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22-2305
ORDiNANCE NO. 22-2305 AN ORDINANCE OF THE CITY OF DENTON. A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITHENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC., FOR AN ENTERPRISE GEOGRAPHIC INFORMATION SYSTEM (GIS) SOLUTION FOR THE CITY OF DENTON;PROViDrNG FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 8069 – AWARDED TO ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC., IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $565,500.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for an Enterprise Geographic Information System (GIS) Solution for the City of Denton; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, this procurement was undertaken as part of the City’s governmental function; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, or services shown in the “Request Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFPNUMBER CONTRACTOR AMOUNT 8069 Environmental Systems Research Institute, Inc.$565,500.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by Bricin er,ex and seconded by &%e- thO\s . This ordinance was passed and approved by thefollowing vote U - a : Aye V‘ ItIZ\/ V/‘ L/ L/ Nay Abstain ARent Mayor Gerard Hudspeth:Vicki Byrd, District 1 : Brian Beck, District 2:Jesse Davis, District 3 : Alison Maguire, District 4:Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: PASSED AND APPROVED thi, th, \fd,y ,f b£oVeVY\bef 2022 miTDTp–E–m MAYOR ATTEST: ROSA RIOS, CITY SECRETARY \\\\\\ 111111 r?7/, r%GQJ APPROVED AS TO LEGAL FORM: MACK RErNWAND, CITY ATTORNEY Digitally signed by Marcella Lunn DN: cn=Marcella Lunn, o, ou=City_.,, tX!\IcU L’ ' '––onGQm,C=US–Date: 2022.11.01 17:45:59 <)5'00' Ia\HI L em,iI=ma',ceH,.I„r,r,@,Ity,fdent of Denton. ) DocuSign Envelope ID: IED5C662-2B4244A2-AF58-CIAAFEED136D DENTON Docusign City Council Transmittal Coversheet RFP 8069 File Name Enterprise Geographlc InformatIon System ( GIS) Solutjon Purchasing Contact c ''1 p '"=‘ City C,,„,iI T„g,t D,t, ~ o“="’=- 15’ 2022 Piggy Back Option Contract Expiration Ordinance NO NOVEMBER 15 , 2025 22-2305 DocuSign Envelope ID: IED5C662-2B4241A2-AF58-CIAAFEED136D CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND ENVIRONMENTAL SYSTEMS RESEARCHINSTITUTE, INC. (CONTRACT 8069) THIS CONTRACT is made and entered into this date 11/15/2022 , byand between Environmental Systems Research Institute, Inc. (ESRI), a California corporation,whose address is 380 New York Street, Redlands, CA 92373 hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services in accordance with ESRI Quotation No. Q-477412 and the Small Enterprise Agreement County and Municipality Government . The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) (b) (C) (d) (e) (f) ESRI Quotation No Q-477412 and Small Enterprise Agreement Municipality Government (Exhibit “A”) ESRI Master Agreement Product and Services (Exhibit “B”) Special Terms and Conditions (Exhibit “C”); Insurance Requirements (Exhibit “D”); Certificate of Interested Parties Electronic Filing (Exhibit "E");Form CIQ – Conflict of Interest Questionnaire (Exhibit "F"); County and These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 227 1 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifres that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is Contract # 8069 DocuSign Envelope ID: IED5C662-2B4244A2-AF58-CIAAFEED136D prohibited from entering into a contract with a company for goods or services unless the contract containswritten verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor cenifies that Contractor’s signature provides written verification tothe City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm TradeAssociations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract containswritten verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certiftes that Contractor’s signature provides written verification to the City thatContractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or fIrearm trade association. Failure to meet or maintain the requirements underthis provision will be considered a material breach. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companiesthat do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor ceniPes that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization . Failure to meet or maintain the requirements under this provision will be considereda material breach Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the fhture, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Contract # 8069 DocuSign Envelope ID: IED5C662-2B424+A2-AF58-CIAAFEED136D IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR CITY OF DENTON. TEXAS 'DocuSlgned by: BY: Iht/n&tl©cnmTidEI DocuS}gned by: his& AuwilMr ®=gf6FATai£ Printed Name: Tamlsa Green1 ng Title: Managing Attorney, Contracts & Lega1 ATTEST: ROSA RIOS, CITY SECRETARY909-369-2361 PHONE NUMBER 'DocuSlgned by: R++4RLat , 1 C5CA8C5EI 75493tgreen1 IIg@esri . com BY: EMAIL ADDRESS APPROVED AS TO LEGAL FORM:MACK REnqWAND, CITY ATTORNEY2022-947474 TEXAS ETHICS COMMISSION1295 CERTIFICATE NUMBER THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligationsand business terms. hita MIllAC[NAVVW’ Le1 sha Mei ne PRINTED NAME ch1 ef Technology offi cerTITLE Technology Services DEPARTMENT Contract # 8069 DocuSign Envelope ID: IED5C662-2B4244A2-AF58-CIAAFEED136D Exhibit A ESRI Quotation No Q477412 and Small Enterprise Agreement County and MunicipalityGovernment Contract # 8069 DocuSign Envelope ID: IED5C662-2B42JYIA2-AF58-CIAAFEED136D © Environmental Systems Research Institute, Inc. Customer # 552 Contract # ENTE380 New York St AGREEMENT Redlands, CA 92373-8100 Phone: (909) 793-2853 Fax: (909) 307.3049 City of DentonDUNS Number: 06-3134175 CAGE Code: 0AMS3 Technology Services Dept 601 E Hickory St Ste ADenton, TX 762054303 To expedite your order, please attach a copy of ATTENTION: Kevin Babcock this quotation to your purchase order. PHONE: (940) 349-7868 Quote is valid from : 8/8/2022 To: 11/6/2022 EMAIL: kevin.babcock@cityofd Material Qty Tem Unit Price RPRISE enton.com Total 168181 1 Year 1 $110,000.00 $110,000.00 Populations of 125,001-150,000 Small Government Term Enterprise License Agreement 168181 1 Year 2 $110,000.00 $110,000.00 Populations of 125,001-150,000 Small Government Term Enterprise License Agreement 168181 1 Year 3 $110,000.00 $110,000.00 Populations of 125,001-150,000 Small Government Term Enterprise License Agreement 168443 1 Year 1 $1 1 ,000.00 $1 1 ,000.00 ArcGIS GeoEvent Server Populations of 125,001-150,000 Small Government Term Enterprise Agreement 168443 1 Year 2 $11 ,000.00 ArcGIS GeoEvent Server Populations of 125,001-150,000 Small Government Term Enterprise Agreement 168443 1 Year 3 $11 ,000.00 ArcGIS GeoEvent Server Populations of 125,001-150,000 Small Government Term Enterprise Agreement 169044 2 $2,000.00 $4,000.00 ArcGIS Urban Suite Online Term License Esri may charge a fee to cover expenses related to , , „„ Quotation # Qdj77412eSr 1 t g=:: D a t e : JIt u g u s t 8 1 2 0 2 2 1 ,000.00 any customer requirement to use a proprietary vendor management, procurement, or invoice program \p I I I V V Vs VV $1 or questions contactan Gill Email s.gill@esri.com Phone (909) 793-2853 x8828 The [MIMgMeMIMMEmMHIM© -r.com/content/dam/esrisites/media/leaal/ofound at ht and your applicable signed agreementwith Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at /M.apply to your purchase of that item. If any item is quoted with a multi-year payment schedule, then unless otherwise stated in this quotation, Customer is required to make all payments without right of cancellation.data sets included in a quotation as separately licensed items will only be providedand invoiced if Esri is able to provide such data and will be subject to the applicable 's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal gI entities and US prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms andgal/terms,v.esri.com/enconditions found at htt 3lemel apply to some US state and local government purchases. All termsof this quotation will be incorporated into and become part of any additional regarding Esri’s offerings. Acceptance of this quotation islimited to the terms of this quotation. Esri objects to and expressly rejects any difFerent or additional terms contained in any purchase order, offeror confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or releasedother than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA. GILLS This offer is limited to the terms and conditions incorporated and attached herein. Vlyll L=1 IVVIVFJU IV. I I_UUl\JVV£-lCPT£=nFtrLl£-nF58-CIAAFEED136D 8 Environmental Systems Research Institute, Inc.380 New york St Redlands, CA 92373-8100 Phone: (909) 793-2853 Fax: (909) 307-3049DUNS Number: 06-3134175 CAGE Code: 0AM To expedite your order, please attach a copy ofthis quotation to your purchase order.Quote is valid from: 8/8/2022 To: 11/6/2022 Material Qty Term 169044 2 ArcGIS Urban Suite Online Term 169044 2 ArcGIS Urban Suite Online Term License 178625 1 3 ArcGIS Business Analyst Web App Standard O 178625 1 3 nline Term License ArcGIS Business Analyst Web App Standard Online Term License 178625 1 3 ArcGIS Business Analyst Web App Standard Online Term License 178623 2 178623 2 ArcGIS Business Analyst Web App Advanced Online Annual Subscripti S3 License ArcGIS Business Analyst Web App Advanced Online Annual Subscription • I THEeSr' I tcJ6 wcs WH£R£ ' on Quotation # Qdj77412 Date: August 8, 2022 Customer # 552 Contract # ENTERAGREEMENT $2,000.00 $4,000.00 $2,000.00 $80.00 PRISE City of Denton Technology Services Dept601 E Hickory St Ste ADenton, TX 762054303 ATTENTION: Kevin Babcock PHONE: (940) 349-7868EMAIL: kevin.babcock@cityofdenton.corrTrl Unit Price Total $4,000.00 \P I IVTV•VV +l I IVTV•VV qI I IV=TV . VV V\JIAVV.VV $3,200.00 \pVlnTVVgVV Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. For questions contactan Gill Email s.gill@esri.com Phone (909) 793-2853 x8828 TIRIngIB thIS cl the most currenH18EaF!111c ScoFEje!]juse d8 umentb.esri .com/contI lrisites1 terms-of-use/e300.pdf, and your applicable signed agreementfound at htt lo.esri.com/MAPS apply to yourwith Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found atpurchase of that item. If any item is quoted with a multi-year payment schedule, then unless otherwise stated in this quotation, Customer is required to make all payments without right of cancellation. Third-party data sets included in a quotation as separately licensed items will only be providedand invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provideany such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms andplemental apply to some US state and local government All termstatconditions found at httos corn of this quotation isof this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offeror confirmation sent to or to be sent by buyer. Unless prohIbited by law, the quotation information is confidential and may not be copied or released}nse. The information may not be given to outside parties or used for anyother than for the express purpose of system selection and put other purpose without consent from Esri. Delivery is FOB Origin for located in the USA. GILLS This offer is limited to the terms and conditions incorporated and attached herein. DocuSign Envelope ID: IED5C662-2B42JkIA2-AF58-CIAAFEED136D e,esri ITHESCIENCEOF WHER£ ' Quotation # Q477412 Date: August 8, 2022 Environmental Systems Research Institute, Inc.380 New York StRedlands. CA 923738100 Phone: (909) 793-2853 Fax: (909) 307-3049DUNS Number: 06-3134175 CAGE Code: 0AMS3 Customer # 552AGREEMENT Contract # ENTERPRISE City of DentonTechnology Services Dept601 E Hickory St Ste ADenton, TX 762054303 To expedite your order, please attach a copy ofthis quotation to your purchase order.Quote is valid from: 8/8/2022 To: 11/6/2022 ATTENTION: Kevin Babcock PHONE: (940) 349-7868EMAIL: kevin.babcock@cityofdenton.com Material CIty Term Unit Price Total178623 2 $3,200.00 $6,400.00 ArcGIS Business Analyst Web App Advanced Online Annual Subscription 168106 1 $6,000.00 $6,000.00 ArcGIS Notebook Server Advanced Up to Four Cares Term License 168106 1 $6,000.00 $6,000.00 ArcGIS Notebook Server Advanced Up to Four Cores Term License 168106 1 $6,000.00 $6,000.00 ArcGIS Notebook Server Advanced Up to Four Cores Term License 162359 1 $3,000.00 $3,000.00 ArcGIS Utility Network Management for ArcGIS GIS Server Standard or Advanced (Windows Only) Up to Four Cores TermLicense 162359 1 $3,000.00 $3,000.00 ArcGIS Utility Network Management for ArcGIS GIS Server Standard or Advanced (Windows Only) Up to Four Cores TermLicense 162359 1 $3,000.00 $3,000.00 Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. or questions contact:n Gill Email s.gill@esri.com Phone (909) 793-2853 x8828 The ltMIMBmM:MMmiam of tFTmBM) Tr ie m iites/media/11found at /conten pa, and your applicable signed agreementwith Esri. If no such agreement covers any item quoted. then Esri's standard terms and conditions found at ba /M,apply to yourpurchase of that item. If any item is quoted with a multi-year payment schedule, then unless otherwise stated in this quotation, Customer is required data sets included in a quotation as separately licensed items will only be providedto make all payments without right of cancellation.and invoiced if Esri is able to provide such data and will be subject to the applicable 's terms and conditions. If Esri is unable to providefor any further payments for the data set. US Federalany such data set, Customer will not be It entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms andconditions found at .com/e apply to some US state and local government purchases. All terms>S of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation islimited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or releasedother than for the express purpose of system selection and icense. The may not be given to outside parties or used for anyother purpose without consent from Esri. Delivery is FOB Origin for located in the USA. GILLS This offer is limited to the terms and conditions incorporated and attached herein. DocuSign Envelope ID: IED5C662-2B42-44A2-AF58-CIAAFEED136D ©esri ITHESCIENCEOFWHERE ' Quotation # Q477412 Date: August 8, 2022 Environmental Systems Research Institute, Inc.380 New York St Redlands, CA 92373-8100 Phone: (909) 793-2853 Fax: (909) 307-3049DUNS Number: 06-3134175 CAGE Code: 0AMS3 Customer # 552AGREEMENT Contract # ENTERPRISE City of DentonTechnology Services Dept 601 E Hickory St Ste ADenton, TX 762054303 To expedite your order, please attach a copy ofthis quotation to your purchase order.Quote is valid from: 8/8/2022 To: 11/6/2022 ATTENTION: Kevin Babcock PHONE: (940) 349-7868 EMAIL: kevin.babcock@cityofdenton . com Material Qty Term Unit Price Total ArcGIS Utility Network Management for ArcGIS GIS Server Standard or Advanced (Windows Only) Up to Four Cores TermLicense Subtotal :$424,320.00 Sales Tax:$0.00 Estimated Shipping and Handling (2 Day Delivery):$0.00 Contract Price Adjust: Total : $0.00 $424,320.00 Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. For questions contactean Gill Email s.gill@esri.com Phone (909) 793-2853 x8828 L i TBtmtETITnost cmEMMpe of use EMof-use/e:300.and your applicable signed agreementf/assets.esri .com/content/dam/esrisitefound at htt al with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at hq .esri.com/MA apply to youris requiredpurchase of that item. If any item is quoted with a multi-year payment schedule, then unless