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23- Task Order 2 - ESRI - GIS Implementation Services
Task Order No. 2 (00316116.0) issued under MPA No. 00221730.0 00316116.0 (TO 2)/NKS Page 1 of 6 11 January 2023 MPA# 00221730.0 In accordance with the terms and conditions of the above-referenced Agreement between Environmental Systems Research Institute, Inc. ("Esri"), and State of Montana, City of Bozeman (“Licensee”) this Task Order authorizes preparation and provision of the Scope of Work described and in accordance with the terms, schedule, and start/end date(s) specified below. 1. Scope of Work: Esri shall provide the Services specified in Exhibit 1, which is attached hereto and incorporated by this reference. In addition to the foregoing, Customer agrees that its employees, representatives, and subcontractors will cooperate and communicate with Esri during performance of this Task Order. Without cost to Esri, Customer shall provide, allow access to, or assist Esri in obtaining all data Esri requests for performance of this Task Order, 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: Time and Materials 3. Task Not-to-Exceed Value: $28,428. See Exhibit 2 – Pricing, which is attached hereto and incorporated herein by this reference. 4. Customer Address for the Receipt of Esri Invoices: City of Bozeman Strategic Services/GIS Department P.O. Box 1230 Bozeman, MT 59771 5. Period of Performance: The services defined in this Task Order shall expire June 30, 2023. 6. Special Considerations: N/A 7. Esri Project Manager: Christine Ma | 909-283-2708 | cma@esri.com Esri Senior Contract Administrator: Noelle Santos | 909-369-5323 ext. 5323 | nsantos@esri.com Customer Project Manager: Gail Jorgenson, 406-582-2972, gjorgenson@bozeman.net Customer Senior Contract Administrator: Jon Henderson, 406-582-22502, Jon.Henderson@bozeman.net ACCEPTED AND AGREED: ENVIRONMENTAL SYSTEMS City of Bozeman, State of Montana RESEARCH INSTITUTE, INC. (Licensee) (Esri) Signature: Signature: Printed Name: Printed Name: Title: Title: Date: Date: DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Contracts Manager-Professional Svcs John Perry 1/25/20231/25/2023 City Manager Jeff Mihelich 00316116.0 (TO 2)/NKS Page 2 of 7 11 January 2023 MPA# 00221730.0 Exhibit 1 to Task Order No. 2 Esri Master Purchase Agreement No. 00221730.0 Scope of Services Activity 1 ArcGIS Urban Application Deployment Esri will provide up to 67 hours of remote consulting services to assist the City with preparing the necessary data sets for one focused pilot area (e.g., corridor plan, area plan, neighborhood plan, or transit-oriented development plan, etc.), publishing these datasets to the City’s existing ArcGIS Online Organization and configuring the City specific ArcGIS Urban instance. It is anticipated that consulting services will include the following topics: • Remote kickoff meeting to review and discuss goals and source data • Data preparation • ArcGIS Urban application deployment • Scenario configuration Activity 1.1 IOC Kickoff Esri will lead a kickoff meeting with the City staff to introduce the team and to review and discuss IOC goals, schedule, the focused pilot area, and source data (a summary of required source data is available in Appendix A). The kickoff meeting will be hosted remotely by our Redlands, CA staff. Esri will provide a Microsoft PowerPoint presentation of the goals and associated activities to guide the kickoff meeting discussion. Activity 1.2 Data Preparation Esri will support the City with specific ArcGIS Urban workflows and preparation of the source data provided by the City and requested during the IOC kickoff. The prepared data will then be published as feature services to the City’s ArcGIS Online Organization enabling these services to be consumed and edited by ArcGIS Urban once it has been deployed. It is anticipated the following data preparation steps will be performed by Esri: • Download latest ArcGIS Urban data model • Re-project data to appropriate coordinate system • Parcel geometries cleanup using geoprocessing tools (repair geometry, generalize, multipart to single part, etc.) • Assign standard road classification to centerlines • Assign parcel edge information • Support interpretation of zoning code parameters (e.g., FAR, setbacks, heights, coverage) • Support interpretation of land use parameters (e.g., FAR, heights, coverage, net area factor) DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 00316116.0 (TO 2)/NKS Page 3 of 7 11 January 2023 MPA# 00221730.0 • Load parcel, zoning, project, plan and indicator geometries and attributes into the ArcGIS Urban data model • Publish loaded layers as feature services to the City’s ArcGIS Online Organization Activity 1.3 ArcGIS Urban Application Deployment Once all necessary feature services are published, Esri will support the following ArcGIS Urban deployment tasks: • Populate ArcGIS Urban configuration tables to read to the previously published services, including previously created services for existing 3D buildings. • Configure ArcGIS Online permissions enabling specified groups and accounts to access the ArcGIS Urban web application. • Configure the plan area, focused project and custom indicator identified during the kickoff meeting and deployed to ArcGIS Urban. Esri anticipates configuration may include tasks such as adding descriptions, URL links, charts, etc. to the deployed features using the web-based interface. Activity 1.4 Scenario Configuration Upon completion of ArcGIS Urban deployment, Esri will assist the City to create 1 Zoning plan or 1 Land Use plan with up to 2 scenarios for each plan based on input gathered during the kickoff meeting and within a mutually agreed focused pilot area. These scenarios should represent planning alternatives such as a business-as-usual scenario or a proposed development scenario that can be used for visualizing and comparing existing and proposed zoning intensities (FAR, maximum height, lot coverage), setbacks and allowed uses in parcels. In the case of the Land Use plan these scenarios could represent existing Land Use and proposed future Land Use. This activity will be supported remotely from Esri’s offices. The Esri consultant(s) will work with direction from the City’s technical staff and management. Activity 