party who is associated with the performance of Services during the performance of the Services and for a period of 1 year thereafter. This does not restrict either party from publicly advertising positions for hire in newspapers, professional magazines, or Internet postings. B.9.5 Taxes and Fees; Shipping Charges. Pricing of Esri Offerings and Services that Esri quotes to Customer is exclusive of any and all applicable taxes or fees including, but not limited to, sales tax, use tax, or value-added tax (VAT); customs, duties, or tariffs; shipping and handling charges; and vendor enrollment fees. Esri will add any fees that it is required to pay to the total amount of its invoice to Customer. Esri may include estimated taxes and shipping and handling charges in its quotations but may adjust these fees on invoicing. B.9.6 Compliance Review. Customer will keep accurate and complete records and accounts pertaining to its compliance with its obligations under this Agreement. Esri or its authorized distributor may conduct a compliance review of these records and accounts with no less than 14 business days' written notice or may appoint an independent third party to conduct such a compliance review on its behalf. Customer will promptly correct any noncompliance identified during the compliance review. Neither Esri nor Esri's distributor may conduct a compliance review of Customer within 12 months after the conclusion of any prior compliance review that does not reveal any material Customer noncompliance. B.9.7 No Implied Waivers. The failure of either party to enforce any provision of this Agreement is not a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. B.9.8 Severability. If any provision of this Agreement is held to be unenforceable for any reason, (i) such provision will be reformed only to the extent necessary to make the intent of the language enforceable, and (ii) all other provisions of this Agreement will remain in effect. B.9.9 Successor and Assigns. Customer will not assign, sublicense, or transfer Customer's rights or delegate Customer's obligations under this Agreement without Esri's and its authorized distributor's prior written consent, and any attempt to do so without consent will be void. This Agreement will be binding on the respective successors and assigns of the parties to this Agreement. Notwithstanding, a contractor under contract to the government to deliver Products may assign this Agreement and Products acquired for delivery to its government customer upon written notice to Esri, provided the government customer assents to the terms of this Agreement. Upon mutual agreement, Esri's Affiliates may provide Services under the terms of this Agreement; in such cases, the Ordering Documents will identify the Affiliate as the party that provides the Services. Esri's distributors are not Affiliates of Esri. B.9.10 Survival of Terms. The Glossary of Terms and provisions of the following Articles of these General Terms and Conditions will survive the expiration or termination of this Agreement: "Limited Warranties and Disclaimers," "Limitation of Liability," "Indemnifications," and "General Provisions." E204S Page 23 of 24 February 19, 2020 B.9.11 US Government Customer. The Products are commercial items, developed at private expense, provided to Customer under this Agreement. If Customer is a US government entity or US government contractor, Esri licenses or provides subscriptions to Customer in accordance with this Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202. Esri Data and Online Services are licensed or subscribed under the same DFARS Subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS. Products are subject to restrictions, and this Agreement strictly governs Customer's use, modification, performance, reproduction, release, display, or disclosure of Products. Agreement provisions that are inconsistent with federal law regulation will not apply. A US government Customer may transfer Software to any of its facilities to which it transfers the computer(s) on which it has installed such Software. If any court, arbitrator, or board holds that a US government Customer has greater rights to any portion of Products under applicable public procurement law, such rights will extend only to the portions affected. ArcGIS Online has been granted FedRAMP tailored low authorization but does not meet higher security requirements including those found in DFARS 252.239-7010. B.9.12 Governing Law. This Agreement is not subject to the United Nations Convention on Contracts for the International Sale of Goods. a. Government Entities. If Customer is a government entity, the applicable laws of Customer's jurisdiction govern this Agreement. b. Nongovernment Entities. US federal law and the law of the State of California exclusively govern this Agreement, excluding their respective choice of law principles. B.9.13 Dispute Resolution. The parties will use the following dispute resolution processes: a. Equitable Relief. Either party will have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for relief. b. US Government Agencies. This Agreement is subject to the Contract Disputes Act of 1978, as amended (41 USC 601-613). c. Other Government Entities. Esri will comply with mandatory dispute resolutions under applicable law. B.9.14 Force Majeure. A party will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond the party's reasonable control. Such causes may include, but are not limited to, acts of God, war, strikes, labor disputes, cyber attacks, laws, regulations, government orders, or any other force majeure event. B.9.15 Independent Contractor. Esri is and at all times will be an independent contractor. Nothing in this Agreement creates an employer/employee, principal/agent, or joint venture relationship between Esri or its authorized distributor and Customer. No party has any authority to enter into contracts on behalf of another party or otherwise act on behalf of another party. B.9.16 Notice. Customer may send notices required under this Agreement to Esri at the following address: Environmental Systems Research Institute, Inc. Attn.: Contracts and Legal Department 380 New York Street Redlands, CA 92373-8100 USA Tel.: 909-793-2853 Email: LegalNoticesesri.com E204S Page 24 of 24 February 19, 2020 Contract Form New Contract Request Entity Information Entity Name* ESRI INC Contract Name* ESRI EA 3 YEAR AGREEMENT 2021-2024 Contract Status CTB REVIEW Entity ID* @00007562 Contract ID 4087 Contract Lead* JMUNDT ❑ New Entity? Parent Contract ID Requires Board Approval YES Contract Lead Email Department Project # jmunctt@co.weldco us Contract Description* 3 YEAR AGREEMENT WITH ESRI, GOES INTO EFFECT 2021, EXPIRES 2024 Contract Description 2 AUTHORIZES SOFTWARE ACCESS WITH ANNUAL BILLING 2021 COST 125.000 2022 COST 135 000 2023 COST 145.000 Contract Type AGREEMENT Amount* $0 00 Renewable * YES Automatic Renewal Grant ICA Department INFORMATION TECHNOLOGY-GIS Department Email CM- InformationTechnoiogyGlS@w eldgov.corn Department Head Email CM-InfomiationTechnologyGIS- DeptHead r@weldgov corn County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYAIIORNEY@WELD GOV.COM Requested BOCC Agenda Date* 09/30/2020 Due Date 09,'26/2020 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Review Date* 02/01/2022 Renewal Date* 04!28:'2022 Termination Notice Period Committed Delivery Date Expiration Date Contact Information Contact Info Contact Name Purchasing Purchasing Approver CONSENT 09/0812020 Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Approved Date Approval Process Department Head Finance Approver RYAN RC}SE CONSENT DH Approved Date 09/08/2020 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 09/14/2020 Originator JMUNOT Legal Counsel CONSENT Finance Approved Date Legal Counsel Approved Date 0910812020 09108,2020 Tyler Ref # AG 091420 Submit Hello