otherwise stated in this quotation, to make all payments without right of cancellation. Third-party data sets included in a quotation as separately licensed items will only be providedterms and conditions. If Esri is unable to provideand invoiced if Esri is able to provide such data and will be subject to the applicablefor any further payments for the data set. US Federal government entities and US governmentany such data set, Customer will not beprime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and .com/en-us/legal/terms 3lemental apply to some US state and local government All termsconditions found at of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offeror confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is and may not be copied or releasedother than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA. GILLS This offer is limited to the terms and conditions incorporated and attached herein. DocuSign Envelope ID: IED5C662-2B422HA2-AF58-CIAAFEED136D Esri Use Only:Cust. NameCust. # PO # Esri Agreement # @ esri THESCIENCEOFWHERE SMALL ENTERPRISE AGREEMENTCOUNTY AND MUNICIPALITY GOVERNMENT (E21 4-5) This Agreement is by and between the organization identified in the Quotation ("Customer") and EnvironmentalSystems Research Institute, Inc. ("Esri"). This Agreement sets forth the terms for Customer's use of Products and incorporates by reference (i) theQuotation and (ii) the Master Agreement. Should there be any conflict between the terms and conditions of thedocuments that comprise this Agreement, the order of precedence for the documents shall be as follows: (i) theQuotation, (ii) this Agreement, and (iii) the Master Agreement. This Agreement shall be governed by andconstrued in accordance with the laws of the state in which Customer is located without reference to conflict of laws principles, and the United States of America federal law shall govern in matters of intellectual property. The modifications and additional rights granted in this Agreement apply only to the Products listed in Table A. Table AList of Products Uncapped QuantitiesDesktop Software and Extensions (Single Use)ArcGIS Desktop AdvancedArcGIS Desktop StandardArcGIS Desktop Basic ArcGIS Desktop Extensions: ArcGIS 3D Analyst,ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst,ArcGIS Publisher, ArcGIS Network Analyst, ArcGISSchematics, ArcGIS Workflow Manager, ArcGIS DataReviewer Developer Tools ArcGIS EngineArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Engine Geodatabase Update,ArcGIS Network Analyst, ArcGIS Schematics ArcGIS Runtime (Standard)ArcGIS Runtime Analysis Extension Limited Quantities One (1) Professional subscription to ArcGIS DeveloperTwo (2) ArcGIS CityEngine Single Use Licenses1.000 ArcGIS Online Viewers 1.000 ArcGIS Online Creators110,000 ArcGIS Online Service Credits 1,000 ArcGIS Enterprise Creators10 ArcGIS Insights in ArcGIS Enterprise 10 ArcGIS Insights in ArcGIS Online100 ArcGIS Tracker for ArcGIS Enterprise100 ArcGIS Tracker for ArcGIS Online 6 ArcGIS Parcel Fabric User Type Extensions (Enterprise)6 ArcGIS Utility Network User Type Extensions (Enterprise)6 ArcGIS Trace Network User Type Extensions (Enterprise) Enterprise Software and ExtensionsArcGIS Enterprise and Workgroup (Advanced and Standard)ArcGIS Monitor ArcGIS Enterprise Extensions: ArcGIS 3D Analyst,ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst,ArcGIS Network Analyst, ArcGIS Schematics, ArcGISWorkflow Manager Enterprise Additional Capability ServersArcGIS Image Server OTHER BENEFITS 4Number of Esri User Conference registrations provided annually Number of Tier 1 Help Desk individuals authorized to call Esri Maximum number of sets of backup media, if requested Five percent (5%) discount on all individual commercially available instructor-led training classes at Esrifacilities purchased outside this Agreement 'Additional sets of backup media may be purchased for a fee Page 1 of 6 August 31, 2021 DocuSign Envelope ID: IED5C662-2B42-44A2-AF58-CIAAFEED136D Customer may accept this Agreement by signing and returning the whole Agreement with (i) the Quotationattached, (ii) a purchase order, or (iii) another document that matches the Quotation and references thisAgreement ("Ordering Document"). ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S PURCHASEORDER OR OTHER DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL GOVERN. This Agreement is effective as of the date of Esri's receipt of an Ordering Document, unless otherwiseagreed to by the parties ("Effective Date"). Term of Agreement: Three (3) years This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4–Product Updates, no modifications can be made to this Agreement. Accepted and Agreed: (Customer) By: Authorized Signature Printed Name: Title: Date: CUSTOMER CONTACT INFORMATION Contact:Telephone: Fax:Address: City, State, Postal Code:E-mail: Country: Quotation Number (if applicable): Page 2 of 6 August 31, 2021 DocuSign Envelope ID: IED5C662-2B42dUA2-AF58-CIAAFEED136D 1.O–ADDITIONAL DEFINITIONS 2.O–ADDITIONAL GRANT OF LICENSE In addition to the definitions provided in the Master Agreement, the following definitions apply to thisAgreement: 2.1 Grant of License. Subject to the terms and conditions of this Agreement, Esri grants toCustomer a personal, nonexclusive,nontransferable license solely to use, copy, and Deploy quantities of the Products listed inTable A–List of Products for the Term of Agreement (i) for the applicable Fee and (ii) inaccordance with the Master Agreement. "Case" means a failure of the Software or Online Services to operate according to the Documentationwhere such failure substantially impacts operational or functional performance. "Deploy", "Deployed" and "Deployment" mean toredistribute and install the Products and relatedAuthorization Codes within Customer's organization(s). 2.2 Consultant Access. Esri grants Customer the right to permit Customer's consultants orcontractors to use the Products exclusively for Customer's benefit. Customer will be solely responsible for compliance by consultants andcontractors with this Agreement and will ensurethat the consultant or contractor discontinues use of Products upon completion of work forCustomer. Access to or use of Products byconsultants or contractors not exclusively for Customer's benefit is prohibited. Customer maynot permit its consultants or contractors to installSoftware or Data on consultant, contractor, or third-party computers or remove Software orData from Customer locations, except for thepurpose of hosting the Software or Data onContractor servers for the benefit of Customer. "Fee" means the fee set forth in the Quotation. "Maintenance" means Tier 2 Support, Product updates, and Product patches provided to Customerduring the Term of Agreement. "Master Agreement" means the applicable masteragreement for Esri Products incorporated by thisreference that is (i) found at https://www.esri.com/en-us/legal/terms/full-master-agreement and available inthe installation process requiring acceptance by electronic acknowledgment or (ii) a signed Esrimaster agreement or license agreement thatsupersedes such electronically acknowledgedmaster agreement.3.O–TERM, TERMINATION, AND EXPIRATION "Product(s)" means the products identified inTable A–List of Products and any updates to the listEsri provides in writing. 3.1 Term. This Agreement and all licenseshereunder will commence on the Effective Date and continue for the duration identified in the Term of Agreement, unless this Agreement isterminated earlier as provided herein. Customeris only authorized to use Products during the Term of Agreement. For an Agreement with alimited term, Esri does not grant Customer anindefinite or a perpetual license to Products. "Quotation" means the offer letter and quotation provided separately to Customer. "Technical Support" means the technical assistance for attempting resolution of a reported Case through error correction, patches, hot fixes, workarounds, replacement deliveries, or any othertype of Product corrections or modifications. 3.2 No Use upon Agreement Expiration orTermination. All Product licenses, allMaintenance, and Esri User Conference registrations terminate upon expiration or termination of this Agreement."Tier 1 Help Desk" means Customer's point ofcontact(s) to provide all Tier 1 Support withinCustomer's organization(s).3.3 Termination for a Material Breach. Either partymay terminate this Agreement for a material breach by the other party. The breaching party will have thirty (30) days from the date of writtennotice to cure any material breach. "Tier 1 Support" means the Technical Supportprovided by the Tier 1 Help Desk. "Tier 2 Support" means the Esri Technical Supportprovided to the Tier 1 Help Desk when a Casecannot be resolved through Tier 1 Support.3.4 Termination for Lack of Funds. For an Agreement with government or government- Page 3 of 6 August 31, 2021 DocuSign Envelope ID: IED5C662-2B42-44A2-AF58-CIAAFEED136D owned entities, either party may terminate thisAgreement before any subsequent year if Customer is unable to secure funding throughthe legislative or governing body's approvalprocess. than the defined Products will receive Maintenance. Customer may acquire maintenance for otherSoftware outside this Agreement. a. Tier 1 Support 3.5 Follow-on Term. If the parties enter intoanother agreement substantially similar to thisAgreement for an additional term, the effective date of the follow-on agreement will be the dayafter the expiration date of this Agreement. 1. Customer will provide Tier 1 Supportthrough the Tier 1 Help Desk to allCustomer's authorized users. 2. The Tier 1 Help Desk will be fully trained inthe Products. 4.O–PRODUCT UPDATES 3.At a minimum, Tier 1 Support will includethose activities that assist the user in resolving how-to and operational questions as well as questions on installation and troubleshooting procedures. 4.1 Future Updates. Esri reserves the right to update the list of Products in Table A–List of Products by providing written notice toCustomer. Customer may continue to use allProducts that have been Deployed, but support and upgrades for deleted items may not be available. As new Products are incorporated intothe standard program, they will be offered toCustomer via written notice for incorporation intothe Products schedule at no additional charge.Customer's use of new or updated Products requires Customer to adhere to applicableadditional or revised terms and conditions in the Master Agreement. 4.The Tier 1 Help Desk will be the initial pointof contact for all questions and reporting of a Case. The Tier 1 Help Desk will obtain a fulldescription of each reported Case and thesystem configuration from the user. Thismay include obtaining any customizations,code samples, or data involved in the Case. 5.If the Tier 1 Help Desk cannot resolve theCase, an authorized Tier 1 Help Desk individual may contact Tier 2 Support. TheTier 1 Help Desk will provide support in sucha way as to minimize repeat calls and makesolutions to problems available to Customer’s organization. 4.2 Product Life Cycle. During the Term of Agreement, some Products may be retired ormay no longer be available to Deploy in the identified quantities. Maintenance will be subject to the individual Product Life Cycle Support Status and Product Life Cycle Support Policy,which can be found at https://support .esri .com/en/other- resources/product-life-cycle. Updates forProducts in the mature and retired phases maynot be available. Customer may continue to use Products already Deployed, but Customer will not be able to Deploy retired Products. 6.Tier 1 Help Desk individuals are the onlyindividuals authorized to contact Tier 2 Support. Customer may change the Tier 1 Help Desk individuals by written notice toEsri b. Tier 2 Support 1. Tier 2 Support will log the calls receivedfrom Tier 1 Help Desk. 5.O–MAINTENANCE 2.Tier 2 Support will review all informationcollected by and received from the Tier 1 Help Desk including preliminary documentedtroubleshooting provided by the Tier 1 HelpDesk when Tier 2 Support is required. The Fee includes standard maintenance benefits during the Term of Agreement as specified in themost current applicable Esri Maintenance and Support Program document (found athttps://www.esri .com/en- us/legal/terms/maintenance). At Esri's solediscretion, Esri may make patches, hot fixes, or updates available for download. No Software other 3. Tier 2 Support may request that Tier 1 HelpDesk individuals provide verification ofinformation, additional information. or answers to additional questions to Page 4 of 6 August 31, 2021 DocuSign Envelope ID: IED5C662-2B42-UA2-AF58-CIAAFEED136D supplement any preliminary informationgathering or troubleshooting performed byTier 1 Help Desk. operate, or allow access to the Products. If this is a multi-year Agreement, Esri may invoice theFee up to thirty (30) calendar days before theannual anniversary date for each year.4. Tier 2 Support will attempt to resolve theCase submitted by Tier 1 Help Desk.b.Undisputed invoices will be due and payablewithin thirty (30) calendar days from the date ofinvoice. Esri reserves the right to suspendCustomer's access to and use of Products if Customer fails to pay any undisputed amountowed on or before its due date. Esri may chargeCustomer interest at a monthly rate equal to thelesser of one percent (1.0%) per month or themaximum rate permitted by applicable law on any overdue fees plus all expenses of collectionfor any overdue balance that remains unpaidten (10) days after Esri has notified Customer ofthe past-due balance. 5. When the Case is resolved, Tier 2 Supportwill communicate the information to Tier 1 Help Desk, and Tier 1 Help Desk willdisseminate the resolution to the user(s). 6.O–ENDORSEMENT AND PUBLICITy This Agreement will not be construed or interpreted as an exclusive dealings agreement or Customer'sendorsement of Products. Either party may publicize the existence of this Agreement. c. Esri's federal ID number is 95-2775-732. 7.O–ADMINISTRATIVE REQUIREMENTS d.If requested, Esri will ship backup media to theship-to address identified on the OrderingDocument, FOB Destination, with shipping charges prepaid. Customer acknowledges thatshould sales or use taxes become due as a result of any shipments of tangible media, Esrihas a right to invoice and Customer will pay anysuch sales or use tax associated with the receiptof tangible media. 7.1 OEM Licenses. Under Esri's OEM or Solution OEM programs, OEM partners are authorized toembed or bundle portions of Esri products andservices with their application or service. OEM partners' business model, licensing terms andconditions, and pricing are independent of thisAgreement. Customer will not seek any discountfrom the OEM partner or Esri based on theavailability of Products under this Agreement. Customer will not decouple Esri products orservices from the OEM partners' application or 8.2 Order Requirements. Esri does not requireCustomer to issue a purchase order. Customermay submit a purchase order in accordance withits own process requirements, provided that ifCustomer issues a purchase order, Customerwill submit its initial purchase order on the Effective Date. If this is a multi-year Agreement,Customer will submit subsequent purchaseorders to Esri at least thirty (30) calendar daysbefore the annual anniversary date for eachyear service . 7.2 Annual Report of Deployments. At eachanniversary date and ninety (90) calendar daysprior to the expiration of this Agreement, Customer will provide Esri with a written reportdetailing all Deployments. Upon request,Customer will provide records sufficient to verify the accuracy of the annual report. a. All orders pertaining to this Agreement will be processed through Customer's centralized pointof contact.8.O–ORDERING, ADMINISTRATIVE PROCEDURES, DELIVERY, ANDDEPLOYMENT b. The following information will be included ineach Ordering Document: 8.1 Orders, Delivery, and Deployment (1) Customer name; Esri customer number, ifknown; and bill-to and ship-to addresses(2) Order number(3) Applicable annual payment due a. Upon the Effective Date, Esri will invoice Customer and provide Authorization Codes to activate the nondestructive copy protectionprogram that enables Customer to download, Page 5 of 6 August 31, 2021 DocuSign Envelope ID: IED5C662-2B42-44A2-AF58-CIAAFEED136D 9.O–MERGERS, ACQUISITIONS, ORDIVESTITURES If Customer is a commercial entity, Customer willnotify Esri in writing in the event of (i) aconsolidation, merger, or reorganization of Customerwith or into another corporation or entity;(ii) Customer's acquisition of another entity; or (iii) atransfer or sale of all or part of Customer's organization (subsections i, ii, and iii, collectivelyreferred to as "Ownership Change"). There will beno decrease in Fee as a result of any Ownership Change. 9.1 if an Ownership Change increases thecumulative program count beyond the maximum level for this Agreement, Esri reserves the rightto increase the Fee or terminate this Agreementand the parties will negotiate a new agreement. 9.2 if an Ownership Change results in transfer or sale of a portion of Customer's organization, that portion of Customer's organization will transferthe Products to Customer or uninstall, remove, and destroy all copies of the Products. 9.3 This Agreement may not be assigned to asuccessor entity as a result of an OwnershipChange unless approved by Esri in writing in advance. If the assignment to the new entity isnot approved, Customer will require anysuccessor entity to uninstall, remove, and destroy the Products. This Agreement will terminate upon such Ownership Change. Page 6 of 6 August 31, 2021 DocuSign Envelope ID: IED5C662-2B42JHA2-AF58-CIAAFEED136D Exhibit B ESRI Master Agreement Product and Service Contract # 8069 DocuSign Envelope ID: IED5C662-2B4244A2-AF58-CIAAFEED136D Master AgreementProduct and Services @) esri THESCIENCEOFWHERE Revised September 14, 2022IMPORTANT–READ CAREFULLY Unless superseded by a signed license agreement between you and Esri, Esri is willing to provide EsriOfferings and Services to you only if you accept all terms and conditions contained in this Agreement asthe sole and final agreement of the parties regarding your acquisition of these Esri Offerings andServices. Please read the terms and conditions carefully. You may not use the Esri Offerings unless youagree to the terms and conditions of the Agreement. Your access and use of Esri Offerings, or Services,constitutes your acceptance of the terms and conditions of this Agreement. If you do not agree, contactyour local sales representative prior to making your purchase. This Master Agreement ("Agreement") is between you ("Customer") and Environmental Systems ResearchInstitute, Inc. ("Esri"), a California corporation with a place of business at 380 New York Street, Redlands,California 92373-8100 USA. Attachment A contains definitions of capitalized terms used throughout this Agreement. Each section of thisAgreement 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.b. C. Provides Services as set forth in this Agreement;Grants to Customer a nonexclusive, nontransferable right and license or subscription to access and use EsriOfferings as set forth in the Specifications and applicable Ordering Documents; andAuthorizes 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 derivativework "Portions of this document include intellectual property of Esri and its licensors and are used underlicense. Copyright © [Customer will insert the actual copyrIght date(s) from the source materials .I 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 orperpetually if no Term is applicable or identified in the Ordering Documents and (ii) are subject to additional rightsand restrictions in this Agreement including Attachment B 1.2 Consultant or Contractor Access. Customer may authorize its consultants or contractors to (i) host EsriOfferings for Customer's benefit and (ii) use Esri Offerings exclusively for Customer's benefit. Customer will besolely 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 oruse of Esri Offerings by consultants or contractors that is not exclusively for Customer's benefit is prohibited. 1.3 Reservation of Rights. All Esri Offerings are the copyrighted works of Esri or its licensors; all rights not specifically granted in this Agreement are reserved. 1.4 Customer Content. Esri does not acquire any rights in Customer Content under this Agreement other than as needed to provide Esri Offerings and Services to Customer. E204-Lega Page 1 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B42dkIA2-AF58-CIAAFEED136D 2.0 SOFTWARE AND ONLINE SERVICES 2.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. b. C. d. "Anonymous Users" means all who have public access (i.e., without having to provide a Named UserCredential) to any part of Customer Content or Customer's Value-Added Applications. "App Login Credential(s)" means a system-generated application login and associated password, providedwhen registering a Value-Added Application with Online Services, which when embedded in a Value-Added Application allows the Value-Added Application to access and use Online Services."Commercial App Deployment License" means a license to distribute Value-Added Applications to third parties for a fee."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. AConcurrent 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."Deployment License" means a license to incorporate ArcGIS Runtime components in Value-AddedApplications and distribute Value-Added Applications to Customer's end users."Deployment Server License" means a license to use Software under a Server License for all usespermitted in this Agreement and as described in the Documentation. "Development Server License" means a license to use Software under a Server License only to build andtest Value-Added Applications as described in the Documentation."Development Use" means the right to install and use Products to build and test Value-Added Applicationsas described in the Documentation "Dual Use License" means the right to install Software on a desktop computer and use it simultaneously witheither a personal digital assistant (PDA) or handheld mobile device as long as the Software is only used by a single individual at any time."Failover License" means a license to install Software on redundant systems for failover operations, but theredundantly 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 remaindormant while the primary site (or any other redundant site) is operational."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 toaccess identity-managed capabilities within a Product for Customer's exclusive benefit. For educational use,Named Users may include registered students. "Named User Credential(s)" means an individual person's login and associated password enabling thatperson to access and use Products. "Named User License" means the right for a single Named User to use a specific Esri Offering. "Online Services Subscription" means a limited-term subscription conveying the right for one or moreNamed Users to access and use Online Services. "Redistribution License" means a license to reproduce and distribute Software provided that e. f. g. h. 1. J. k. 1. m. n. 0. 1 2. 3 4. Customer reproduces and distributes the Software in its entirety; A license agreement that protects the Software to the same extent as this Agreement accompanies eachcopy of the Software, and the recipient agrees to the terms and conditions of the license agreement;Customer reproduces all copyright and trademark attributions and notices; and Customer does not charge a fee to others for the use of the Software. P."Server License" means a license to install and use Software on any computer being used as a server.Server Licenses may be subject to a limited number of server cores or distributed deployment on multipleservers as described in the Ordering Documents or Documentation. If the Software description includes failover use rights, each Server License includes a Failover License."Service Credit(s)" means a unit of exchange for consumption of services that can be used with an OnlineServices Subscription."Sharing Tools" means publishing capabilities included with Customer's authorized use of Online Servicesor ArcGIS Enterprise that allow Customer to make Customer Content and Value-Added Applications available to third parties or Anonymous Users. q. r. E204-Legal Page 2 of 25 September 14, 2022 DocuSign Envelope ID= IED5C662-2B42-44A2-AF58-CIAAFEED136D S."Single Use License" means a license for a single authorized end user to install and use Software on asingle computer. The single authorized end user may also install a second copy for the end user's exclusiveuse on a second computer as long as only 1 copy of Software is in use at any time. No other end user mayuse Software under the same license at the same time for any other purpose."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 theDocumentation. Customer may use Value-Added Applications and map caches with Development andDeployment Server Licenses. t. 2.2 License and Subscription Types. Esri provides Products under one or more of the license or subscription types identified in the definitions above. The Documentation and Ordering Documents identify which license orsubscription type(s) applies to the ordered Products. 2.3 Software Terms of Use. a. Customer may 12 3. Install, access, or store Software and Data on electronic storage device(s);Make archival copies and routine computer backups; Install and use a newer version of Software concurrently with the version to be replaced during areasonable transition period not to exceed 6 months, provided that the deployment of either version doesnot 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 Softwarelicensed for Development Use; Move Software in the licensed configuration to a replacement computer;Distribute Software and any associated Authorization Codes required for use of a Deployment License tothird parties; and Governmental or not-for-profit organizations that operate a website or offer Internet services may useserver Software for revenue-generating purposes on a cost-recovery basis and not for profit. 4 5. 6. b. C. d. Customer may customize Software using any macro or scripting language, APIs, or source or object codelibraries but only to the extent that such customization is described in the Documentation. Customer may use all fonts provided with Software for any authorized use of the Software. Customer mayalso use Esri fonts separately to print any output created by the Software. Any use restrictions for third-partyfonts included with the Software are set forth in the font file itself. Esri publishes Product-specific Software terms of use at https://www.esri .com/legal/scope-of-use. 2.4 Online Services Terms of Use. a. b. Online Services Descriptions. Esri publishes Online Services Subscription-specific terms of use at https://www.esri.com/legal/scope-of-use. Use of Online Services is also subject to the Cloud Services termsfound in Attachment 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'soperations, Esri may, at its discretion, attempt to repair, correct, or provide a workaround for Online Services. If a viable solution is not commercially reasonable, Customer may cancel its subscription to Online Services,and when applicable, Esri will issue a prorated refund 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. Esriis not responsible for any loss, deletion, modification, or disclosure of Customer Content resulting from use ormisuse of Sharing Tools. Customer's use of Sharing Tools is at Customer's sole risk. C. E204-Lega Page 3 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B42zHA2-AF58-CIAAFEED136D 2.5 Named User Licenses. Except as expressly set forth in this Agreement, the following terms apply to Softwareand Online Services for which Customer acquires Named User Licenses. a. Named Users. 1 2. 3. Named User login credentials are for designated users only and may not be shared with other individuals.Customer may reassign a Named User License to another user if the former user no longer requiresaccess to the Software or Online Services. Customer may not add third parties as Named Users, other than third parties included within the definitionof Named Users. b. Anonymous Users. Anonymous Users may only access Software or Online Services through Value-AddedApplications that provide access to services or Content, that has been published for shared access through the use of Sharing Tools. 2.6 Value-Added Applications. 1 2. Customer is responsible for the development, operation, and technical support of Customer Content andValue-Added Applications. Customer may not embed a Named User Credential into Value-Added Applications. Value-AddedApplications 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 Userlogin credentials. Customer may embed an App Login Credential into Value-Added Applications that provide access byAnonymous Users to services or Content, that has been published for shared access by AnonymousUsers through the use of Sharing Tools.Customer may not embed an App Login Credential into Value-Added Applications that enables access toCustomer 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 mustrequire individual users to log in to the application(s) with their unique Named User login credentials.Customer may not provide a third party, other than third parties included within the definition of NamedUsers, with access to Software or Online Services, other than through Customer's Value-AddedApplication(s).Customer may transfer Value-Added Applications to any third party for use in conjunction with the thirdparty's own Software license or Online Services Subscription. 3. 4, 5. 6. 2.7 Limited-Use Programs. a.Trial, Evaluation, and Beta Programs. Products acquired under a trial, evaluation, or Beta program arelicensed for evaluation and testing purposes only and not for commercial use. Any such use is at Customer'sown risk, and the Products do not qualify for Maintenance. If Customer does not convert to a purchasedlicense or subscription prior to the expiration of the trial, evaluation, or Beta license, Customer may lose anyCustomer 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.Educational Programs. Customer agrees to use Products provided under an educational program solely foreducational purposes during the educational use Term. Customer shall not use Products for anyAdministrative Use unless Customer has acquired an Administrative Use license. "Administrative Use" means administrative activities that are not directly related to instruction or education, such as asset mapping,facilities management, demographic analysis, routing, campus safety, and accessibility analysis. Customershall not use Products for revenue-generating or for-profit purposes. Grant Programs. Customer may use Products provided under a grant program for noncommercial purposesonly. Except for cost recovery of using and operating the Products, Customer shall not use Products forrevenue-generating or for-profit purposes. 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 pageor enrollment form or as described on Esri's website in addition to the nonconflicting terms of this Agreement. b. C. d. E204-Legal Page 4 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B4244A2-AF58-CIAAFEED136D 3.0 DATA 3.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. b. C. "Business Listing Data" means any dataset that includes a list of businesses and may include otherassociated business attributes. "Esri Content Package(s)" means a digital file containing Online Services basemap Data extracted from theOnline Services "Street Data" means Data that includes or depicts information about roads, streets, and related features. 3.2 Permitted Uses. a. b. Unless otherwise authorized in writing, Customer may only use Data with the Products for which Esri hasprovided the Data.Subject to the restrictions set forth in this Agreement and provided that Customer affixes an attribution statement to the Data representations acknowledging Esri or its applicable licensor(s) as the source of theportion(s) of the Data used for the Data representation, Customer may: 1 2. Create representations of Data in hard-copy or static, electronic format (e.g., PDF, GIF, JPEG, HTML); inArcGIS Web Maps; or in Esri Story Maps apps for the purposes of visualizing Data (including basicinteractions such as panning, zooming, and identifying map features with simple pop-ups); and Use and include such representations of Data in presentation packages, marketing studies, or otherreports or documents containing map images or data summaries derived from the use of Esri Products tothird parties. C. d. Customer may take Online Services basemaps offline through Esri Content Packages and subsequentlydeliver (transfer) them to any device for use with licensed ArcGIS Runtime applications and ArcGIS Desktop.Customer may not otherwise scrape, download, or store Data. Customer may make any internal use of geocoded results that are obtained and stored in compliance withthis 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 forthe purposes of Customer's business, or (iii) deliver to third parties, on a noncommercial/non-revenuegenerating basis, static results, static output or static base map renderings. 3.3 Use Restrictions. a. b. C. d. Customer may not act directly or authorize its customers to cobrand Data, use Data in any unauthorizedservice or product, or offer Data through or on behalf of any third party. 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.Business Listing Data . Unless authorized in writing, Customer may not use Business Listing Data for anydirect marketing purposes, resale publication, or distribution to any third party as part of any mailing list, directory, classified advertising, or other compilation of information.Street Data. Customer may use Street Data for mapping, geocoding, routing, and transportation network analysis purposes. Unless otherwise authorized in writing, Customer may not use Street Data for 1. Real-time navigational guidance, including alerting a user about upcoming maneuvers, such as warning of an upcoming turn or calculating an alternate route if a turn is missed; 2. Synchronized multivehicle routing; or 3. Synchronized route optimization. e. Business Analyst Data. Customer may cache Data provided with ArcGIS Business Analyst Mobile App on amobile device for use in conjunction with its use of ArcGIS Business Analyst Server. Customer may nototherwise cache or download such Data. E204-Lega Page 5 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B42JHA2-AF58-CIAAFEED136D f. g. Partial Dataset Licenses: if Customer orders a subset of a dataset (e.g., a country, region, state, or localportion of a global database), Customer may use only the licensed subset, not any other portion of the fulldataset Michael Bauer Research International Boundaries Data ("MBR Data-) . Customer's right to use datadownloaded 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 additionalattribution requirements and terms of use to Customer. These terms supplement and amend the terms of this Agreement and are available at www.esri.com/legal/third-party-data. 4.0 MAINTENANCE 4.1 US Customers. Esri will provide Maintenance for Software and Online Services in accordance with the EsriMaintenance and Support Program and this Agreement if Customer is in the United States. 4.2 Customers outside the United States. Customer may obtain maintenance services from their local Esriauthorized distributor under the authorized distributor's own standard support policy. 5.0 PROFESSIONAL SERVICES 5.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. b. C. "Invention(s)" means a patentable invention, discovery, innovation, or improvement, excluding Deliverables,relating to the subject matter of a Task Order."Inventor(s)" means a party's principal, employee, consultant, or independent contractor that solely or jointlydevelops Inventions during Esri's performance under a Task Order. "Professional Service Package(s)" means a predefined unit of Professional Services, including travel-related expenses, provided at a firm fixed price. 5.2 Permitted Uses. Customer may use, copy, and modify Deliverables solely in conjunction with Customer'sauthorized use of Products. 5.3 Task Orders and Project Schedule. a b. C.d. e. Esri will provide Professional Services and Deliverables as specified in the Task Order.Each Task Order will reference this Agreement and specify the commencement date and, if known, the periodof performance. Task Orders may have the format shown in Attachment C or any other agreed-upon format.Each party will identify, in writing, the project manager who is responsible for Professional Services andDeliverables described in Task Orders. By written notice to the other party's technical administrator, eitherparty may replace the project manager at any time with a similarly qualified person. Other than pricing and descriptions of Professional Services to be performed, terms and conditions in a TaskOrder are not binding unless both parties have signed the Task Order. The terms of a signed Task Order takeprecedence over conflicting terms in this Agreement. 5.4 Ownership of Deliverables and Inventions. a.b. C. Esri or its licensors own and retain ownership of Deliverables. Each party will retain all rights, title and ownership to any Inventions made or conceived solely by therespective Party's Inventors during the term of this Agreement, including, but not limited to, such Inventionsthat Esri's Inventors solely make or conceive while providing technical assistance pursuant to this Agreement.The parties will jointly own any Inventions made or conceived jointly by Inventors from both Parties. TheParties will negotiate in good faith and cooperate reasonably in (i) deciding whether or not to seek ormaintain, or to continue to seek or maintain, patent protection in any country on any joint Invention and the extent and scope of such protection and (ii) protecting and enforcing any patents issued on such jointInvention E204-Legal Page 6 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B42'b+A2-AF58-CIAAFEED136D 5.5 Acceptance. a. For Firm Fixed Price Task Orders. Customer will complete its acceptance review within 10 working days ofreceiving each Deliverable and classify the Deliverables as follows: 1. 2. "DELIVERABLE ACCEPTED" means a Deliverable conforming to the applicable Task Order with no morethan minor nonconformities. "DELIVERABLE ACCEPTED WITH REWORK" means a Deliverable substantially conforming to theapplicable Task Order but having a significant number of identified nonconformities and accepted subjectto rework by Esri. Esri will rework the Deliverable for the identified nonconformities and resubmit it within 30 days. Customer will rerun its acceptance review for the nonconformities detected in the initial reviewwithin 10 working days of such resubmission and will reclassify the Deliverable as either DELIVERABLEACCEPTED or DELIVERABLE REJECTED. "DELIVERABLE REJECTED" means a Deliverable that fails to substantially conform to applicable TaskOrder(s). Esri will rework the Deliverable and resubmit it to Customer within 30 days, at which timeCustomer will have 10 working days to rerun its acceptance review and reclassify the deliverable aseither DELIVERABLE ACCEPTED or DELIVERABLE REJECTED. 3. Customer may not use any Deliverable in its business operations before acceptance as described in a.1 ora.2. If Customer does not notify Esri in writing within 10 working days after delivery that it has classified theDeliverable as ACCEPTED WITH REWORK or REJECTED in accordance with a.2 or a.3, or if Customer uses the Deliverable in its business operations, the Deliverable will be deemed , as of the first of either ofthese events to occur, to have been accepted. For Task Orders with Professional Service Packages. Professional Services that Esri performs underProfessional Service Packages will be deemed accepted unless Customer notifies Esri within 10 days after performance. Customer may purchase additional Professional Service Packages as needed to completeCustomer's work requirements. For Time and Materials Task Orders. Professional Services are provided strictly on a time and materialsbasis subject to the Task Order not-to-exceed funding limit. The Professional Services provided will bedeemed accepted and in compliance with the professional and technical standards of the software industryunless Customer notifies Esri within 10 days after performance. Deliverables produced under a time andmaterials Task Order will not be subject to acceptance testing. b. C. 5.6 Warranty for Deliverables. EsrI warrants to Customer that firm fixed price Deliverables materially complywith Specifications for a period of 90 days from acceptance, subject to the limitations and disclaimers of liabilityset forth in the "Limited Warranties and Disclaimers" section of Attachment B. 5.7 Changes. The parties may make changes within the general scope of a Task Order by mutual agreement. Todocument any agreed-to scope changes within the general scope of the Task Order that affects the cost or time required to provide a Deliverable, the parties will jointly sign a written amendment to the Task Order that includesan equitable adjustment in the price, schedule, or both. 5.8 Customer Termination for Convenience. Customer may terminate any Task Order at any time upon30 days' written notice to Esri and upon payment to Esri of all amounts due to date pursuant to this Agreement,including reasonable expenses incurred as a direct result of the termination and the pro rata contract price for theTask Orders affected . 5.9 Payment; Invoices. a.For Firm Fixed Price Task Orders. Unless otherwise specified in a Task Order, Esri will prepare and submit monthly invoices based on the percentage of completion for each Deliverable as of the end of the precedingmonth. Upon acceptance of all Deliverables under a Task Order, the unpaid balance of the total Task Ordervalue is due.For Professional Service Packages. Esri will submit an Invoice for Professional Service Packages onreceipt of an agreed-upon Task Order. Esri may, at its sole discretion, stop work to avoid exceeding the totallabor hours or number of days allotted in the applicable Professional Service Package description set forth in b. E204-Legal Page 7 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B424tA2-AF58-CIAAFEED136D the applicable scope of work. Professional Service Packages expire if not used within 12 months of the Esriinvoice date.c. For Time and Materials Task Orders. 1.Esri will submit to Customer written monthly invoices to the Customer address provided in the TaskOrder. The invoices will include the payment due for work performed, including travel time, and any otherdirect costs (ODCs) incurred as authorized under a Task Order. The amount invoiced for labor will be equal to the number of hours expended during the previous month, multiplied by the applicable laborrates. Esri will invoice meals on a per diem basis in accordance with the full daily limits specified on thegovernment Defense Travel website at https://www.defensetravel.dod.mil/site/perdiemCalc.cfm . Esri andCustomer may include hourly labor rates in this Agreement; if the parties elect to do so, Attachment D willidentify the hourly labor rates for each labor category. Esri may change hourly labor rates for Services;any increase in the first 5 years will not exceed 5 percent per year. Esri will invoice ODCs, includingtravel-related expenses incurred, plus a 15 percent burden. Esri may reallocate the budget between activities, labor categories, and ODCs as necessary to facilitatethe work effort, provided the overall price is not exceeded. If Esri reaches the funded not-to-exceed TaskOrder value and the activities are not completed, Customer may increase the order funding to allow additional work to be performed, or Esri may stop work without further obligation or liability. 2. 5.10 System and Data Access. Each Task Order will specify any requirement for Customer to give Esripersonnel access to Customer's systems or data. 6.0 ESRI MANAGED CLOUD SERVICES 6.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "Esri Managed Cloud Services Environment" means the hardware, Software, Data, and network platformthat Esri or its third-party supplier provides as part of Esri Managed Cloud Services. b. "Hosting" means the business of housing and making accessible Customer Content via the Internet. 6.2 Provision of Esri Managed Cloud Services. a. b. C. General Terms. Use of Esri Managed Cloud Services is subject to the Cloud Services terms found inAttachment B of this Agreement. Requirements Planning. It is Customer's responsibility to plan for and address with Esri changes toCustomer's requirements, such as the need for additional capacity, the update of an application or dataset, or increased level of system availability.Compensation and Expenses. Esri will invoice Customer for the one-time setup fee upon Task Orderexecution. Thereafter, Esri will invoice Customer monthly for the Esri Managed Cloud Services to be providedthe following month. Customer will pay invoices within 30 days of receipt. Customer is responsible for anyshipping or temporary storage costs incurred during the delivery of Customer Content to Esri or removal ofCustomer Content from the Esri Managed Cloud Services Environment. This paragraph does not apply to EsriManaged Cloud Services provided under the Advantage Program (see the section entitled "AdvantageProgram" in this Agreement).Risk of Loss. Risk of loss for all Customer Content shall at all times remain with Customer, and it is Customer's sole responsibility to maintain regular backups of Customer Content. Risk of loss for the EsriManaged Cloud Services Environment shall at all times remain with Esri. Personally Identifiable Information. Prior to providing any Customer Content under this Agreement,Customer shall notify Esri if Customer Content includes personally identifiable information. Public Software. Customer may not use, and may not authorize its end users or contractors to combine oruse any Esri Offerings with any software (including any underlying dependencies), documentation, or othermaterial distributed under an open source or other similar licensing or distribution model that requires as acondition of such model that any component of the Esri Offering to be (1 ) disclosed or distributed in sourcecode form, (2) made available free of charge to third parties, or (3) modifiable without restriction by thirdparties d. e. f. E204-Lega Page 8 of 25 September 14, 2022 DocuStgn Envelope ID: IED5C662-2B42-44A2-AF58-CIAAFEED136D g. Monitoring. Customer will provide information and other materials related to its Customer Content asreasonably requested by Esri or its Hosting partner to verify Esri's or Customer's compliance with this Agreement. Esri or its Hosting partner, as applicable, may browse, index, or otherwise monitor the externalinterfaces of any Customer Content solely for the purpose of verifying compliance with this Agreement. 7.0 TRAINING 7.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. b. C. d. "Customer-Supplied Training Data" means any digital dataset(s) including, but not limited to, geographicvector data, coordinates, raster data reports, or associated tabular attributes supplied by Customer for use in training"Esri Academy LMS Integration Subscription" means an optional term-limited subscription to Esri Academy enabling a specific number of unique Customer student(s) access to Self-Paced E-Learning throughthe customer's Learning Management System."Esri E-Learning Content (SCORM Format) License" means an optional term-limited license that provides Esri customers with Esri's e-learning content in SCORM (Shareable Content Object Reference Model) formatto import into their Learning Management System. "Esri Mobile Lab" means a service in which Esri will deliver and set up a training environment at theCustomer's site for use in conjunction with scheduled Esri Training Events only. The Esri Mobile Lab willinclude certain hardware, software, power cords, and network switches necessary for the instructor to set upthe environment. "Esri Training Event(s)" means an Esri site class, Esri instructor-led online class, a Customer site/privateclass, workshop, or coaching services."Esri Training Representative" means Customer's primary Esri liaison in organizing private Esri TrainingEvents "Student(s)" means a Customer employee or agent who is a registered participant in a specific Esri Training Event or Training-related services. If Customer is an individual, then Student means Customer."Training Pass" means a nonrefundable, nontransferable block of prepaid training days with a fixed price perday throughout the Term of the Training Pass."Esri Mobile Router" means a service in which Esri will deliver and setup a mobile router at the Customer's site for use in conjunction with a scheduled Esri Training Event only. The mobile router provides high-speedwireless internet access needed to run the Esri Training Event. "Learning Management System" or "LMS" shall mean third-party software acquired separately byCustomer that allows Customer to consume E-Learning Content (SCORM Format) for the purpose of re-serving it to the Customer's internal employees. e. f g. h. i. J. 7.2 Permitted and Prohibited Uses. a. b C. d. Esri provides Training Materials for Training purposes only and for the exclusive use of the Student who attends the Training course for which the Training Materials are provided.Customer may reproduce copies of Training Materials for registered Students.Customer may not and may not permit any Student to (i) separate the component parts of Training Materials for any use or (ii) use audio or video recording equipment during an Esri Training Event.Esri may issue temporary Product authorizations if Customer has an insufficient number of Products available for Training. Customer may use such Products as Training Materials under the terms of this Agreement.Customer will uninstall all deployed Products and return any media provided by Esri upon conclusion of theEsri Training Event. Customer will retain ownership of any Customer-Supplied Training Data.e. 7.3 Esri's Responsibilities. Esri will a. Provide an instructor qualified to conduct Training;b. Provide all necessary Training Materials for Student; and E204-Legal Page 9 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B4244A2-AF58-CIAAFEED136D C.Confirm Esri Training Events approximately 10 business days prior to the scheduled start date. Esri will onlyconfirm Student registrations that include a payment method. Registrations without a confirmed paymentmethod are placed on the reservation waiting list. All reservations on the waiting list are subject to availability. Customer site/Private class and coaching services confirmation is also dependent on receipt of the completedCustomer site training request form. 7.4 Customer's Responsibilities. Customer will a. b. C. d. Ensure that all Students have received confirmation from Esri to participate in an Esri Training Event. Esrireserves the right to disconnect any Student who permits unregistered student access to an online classroomEsri Training Event. In such case, the full Esri Training Event fee will be invoiced and payable; Ensure that all Students meet the minimum prerequisites for the applicable Esri Training Event as listed onEsri's training website; Submit Student registrations with payment method information at least 15 business days before thescheduled start date; Provide the Esri Training Representative with a list of names and email addresses of any Students who are to attend an Esri Training Event at least 3 business days before the scheduled start date, for compliance withthe US embargoed country lists and the various US Government Lists of Parties of Concern or SpeciallyDesignated Nationals lists; For classes held at the Customer-designated facility, complete a client-site training request form; consult withEsri personnel to determine classroom, computer, and network requirements; and provide all such requiredclassrooms, computers, and network access; Ensure that Student use of Training Materials provided by Esri complies with the terms of this Agreement; andAssume full liability and responsibility for Student attending Training course(s) under this Agreement.If the Esri Mobile Lab or Mobile Router is used, Customer will e. f g.h. 1. 2. 3. Take delivery of the Esri Mobile Lab or Mobile Router from the shipping agent, and keep it in a secure,locked area at all times: Immediately report any previously damaged Esri Mobile Lab or Mobile Router equipment to the EsriTraining Representative upon receipt of the shipment; and Be financially responsible for loss of, damage to, or theft of Esri Mobile Lab or Mobile Router equipmentwhile in Customer's possession. 7.5 Student Registration and Training Event Change Policy. a. b C. d. e. f. Customer will provide advance written notice to Esri Customer Service at service(<esri.com to reschedule orcancel any Esri Training Event or to substitute a student in a scheduled Esri Training Event.A replacement Student must be from the same Customer organization as the Student being replaced.If Customer reschedules an Esri Training Event three or fewer days before the scheduled start date, Esri willcharge Customer 50 percent of the fee plus the cost of the rescheduled Esri Training Event.If Customer (i) cancels an Esri Training Event 3 or fewer days before the scheduled start date withoutconcurrently rescheduling or (ii) is absent without notice from the Esri Training Event, Customer will be liablefor the full Esri Training Event fee. If cancellation of an Esri Training Event is necessary due to causes beyond the party's reasonable control, theaffected party may reschedule or cancel the Esri Training Event without incurring any liability.Termination of Agreement. Students who are currently registered for an Esri Training Event as of the date oftermination of this Agreement may attend the scheduled Esri Training Event, subject to the terms andconditions of this Agreement. 7.6 Invoicing; Prepaid Fees. a. Esri will invoice Customer upon completion of the Esri Training Event or on purchase of a Training Pass. OnCustomer request, Esri will invoice in advance for an Esri Training Event. E204-Legal Page 10 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B42-44A2-AF58-CIAAFEED136D b. C. If Customer is invoiced and pays that invoice prior to the scheduled Esri Training Event, then Customer has1 year from the date of the invoice to consume training days. For a multiyear order, training days must be consumed by the end date specified on the Esri quotation. Thereafter, all prepaid fees are forfeited. Training Pass policies and redemptIon rates are described at https://www.esri.com/training/tmininq-for-organizations/. This section 7.6 does not apply to Training provided under the Advantage Program. 7.7 Availability and General Provision of Wireless Service a. Esri will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to wireless service interruptions or unavailability. 7.8 Esri E-Learning in the Customer's Learning Management System a. Esri E-Learning Content (SCORM format) License, specific terms of use incorporated by reference are foundat https://www.esri.com/content/dam/esrisites/en-us/media/legal/scorm-lms/scorm-terms-and-conditions.pdf b. Esri Academy LMS Integration Subscription, specific terms of use incorporated by reference are found athttps://www.esri .com/content/dam/esrisites/en-us/media/legal/scorm-lms/Ims-terms-and-conditions.pdf 8.0 ADVANTAGE PROGRAM 8.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a."Activity Description" means a mutually agreed upon written statement that confirms the number of Learning and Services Credits that Esri estimates is required to perform an activity and authorizes Esri tobegin work based on such estimate. The Activity Description serves as the Task Order for Services providedunder the Advantage Program. "Advantage Program" means either Advantage Program, as described atwww.esri.com/services/eeap/components, or the Advantage Program for Partners, as described atwww.esri.com/partners/bpap/components."Authorized Contact" means Customer's point of contact for the Advantage Program identified below. "Learning and Services Credits" means a contracted unit of exchange that Customer may use to acquireProfessional Services, Training, PSS, Esri Managed Cloud Services, or related travel expenses as describedbelow "Premium Support Services" or "PSS" means a prioritized incident management and technical support program further described at https://support.esri.com/en/support/premium."Advisor" means an Esri consultant assigned to work with Customer to provIde Professional Services suchas advising Customer on GIS strategies, facilitating annual planning, and developing and coordinating acollaborative work plan under the Advantage Program. b. C.d. e. f. 8.2 Advantage Program Description. The Advantage Program is provided on an order-by-order, annualsubscription basis and provides strategy and planning support in addition to a menu of items includingProfessional Services, Training, PSS, and Esri Managed Cloud Services that Customer can select to best meetits needs with guidance from Advisor. The Advantage Program may change from time to time. The Advantage Program includes the following: a. b C. d. Advisor. Customer will receive up to the number of Advisor hours ordered. Customer may elect to retainadditional Advisor hours for a supplemental price. Annual Planning Meeting. A 1-day annual planning meeting is included.Work Plan. A collaboratively developed document is designed to drive the program's implementation throughdefinition of Customer's GIS vision, goals, and objectives.Learning and Services Credits. Customer will receive the number of Learning and Services Credits ordered.Customer may use the credits toward any combination of Professional Services, Training, PSS, Esri ManagedCloud Services, or related travel expenses. Customer may order, for an additional price, additional Learningand Services Credits. Learning and Services Credits may be exchanged as described at the applicable E204-Legal Page 11 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B4244A2-AF58-CIAAFEED136D Advantage Program website. Esri will provide a monthly report outlining usage of Learning and ServicesCredits to date to the Authorized Contact. Technology Webcasts. Esri will provide an email invitation to the Authorized Contact for webcastspresenting business and technical information related to enterprise GIS. No Project Services. The Advantage Program is not designed for Esri to provide project-specificProfessional Services such as custom application or database development for solutions or applications. Esriwill not provide these types of Professional Services under the Advantage Program and does not warrant thatDeliverables provided under an Advantage Program will comply with Specifications. e. f 8.3 Authorized Contact Information. Customer identifies the following person as its initial Authorized Contact. (to be completed by Customer): Contact Name:Address: City, State, ZIP: Email: Telephone:Fax: 8.4 Current on Maintenance. Customer must remain current on standard Software Maintenance during the Advantage Program term. 8.5 Authorization of Learning and Services Credits Use. Customer will contact its account manager or Advisorto consume Learning and Services Credits for a particular request. Esri will submit an Activity Description byemail to Customer for confirmation and authorization to use Learning and Services Credits. Customer mayauthorize the consumption of Learning and Services Credits by submitting an email. Esri will begin work anddeduct the estimated credit amount stated in the Activity Description from the unused Learning and ServicesCredits available. 8.6 Activity Descriptions for Esri Managed Cloud Services. The Activity Description for Esri Managed Cloud Services orders must include the following: a. b. The Esri Managed Cloud Services Term. The time period in which Esri provides the Esri Managed CloudServices to Customer. The Esri Managed Cloud Services term does not begin until setup and deployment ofthe data and application are complete.Targeted System Availability. The minimum percentage of time that Customer has external access to theapplication and associated Customer Content through the Internet. Examples of supported levels of system availability are 95 percent, 99 percent, and 99.9 percent. Not all Esri Managed Cloud Services offeringsinclude a Targeted System Availability. Number of Anticipated Requests. A The number of requests made by an end user through a client (e.g.,desktop computer, web application, mobile device) and sent to a server(s) that is set up in the Esri ManagedCloud Services Environment by Esri and performs computational tasks on behalf of the end user. An exampleof a common request used in a GIS is a map request. A map request is made every time a user pans, zooms,or querIes a map servIce. Amount of Data Storage. The storage capacity required to retain digital data, which is to be used andconsumed in Customer GIS applications or Cloud Services.Learning and Services Credits Consumption. The price for the Esri Managed Cloud Services in Learningand Services Credits. C. d. e. The Data storage location may be defined in the Activity Description. 8.7 Travel and Per Diem Expenses. Any Esri travel and per diem expenses will be quoted separately. Travelexpenses will include a 15 percent burden, and per diem will be determined in accordance with the full daily limitsspecified on the government Defense Travel website at https://www.defensetravel.dod.mil/site/perdiemCalc.cfm . Customer will use Learning and Services Credits for travel and per diem expenses. E204-Legal Page 12 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B42J+4A2-AF58-CIAAFEED136D 8.8 Notification of Consumed Credits. Esri will notify Customer if the authorized Learning and Services Creditsare consumed prior to completion of the requested work. Customer may elect to direct the use of additionalLearning and Services Credits, if available; procure additional Learning and Services Credits; or notify Esri to stopwork on such requested work. Esri reserves the right to stop work if Customer has consumed all its Learning andServices Credits. 8.9 Review of Proposed Activities. Any activities proposed to be completed under the Advantage Program will be subject to Esri's review and approval to ensure alignment with the intent of the program. 8.10 Invoicing. a.Esri shall invoice Customer as quoted for the Advantage Program subscription, additional Learning andServices Credits, or Advisor services upon receipt of Customer's order. Subsequently, Esri will invoiceannually at least 30 days in advance of the Advantage Program subscription expiration date. Esri will extendthe Advantage Program subscription for a subsequent annual term upon receipt of Customer's payment of the renewal invoice. Esri will invoice fees for additional Learning and Services Credits or Advisor services uponreceipt of Customer's order.Pricing for program renewals and new or additional Services will be in accordance with Esri's standard pricingat the time of purchase or renewal. b. 8.11 Termination and Expiration. Upon termination or expiration of an Advantage Program subscription: ab.Services will end as of the expiration or termination date stated; andUnless either party terminates the Advantage Program subscription for cause, Customer may apply anyunused Learning and Services Credits toward any Professional Services, Training, PSS, or related travelexpenses that are scheduled as of the termination or expiration date, provided that the Learning and Services Credits are used within 3 months after the termination or expiration date. Any other unused Learning andServices Credits will expire 30 days after the expiration or termination date; if Customer renews theAdvantage Program subscription within this time period, any unused Learning and Services Credits will remain valid for up to 2 years from the purchase date or termination of this Agreement, whichever comes first. E204-Legal Page 13 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B42dHA2-AF58-CIAAFEED136D Al-rACHMENT 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 thatare not applicable to Esri Offerings or Services offered under this Agreement. "Affiliate" means any entity that directly or indirectly (i) Controls; (ii) is Controlled by; or (iii) is under commonControl with a party, where "Control" means having more than 50 percent of the voting stock or other votinginterest in the Controlled entity. "API" means application programming interface. "ArcGIS Website" means www.arcgis.com and any related or successor websites. "Authorization CodeCs)" means any key, authorization number, enablement code, login credential, activationcode, token, user name and password, or other mechanism required for use of Esri Offerings. "Beta" means any alpha, beta, or other prerelease version of a Product. "Cloud Services" means Online Services and Esri Managed Cloud Services. "Content" means data, images, photographs, animations, video, audio, text, maps, databases, data models, spreadsheets, user interfaces, graphics components, icons, software, and other resources used in connectionwith Esri Offerings and Services. "Control" means having more than 50 percent of the voting stock or other voting interest in the Controlled entity. "Customer Content" means any Content that Customer provides, uses, or develops in connection withCustomer's use of Esri Offerings or Services, including Value-Added Applications. Customer Content excludesany 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 deliversindependently. "Deliverables" means anything that Esri delivers to Customer as a result of performance of ProfessionalServices "Documentation" means all user reference documentation that Esri provides with a Deliverable or an Esri Offering . "Esri Managed Cloud Services" means a Customer-specific cloud infrastructure, Software, Data, and networkplatform that Esri hosts, manages, and makes available to Customer or Customer's end users via the Internet. "Esri Offering(s)" means any Product or Documentation. If Esri provides Training or Professional Servicesdirectly to Customer, then Esri Offerings also include Deliverables and Training Materials. Esri Offerings excludeServices and Third-Party Content. "GIS" means geographic information system. "Maintenance" means a subscription program that Esri provides and that entitIes Customer to Product updatesand other benefits such as access to technical support and self-paced, web-based learning resources. E204-Legal Page 14 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B42-#}A2-AF58-CIAAFEED136D "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 otherinformation. Online Services exclude Data and Content. "Ordering Document(s)" means a sales quotation, Maintenance renewal quote, purchase order, proposal, TaskOrder, 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 havebeen paid, indefinitely, unless terminated by Esri or Customer as authorized under this Agreement. "Product(s)" means Software, Data, and Online Services. "Professional Services" means any development or consulting services that Esri provides to Customer. "Sample(s)" means sample code, sample applications, add-ons, or sample extensions of Products. "Service(sy' means Maintenance. If Esri provides Esri Managed Cloud Services, Training, or ProfessionalServices directly to Customer, then Services also include Esri Managed Cloud Services, Training, andProfessional Services. "Software" means any proprietary commercial off-the-shelf software, excluding Data, accessed or downloadedfrom an Esri-authorized website or that Esri delivers on any media in any format including backups, updates,service packs, patches, hot fixes, or permitted merged copies. "Specification(s)" means (i) the Documentation for Software and Online Services, (ii) the scope of work set forth in any Task Order, or (iii) Esri's published course descriptions for Training. "Task Order(s)" means an Ordering Document for Services. "Term License" means a license for use of an Esri Offering for a limited time period ("Term"). "Third-Party Content" means any Content that Customer may obtain from a third-party website or that personsother than Esri employees, suppliers, or contractors may directly contribute to Esri's website. "Training" means (i) Product training or (ii) related training that Esri provides under this Agreement. "Training Materials" means digital or printed Content required to complete Training, which may include, but isnot limited to, workbooks, data, concepts, exercises, assessments, and exams. "Value-Added Application(s)" means an application developed by Customer for use in conjunction with the authorized use of any Software, Data, or Online Services. E204-Lega Page 15 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B4244A2-AF58-CIAAFEED136D Al-rACHMENT BGENERAL TERMS AND CONDITIONS The following general terms and conditions apply to all Esri Offerings and Services that Esri may offer to itscustomers. Certain Esri Offerings or Services may not be available under this Agreement. Please disregard anyterms that are not applicable to Esri Offerings or Services offered under this Agreement. ARTICLE B.1–GENERAL USE RESTRICTIONS Except as expressly permitted in this Agreement, Customer will not a.b. C. de. f. g. h 1. J. k. Sell, rent, lease, sublicense, distribute, lend, time-share, or assign Services or Esri Offerings;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;Distribute Authorization Codes to third parties; Reverse engineer, decompile, or disassemble any Product or Deliverable delivered in compiled form;Make any attempt to circumvent the technological measure(s) that controls access to or use of Esri Offerings; Store, cache, use, upload, distribute, or sublicense Content or otherwise use Esri Offerings in violation ofEsri's or a third-party's rights, including intellectual property rights, privacy rights, nondiscrimination laws,export laws, or any other applicable law or regulation;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 attributionpage of any Data or Documentation;Unbundle or independently use individual or component parts of Esri Offerings; Incorporate any portion of Esri Offerings into a product or service for third-party use that competes with theEsri Offerings; Publish or in any other way communicate the results of benchmark tests run on Beta Products without theprior written permission of Esri and its licensors; orUse, incorporate, modify, distribute, provide access to, or combine any Esri Offerings in a manner that would subject any Esri Offering to open-source or open-database license terms (e.g. GPL) that require any part ofthe Esri Offering to be subject to additional terms, for example 1. Disclosed in source code form to third parties;2. Licensed to third parties for the purpose of making derivative works; or3. 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 uponwritten notice to Esri. Termination without cause does not entitle Customer to receive any refund of fees paid. Anyright to terminate pending Services engagements for convenience is set forth in the applicable section in the bodyof 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 Agreementfor breach, Esri will stop providing Services. Any licenses in Esri Offerings that survive termination of thisAgreement 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 orconvenience, then Customer may, at its election, also terminate Customer's licenses or subscriptions to EsriOfferings E204-Legal Page 16 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B4244A2-AF58-CIAAFEED136D B.2.3 Upon any termination or expiration of a license or subscription, Customer will a b C. Stop accessing and using the terminated or expired Esri Offerings;Clear any client-side data cache derived from the terminated or expired Cloud Services; andStop using and uninstall, remove, and destroy all copies of the terminated or expired Esri Offerings inCustomer's possession or control, including any modified or merged portions thereof, in any form, andexecute 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 providesadequate assurance of future performance under this Agreement. This Agreement terminates upon theinsolvency, 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 aPerpetual License and for Services runs for 90 days from the date of delivery or from the date of acceptance ifthis Agreement provides an acceptance period. The warranty period for Esri Offerings offered under asubscription or Term License basis runs for the lesser of (i) the duration of the subscription or term or (ii) 90 daysfrom delivery or acceptance if this Agreement provides an acceptance period. B.3.2 Special Disclaimer. Third-Party Content; Data; Samples; hot fixes; patches; updates; OnlineServices provided at no charge; and trial, evaluation, and Beta Products are delivered "as is" and withoutwarranty of any kind. B.3.3 General Disclaimer. Except for the express limited warranties set forth in this Agreement, Esridisclaims all other warranties or conditions of any kind, whether express or implied, including, but notlimited to, warranties or conditions of merchantability, fitness for a particular purpose, andnoninfringement of intellectual property rights. Esri is not responsible for any nonconformities withSpecifications or loss, deletion, modification, or disclosure of Customer Content caused by Customer'smodification of any Esri Offering other than as specified in the Documentation. Esri does not warrant thatEsri 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 physicalproperty or environmental damage. Customer should not follow any navigational route suggestions thatappear to be hazardous, unsafe, or illegal. Any such uses will be at Customer's own risk and cost. B.3.4 Disclaimers. a. b. 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 mightrestrict or prohibit the operation of Cloud Services.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, includingwww.esri.com, developers.arcgis.com, livinqatlas.arcgis.com and www.arcgis.com. Providing links tothird-party websites and resources does not imply an endorsement, affiliation, or sponsorship of anykind B.3.5 Exclusive Remedy. Customer's exclusive remedy and Esri's entire liability for breach of the limitedwarranties 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 refundthe fees paid for Esri Offerings or Services that do not meet Esri's limited warranties. E204-Legal Page 17 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B424+A2-AF58-CIAAFEED136D ARTICLE B.4–LIMITATION OF LIABILITY B.4.1 Disclaimer of Liability. Neither Customer, Esri, nor any Esri authorized distributor or third partylicensor will be liable for any indirect, special, incidental, or consequential damages; lost profits; lostsales; loss of goodwill; costs of procurement of substitute goods or services; or damages exceeding theapplicable license fees, or current subscription fees, or Services fees paid or owed to Esri for the EsriOfferings 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’sinfringement, 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 ofthis 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 enteredinto this Agreement in reliance on the disclaimers and limitations in this Agreement; the fees reflect an allocationof risk that is an essential basis of the bargain between the parties. These limitations will apply whether or nota party is aware of the possibility of any damage and notwithstanding any failure of essential purpose ofany exclusive, limited remedy. B.4.4 The foregoing disclaimers, limitations, and exclusions may be invalid in some jurisdictions and apply only tothe extent permitted by applicable law or regulation in Customer's jurisdiction. Customer may have additionalrights that may not be waived or disclaimed. Esri does not seek to limit Customer's warranty or remedies to anyextent not permitted by law. ARTICLE B.&–INDEMNIFICATIONS B.5.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. b C. d. "Claim" means any claim, action, or demand by a third party."lndemnitees" means Customer and its directors, officers, and employees."Infringement Claim(s)" means any Claim alleging that Customer's use of or access to any Esri Offering orService infringes a patent, copyright, trademark, or trade secret."Loss(esy' means expenditure, damage award, settlement amount, cost, or expense, including awardedattorneys' fees. B.5.2 Infringement Indemnity. a. b. Esri will defend, hold all Indemnitees harmless from, and indemnify any Loss arising out of an InfringementClaim If Esri determines that an Infringement Claim is valid, Esri may, at its expense, either (i) obtain rights forCustomer to continue using the Esri Offerings or Services or (ii) modify the Esri Offerings or Services whilemaintaining substantially similar functionality. If neither alternative is commercially reasonable, Esri mayterminate Customer's right to use the Esri Offerings or Services and will refund any (a) license fees thatCustomer paid for the infringing Esri Offerings or Services acquired under a Perpetual License, prorated on a5-year, straight-line depreciation basis beginning from the initial date of delivery or (b) unused portion of feespaid for Term Licenses, Subscriptions, and Maintenance. Esri has no obligation to defend an Infringement Claim or to indemnify Customer to the extent theInfringement 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 EsriOfferings or Services by anyone other than Esri or its subcontractors; (iii) compliance with Customer'sspecifications; 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. C. B.5.3 General Indemnity. Esri will defend and hold all Indemnitees harmless from, and indemnify any Lossarising out of, any Claim for bodily injury, death, or tangible or real property damage brought against any of theIndemnitees 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. E204-Legal Page 18 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B42'+4A2-AF58-CIAAFEED136D B.5.4 Conditions for Indemnification. As conditions for indemnification, but for those defined as InfringementClaims (see B.5.2 c.), Indemnitee will (i) promptly notify Esri in writing of the Claim, (ii) provide all availabledocuments describing the Claim, (iii) give Esri sole control of the defense of any action and negotiation related tothe defense or settlement of any Claim, and (iv) reasonably cooperate in the defense of the Claim at Esri'srequest and expense B.5.5 This section sets forth the entire obligation of Esri, its authorized distributor, and its third partylicensors regarding any Claim for which Esri must indemnify Customer. ARTICLE B. G–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 damageliability to include the following: 1 2 3 4 5. 6. Premises and operations; Blanket contractual liability;Broad form property damage;Independent contractors; Personal injury, with employee exclusion deleted; andCompleted operations. b. Workers' compensation insurance, with waiver of subrogation, in an amount that complies with statutorylimits ARTICLE B.7–SECURITY AND COMPLIANCE B.7.1 Security. Esri publishes its security capabilities at https://trust.arcgis.com. Customer may give Esripersonnel 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 suchaccess. Esri will use reasonable administrative, technical, and physical safeguards to protect such data and guardagainst 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 shareCustomer 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 atsecuresupport@esri.com for further instruction before providing any Customer Content that requires securitymeasures 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 transmitany Malicious Code to Customer. Esri is not responsible for Malicious Code that Customer introduces to Esri Offerings or that is introduced through Third-Party Content. B.7.3 Export Compliance. Each party will comply with all applicable export and trade sanctions laws andregulations, including the US Department of Commerce's Export Administration Regulations (EAR), the US Department of State's International Traffic in Arms Regulations (ITAFt), the US Department of Treasury, Office ofForeign Assets Control (OFAC) Regulations, and other applicable export laws. Customer will not export, reexport,transfer, release, or otherwise dispose of, in whole or in part, or permit access to or transfer or use of Services orEsri Offerings to any United States embargoed countries currently including Iran, Syria, North Korea, Cuba,Crimea region of Ukraine, the Donetsk People's Republic (DNR) and Luhansk People's Republic (LNFR), or denied entities or persons except in accordance with all then-current applicable US government export laws andregulations. 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, orrevokes Customer's export privileges. Customer will not upload, store, or process in Cloud Services anyCustomer 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 E204-Legal Page 19 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B4241A2-AF58-CIAAFEED136D of any Services or provision of any Esri Offerings is related to any defense article, defense service, or technicaldata, as defined under the ITAR Sections 120.31, 120.32, and 120.33, respectively; Esri will not perform any suchServices or provide any such Esri Offerings until Esri obtains any necessary export license from the USgovernment. 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 availableat https://www.esri.com/en-us/privacy/overview. ARTICLE B.&–CLOUD SERVICES B.8.1 Prohibited Uses. Customer shall not provide Customer Content or otherwise access or use Cloud Servicesin a manner that a. b C. de. f Creates or transmits spam, spoofings, or phishing email or offensive or defamatory material; or stalks ormakes threats of physical harm;Stores or transmits any Malicious Code;Violates any law or regulation; Infringes or misappropriates the rights of any third party;Probes, scans, or tests the vulnerability of Cloud Services or breach any security or authentication measuresused by Cloud Services without written approval from Esri's Product Security Officer; orBenchmarks the availability, performance, or functionality of Cloud Services. B.8.2 Service Interruption. System failures or other events beyond Esri's reasonable control may interruptCustomer’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 notaccess, 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 underthis Agreement, Customer retains all its rights, title, and interest in the Customer Content.If Customer accesses Cloud Services with an application provided by a third party, Esri may discloseCustomer Content to such third party as necessary to enable interoperation between the application, CloudServices. and Customer Content. Esri may disclose Customer Content if required to do so by law or regulation or by order of a court or othergovernment body, in which case Esri will reasonably attempt to limit the scope of disclosure.When Customer's use of Cloud Services ends, Esri will either b. C. d. 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; or2. Download all Customer Content in Esri's possession to a medium of Customer's choosing and deliversuch Customer Content to Customer. Esri will have no further obligations to store or return Customer Content at the conclusion of the CloudServices. B.8.4 Removal of Customer Content. Esri may remove or delete Customer Content if there is reason to believethat uploading Customer Content to or using it with Cloud Services materially violates this Agreement. Ifreasonable 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 thisAgreement and fails to timely cure the breach; (ii) if Esri reasonably believes that Customer's use of CloudServices will subject Esri to immediate liability or adversely affect the integrity, functionality, or usability of theCloud Services; (iii) for scheduled maintenance; (iv) to enjoin a threat or attack on Cloud Services; or (v) if Cloud E204-Lega Page 20 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B42-#+A2-AF58-CIAAFEED136D Services become prohibited by law or regulated to a degree that continuing to provide them would impose acommercial hardship. When feasible, Esri will notify Customer of any Cloud Services suspension beforehand andgive 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 ofCloud Services or removal of Customer Content as described above. B.8.6 Notice to Esri. Customer will promptly notify Esri if Customer becomes aware of any unauthorized use of Customer's subscription or any other breach of security regarding Cloud Services. ARTICLE B.9–GENERAL PROVISIONS B.9.1 Payment. Customer will pay each correct invoice no later than 30 days after receipt and will remit paymentto the address stated on the invoice. Customers outside the United States will pay the authorized distributor's invoices in accordance with the authorized distributor's payment terms. B.9.2 Feedback. Esri may freely use any feedback, suggestions, or requests for Product improvement that Customer provides to Esri. B.9.3 Patents. Customer may not seek, and may not permit any other user to seek, a patent or similar rightworldwide that is based on or incorporates any Products. This express prohibition on patenting will not apply toCustomer's software and technology except to the extent that Products, or any portion thereof, are part of anyclaim 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 isassociated with the performance of Services during the performance of the Services and for a period of 1 yearthereafter. 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 isexclusive 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 anyfees that it is required to pay to the total amount of its invoice to Customer. Esri may include estimated taxes and shipping and handling charges in its quotations but may adjust these fees on invoicing. For Customers outside theUnited States, the authorized distributor may quote taxes or fees in accordance with its own policies. B.9.6 Compliance Review. Customer will keep accurate and complete records and accounts pertaining to its compliance with its obligations under this Agreement. Esri or its authorized distributor may conduct a compliancereview 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 anynoncompliance identified during the compliance review. Neither Esri nor Esri's authorized distributor may conducta compliance review of Customer within 12 months after the conclusion of any prior compliance review that doesnot 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 ofthe 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) suchprovision 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 delegateCustomer'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 respectivesuccessors and assigns of the parties to this Agreement. Notwithstanding, a contractor under contract to thegovernment to deliver Products may assign this Agreement and Products acquired for delivery to its government E204-Lega Page 21 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B4244A2-AF58-CIAAFEED136D 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 authorizeddistributors are not Affiliates of Esri. B.9.10 Survival of Terms. The Glossary of Terms and provisions of the following Articles of these General Termsand Conditions will survive the expiration or termination of this Agreement: "Limited Warranties and Disclaimers,""Limitation of Liability," "lndemnifications," and "General Provisions." B.9.11 US Government Customer. The Products are commercial items, developed at private expense, providedto Customer under this Agreement. If Customer is a US government entity or US government contractor, Esrilicenses or provides subscriptions to Customer in accordance with this Agreement under FARSubparts 12.21 1/12.212 or DFARS Subpart 227.7202. Esri Data and Online Services are licensed or subscribedunder 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 inconsistentwith federal law regulation will not apply. A US government Customer may transfer Software to any of its facilitiesto which it transfers the computer(s) on which it has installed such Software. If any court, arbitrator, or board holdsthat a US government Customer has greater rights to any portion of Products under applicable publicprocurement law, such rights will extend only to the portions affected. ArcGIS Online has been granted FedRAMPtailored low authorization but does not meet higher security requirements including those found inDFARS 252.239-7010. B.9.12 Governing Law. This Agreement is not subject to the United Nations Convention on Contracts for theInternational 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 thisAgreement, excluding their respective choice of law principles. B.9.13 Dispute Resolution. The parties will use the following dispute resolution processes: a. b. C. d. Equitable Relief. Either party will have the right to seek an injunction, specific performance, or otherequitable relief in any court of competent jurisdiction without the requirement of posting a bond or provinginjury as a condition for relief. US Government Agencies. This Agreement is subject to the Contract Disputes Act of 1978, as amended(41 USC 601-613).Other Government Entities. Esri will comply with mandatory dispute resolutions under applicable law. Arbitration. Except as noted above, the parties will submit to binding arbitration to resolve any dispute arisingout of or relating to this Agreement that cannot be settled through negotiation. If Customer is in the UnitedStates or one of its territories or outlying areas, the Commercial Arbitration Rules of the American Arbitration Association will govern the arbitration proceedings. If Customer is outside the United States, the Rules ofArbitration of the International Chamber of Commerce will govern the proceedings. The parties will select asingle arbitrator in accordance with the applicable arbitration rules. The language of the arbitration will beEnglish. Arbitration will be at an agreed-upon location. Either party will, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute. B.9.14 Force Majeure. A party will not be liable for any failure of or delay in the performance of this Agreementfor the period that such failure or delay is due to causes beyond the party's reasonable control. Such causes mayinclude, 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 thisAgreement creates an employer/employee, principal/agent, or joint venture relationship between Esri or itsauthorized 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. E204-Legal Page 22 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B42-+4A2-AF58-CIAAFEED136D B.9.16 Notice. Customer may send notices required under this Agreement to Esri at the following address: Environmental Systems Research Institute, Inc.Ann.: Contracts and Legal Department380 New York Street Redlands. CA 92373-8100USA Tel.: 909-793-2853 Email: LeqatNotices@esri.com E204-Lega Page 23 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B4244A2-AF58-CIAAFEED136D ATrACHMENT CSAMPLE TASK ORDER Esri Agreement No.Task Order No. In accordance with the terms and conditions of the above-referenced Agreement between Environmental SystemsResearch Institute, Inc. ("Esri"), and ("Customer"),("Customer Address"), this Task Order authorizes preparation and provision of the Deliverables described and inaccordance with the terms, schedule, and start/end date(s) specified below. q. Scope of Work'. \As applicable, specifically identify and describe Deliverables including custom code, map data, technical data (including technical assistance) , and the resources to be provided by Customer (includingCustomer-supplied personnel, software, hardware, and digital or hard-copy data) and place of delivery andlocation where technical assistance will be provided.] In addition to the foregoing, Customer agrees that its employees, representatives, and subcontractors willcooperate and communicate with Esri during performance of this Task Order. Without cost to Esri, Customershall provide, allow access to, or assist Esri in obtaining all data Esri requests for performance of this TaskOrder, including, but not limited to, (1) copies of previously prepared reports, maps, plans, surveys, records, and other documents in the control or possession of Customer and (2) copies of ordinances, codes,regulations, or other governmental documents. 2 Contract Type: [Firrn Fixed Price (FFP) or Time and Materials (T&M)I. 3.Total Task Order Value (if FFP) or Not-to-Exceed Value (if T&M): 4.Customer Address for the Receipt of Esri Invoices: 5.Delivery Schedule or Start/End Date(s) for Each Deliverable: 6. Special Considerations: 7.Esri Project Manager: [insert name, telephone, fax, and email addressI Esri Senior Contract Administrator: [insert name, telephone, fax, and email address\Customer Project Manager: [insert name, telephone, fax, and email address\Customer Senior Contract Administrator: [insert name, telephone, fax, and email addressICustomer Accounts Payable Contact: [insert name, telephone, fax, and email address\ ACCEPTED AND AGREED: [sample only–do not siqnl(Customer) ENVIRONMENTAL SYSTEMSRESEARCH INSTITUTE, INC (Esri) Signature: jsample only–do not siqnl Signature: Fsample only–do not siqn1 Printed Name:Printed Name: Title: Date: Title: Date: E204-Legal Page 24 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B4244A2-AF58-CIAAFEED136D ATrACHMENT DTIME AND MATERIALS RATE SCHEDULE See Quotation for Pricing. E204-Legal Page 25 of 25 September 14, 2022 DocuSign Envelope ID: IED5C662-2B4244A2-AF58-CIAAFEED136D Exhibit C Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $565,500. Pricing shall be per ESRI Quotation NoQ-477412 Exhibit A attached. 2. Contract Terms The contract term will be three (3) years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. 3. Standard Addendum to Agreement The agreement between the City of Denton, a Texas home-rule municipal corporation (“City“), and the other party to the agreement (“Vendor”) to which this Standard Addendum to Agreement (this “Addendum”) is attached, is subject to the terms and conditions of this Addendum, which are incorporated for all purposes into the agreement to which they are attached (the “Agreement”). In the event of a conflict between the Agreement and this Addendum, this Addendum shall govern, and no term or condition in subsequent invoices or statements shall serve to modify the terms of this Addendum. Any term or condition of the Agreement that is not superseded by a term or condition of this Addendum shall remain in full force and effect. Payment. In accordance with Chapter 2251 of the Texas Gov’t Code: (a) payment shall be made no later than thirty days following the later of (i) delivery of the goods or services, (ii) performance is complete, or (iii) delivery of an invoice to City; and (b) interest, if any, on past due payments shall accrue and be paid at the maximum rate allowed by law. Invoices and any required supporting documents must be presented to: City of Denton – Purchasing Department,901 B Texas Street, Denton, TX 76201. Tax Exempt. No taxes shall be included in the invoice. City is exempt from the payment of taxes and the purchase order serves as the required exemption certificate for tax exemption. The City will provide other exemption certificates or documentation confirming its tax-exempt status as requested. Governing Law and Venue. The Agreement shall be construed and enforced under and in accordance with the laws of the State of Texas. Public Information. City shall release information in accordance with the Texas Public Information Act, Tex. Gov’t Code Chapter 552, and other applicable law or court orders. If requested, Vendor shall make public information available to City in an electronic format, and any portions of records claimed by the Vendor to be proprietary must be clearly marked as such. Insurance. City is insured for general liability insurance under a self-insurance program covering its limits of liability. The parties agree that such self- insurance by City shall, without further requirement, satisfy all insurance obligations of City under the Agreement. Contract # 8069 DocuSign Envelope iD= IED5C662-2B42-44A2-AF58-CIAAFEED136D Israel Non-Boycott Verification. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor’s signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Foreign Terrorist Organization Prohibition Verification. Section 2252 of the Texas Government Code restricts City from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this Addendum, Vendor certifies that Vendor’s signature provides written verifIcation to City that Vendor, pursuant to Chapter 2252, is not ineligible to enter into this Addendum and will not become ineligible to receive payments under the AgreemeKt by doing business with Iran, Sudan, or a foreign terrorist organization . Failure to meet or maintain the requirements under this provision will beconsidered a material breach. Limitations. City is subject to constitutional and statutory limitations on its ability to enter into certain terms and conditions of the Agreement. City accepts all terms and conditions of the Agreement are valid to the extent not prohibited by the Constitution andthe laws of the State of Texas. Contract # 8069 DocuSign Envelope ID: IED5C662-2B4241A2-AF58-CIAAFEED136D Exhibit DINSURANCE REQUIREMENTS ANDWORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, whichthe successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractorshall provide and maintain throughout the duration of the Contract the insurance coverageas indicated hereinafter. Contractor shall file with the Purchasing Department certificates of insurance includingany applicable addendum or endorsements. Contractor may, upon written request to thePurchasing Department, ask for clarification of any insurance requirements at any time. All insurance policies proposed or obtained in satisfaction of these requirements shallcomply with the following general specifications, and shall be maintained in compliancewith these general specifications throughout the duration of the Contract, : • Each policy shall be issued by a company authorized to do business in the State of Texaswith an A.M. Best Company rating of at least A- or better. • • Liability policies shall meet the following requirements: • The City of Denton, its Officials, Agents, Employees and volunteers shall beadditional insureds.• • Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,employees, and volunteers. • Cancellation: City will receive prompt notice of cancellation or nonrenewal of thepolicy(ies), provided that no such notice is required if ESRI buys a replacementpolicy that ensures continuous coverage and otherwise complies with therequirements of this paragraph. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shalladditionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract: [X]A. General Liability Insurance: General Liability insurance with combined single limits of $2,000,000.00 shall beprovided and maintained by the Contractor. The policy shall be written on an Contract # 8069 DocuSign Envelope ID: IED5C662-2B42-'MA2-AF58-CIAAFEED136D occurrence basis either in a single policy or in a combination of underlying andumbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001) is used: • Coverage A shall include premises, operations, products, and completedoperations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. •Coverage C, medical payments, is not required. [X]Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance,has Employer's Liability limits of $100,000 for each accident, $100,000 by disease per each employee, and a $500,000 policy limit by disease. The City need not be named asan "Additional Insured". Contract # 8069 DocuSign Envelope ID: IED5C662-2B4244A2-AF58-CIAAFEED136D Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. 2 3 4 5 6. Log onto the State Ethics Commission Website at : https://www.ethics. state.tx.us/filinginfo/ 1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day afterCouncil award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Contract # 8069 DocuSign Envelope ID: IED5C662-2B4244A2-AF58-CIAAFEEDl1,;.ePI h 4 + r CONFLICT OF INTEREST QUESTIONNAIRE -For vendor or other person doing business with local governmental enti' This questionnaire reflects changes made to the law by H.B. 23, 84egular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as definedby Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of DentonEthics Code, Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after thIdate the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1 ), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.misdemeanor.a W An offense under this section is a Envlronmenta1 Systems Research Institute, Inc. (ESRI) 2 n Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business dayafter the date on which you became aware that the originally filed questionnaire was incomplete or Inaccurate.) d Name of local government officer about whom the information in this section is being disclosed. None Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code Attach additional pages to this Form CIQ as necessary. A Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?E Yes E] No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity?[: Yes D No C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officeror director, or holds an ownership of one percent or more?n ,”n ~. D.Describe each employment or business and family relationship with the local government officer named in this section. 4 5 Ld I have no Conflict of Interest to disclose. DocuSigned by: fahi Sa yI ePmr 10/28/2022 ;iness with the governmental entity Date DocuSign Envelope ID: IED5C662-2B424+A2-AF58-CIAAFEED136D CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 1 76 ofthe Local Government Code may be found at http://www.statutes.legis.state.u.us/ Docs/LG/htm/LG 176.htm. For easyreference, below are some of the sections cited on this form. Local Government Code $ 176.001{1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of theparties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or localgovernmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,and reporting to, that agency. Local Government Code q 176.003(a){2){A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:(2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds 82,500 during the 12-month period preceding the date that the officer becomes aware that(i) a contract between the local governmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the vaxkn (B) has given to the local govemment oBicer ora family member ofthe officer one or more gifts that have an aggregate value ofmore than $ 100 in the 12-month pehodpreceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code $ 176.006{a) and {a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local govemmcntal entity, or a family memberofthe officer, described by Section 176.003(a)(2)(A): (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local govemmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business dayafter the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or(2) the date the vendor becomes aware (A) of an employment or other business relationship with a local govemment officer, or a family member of the officer,described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government cHeer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3d degree of affinity {marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right4f-way or other real property interests for public use, Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars (850.00) per gift, or multiple gin cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282, – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. ’orm provided by Texas Ethics Commission www. ethics .state . tx . us Revised 11/30/2015 [kxnSign Certificate Of Completion Envelope Id: 1 ED5C6622B4244A2AF58CIAAFEED136D Subject: Please DocuSign: City Council Contract 8069 - Enterprise GIS Solution Source Envelope: Status: Completed Document Pages: 48 Certificate Pages: 7 AutoNav: Enabled Signatures: 6 Initials: 1 Envelope Originator: Cori Power 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.10 Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original10/20/2022 1 :06:24 PM Holder: Cori Power cori .power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Sent: 10/20/2022 1 :22:57 PM Viewed: 10/20/2022 1 :23:41 PM Signed: 10/20/2022 1 :26:27 PM Cori Power cori.power@cityofdenton.com Senior Buyer Completed City of Denton Using IP Address: 198.49.140.10 Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 10/20/2022 1 :26:31 PM Viewed: 10/20/2022 3:35:32 PM Signed: 10/20/2022 4:10:04 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication(None) Sent: 10/20/2022 4:10:09 PM Viewed: 10/20/2022 5:29:24 PM Signed: 10/21/2022 10:07:48 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Tamisa Greening tgreening@esri.com Managing Attorney, Contracts & Legal Security Level: Email, Account Authentication(None) 'DocuSlgn•d by I taMa auaihgOB6A1504A32C43A. Sent: 10/21/2022 10:07:52 AM Resent: 10/26/2022 12:55:07 PM Resent: 10/28/2022 10:10:27 AM Resent: 10/28/2022 10:32:09 AM Viewed: 10/28/2022 11 :09:27 AM Signed: 10/28/2022 1 1 :20:02 AM Signature Adoption: Pre-selected Style Using IP Address: 47.153.120.206 Electronic Record and Signature Disclosure:Accepted: 10/21/2022 2:26:14 PMID: ce8e2262-cf3741 22-84d9-9456056459b1 Signer Events Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signature Timestamp Sent: 10/28/2022 11 :20:08 AM Viewed: 10/28/2022 12:53:37 PM Signed: 10/28/2022 12:53:48 PM Completed Using IP Address: 198.49.140.10 Leisha Meine Leisha.Meine@cityofdenton.com Chief Technology Officer City of Denton Security Level: Email, Account Authentication(None) 'DocuSlgnad by: I alla babu ,D60D157ADABC4D5 Sent: 10/28/2022 11 :20:08 AM Viewed: 10/28/2022 11 :36:18 AM Signed: 10/28/2022 1 1 :36:41 AM Signature Adoption: Pre-selected Style Using IP Address: 47.188.228.246 Electronic Record and Signature Disclosure:Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 10/28/2022 12:53:55 PM Viewed: 11/1 6/2022 9:24:05 AM Signed: 11/16/2022 9:24:14 AMUsing IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 11/16/2022 9:24:19 AM Viewed: 11/1 6/2022 9:26:01 AM Signed: 11/16/2022 9:26:17 AM Signature Adoption: Pre-selected Style Using IP Address: 107.77.198.132 Signed using mobile Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) Sent: 11/16/2022 9:26:25 AM Viewed: 11/16/2022 4:38:55 PM Signed: 11/16/2022 4:39:17 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 11/1 6/2022 4:38:55 PMID: 6cf51e58-38174697-b276-1 c38def37cdd In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Status Timestamp Certified Delivery Events Timestamp Carbon Copy Events Status Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Status Timestamp Sent: 10/20/2022 1 :26:31 PM Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 10/28/2022 12:53:53 PM Viewed: 10/28/2022 1 :08:31 PM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 11/16/2022 4:39:23 PM Viewed: 11/17/2022 10:19:41 AM Kevin Babcock Kevin.Babcock@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 10/1 3/2022 11:13:49 AMID: ae5f0556-labl“+756-8d43-0a487827bfb7 Sent: 11/16/2022 4:39:27 PM Viewed: 11/1 6/2022 1 1:14:40 PM Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 11/16/2022 4:39:30 PM Drew Allen drew.allen@cityafdenton.com Sr. Mgr, Enterprise Applications City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 11/16/2022 4:39:34 PM James Ayodele jayodele@esri.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 11/16/2022 4:39:37 PM Viewed: 11/16/2022 4:45:21 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 10/20/2022 1 :22:57 PM 11/16/2022 4:38:55 PM 11/16/2022 4:39:17 PM 11/1 6/2022 4:39:37 PM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Tamisa Greening, Rosa Rios, Kevin Babcock ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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