2 ArcGIS Urban Workshop Esri will provide up to 20 hours of remote consulting services including preparation to organize a virtual training for the City’s staff on the use of ArcGIS Urban application. This knowledge transfer workshop includes: 1. An introduction to ArcGIS Urban 2. Deployment of ArcGIS Urban DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 00316116.0 (TO 2)/NKS Page 4 of 7 11 January 2023 MPA# 00221730.0 During this remote workshop, Esri will conduct follow-along demos and exercises of the application to familiarize the City’s staff with ArcGIS Urban features and functionality. The workshop will cover topics on how to add 3D models of development projects and evaluate zoning-based development potential for any parcel within a study area. It will also cover how ArcGIS Urban helps quickly reveal capacity for additional growth, locations likely to support this growth, and potential impacts of policy changes. The workshop will also cover ArcGIS Urban Deployment via Urban Manager and the Deployment Validation Process as well as some ArcGIS Urban advanced topics. Esri anticipates that 1 consultant will support this activity. The Esri consultant will work with direction from the City’s technical staff and management. Following the training, remaining hours if any, can be used for remote, ad-hoc services via telephone, e-mail, and/or webcast. Activity 3 ArcGIS CityEngine Workshop Esri will provide up to 16 hours of remote consulting services including preparation to organize a virtual training for the City’s staff on the use of ArcGIS CityEngine and its default rule library (e.g. styles, materials, complement street assets). This knowledge transfer workshop includes: 1. An introduction to ArcGIS CityEngine 2. ArcGIS Urban and ArcGIS CityEngine Integration Workflows Esri anticipates that 1 consultant will support this activity. The Esri consultant will work with direction from the City’s technical staff and management. Following the training, remaining hours if any, can be used for remote, ad-hoc services via telephone, e-mail, and/or webcast. Esri Responsibilities • Provide up to 103 hours of consulting services as described above. City’s Responsibilities Communicate consulting needs and priorities to the Esri consultant. • Provide the Esri consultant with access to the City’s data and system environment, as necessary. • Acquire necessary Esri software licenses prior to Activity 1 commencing. (Software licenses are not included in this proposal). Acquire at a minimum ArcGIS Online Creator-level named user account and ArcGIS Urban licenses for all workshop attendees. • ArcGIS Urban application will be deployed to the City’s ArcGIS Online organization account. • Provide remote workshop participants with workstations that meet or exceed the recommended system requirements outlined at: https://doc.arcgis.com/en/urban/get- started/get-started-system-requirement.htm. DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 00316116.0 (TO 2)/NKS Page 5 of 7 11 January 2023 MPA# 00221730.0 • Coordinate and ensure the participation of appropriate City staff members. • Each participant’s workstation must be configured with a headset and web camera for the remote workshops. • Prepare and publish data sets in the formats list in Appendix A – “ArcGIS Urban IOC Required Datasets” prior to the start of Activity 1. Assumptions • Esri will provide guidance and support (e.g., templates, examples, and review meetings) as the customer completes the interpretation of their zoning code into ArcGIS Urban's data model. The interpreted zoning is not intended for legal purposes. • Activity 1 will cover 1 focus pilot area within the City. • There is a limit of no more than 12 workshop participants for Activities 2 & 3. • Topics outside the Scope of Services above include but are not limited to ArcGIS Online setup and configuration, publishing and sharing using Portal for ArcGIS, and ArcGIS CityEngine rule customization. • Esri will only leverage ArcGIS CityEngine default rule library and assets. • All work will be performed on the latest version of Esri products, unless otherwise specified in the scope of work. • Existing errors in data will not be corrected by Esri as part of any data upload. • Pricing assumes all consulting services will be provided remotely from Esri’s offices during Esri’s normal business hours (5:00 a.m. and 5:00 p.m. Pacific time, Monday through Friday, excluding Esri holidays) and no travel will be required of the Esri consultant. • Remote support will be provided during the standard Esri working hours of Monday- Friday, 9 AM – 5 PM Pacific Standard Time. • Remote support will be conducted via email, telephone, and webcast. • Esri will not be responsible for data clean-up, if needed. • Consulting support is limited to Esri commercial-off-the-shelf (COTS) software, and will not include any non-Esri-based systems. DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 00316116.0 (TO 2)/NKS Page 6 of 7 11 January 2023 MPA# 00221730.0 Appendix A – ArcGIS Urban IOC Required Datasets Urban Component Dataset Format Description Context Existing Buildings (optional) Scene Service with associated Feature Service A scene service published to ArcGIS Online for existing 3D buildings. In order to support ArcGIS Urban masking functionality, this scene service must also have an associated feature service. Context Information Web Scene A web scene containing any additional layers that may help with providing additional context information in ArcGIS Urban (e.g. trees, planimetric data, administrative boundaries, neighborhood boundaries, TAZs, points of interest). Indicators Indicator Feature Service In ArcGIS Urban, Indicators are used to help inform your planning decisions. An indicator dataset typically show numeric values from counts, sums or summary statistics (e.g. population projections, green space, population density, etc.). Plans Parcels Polygon feature class or shapefile All parcels in your local coordinate system. The data will be generalized, geometries will be repaired, and z coordinates will be added using Esri’s World Elevation Service. Capacity Indicators Table Existing condition information about population, number of households and jobs. Must include link to parcels (e.g. PIN) Street Centerlines Line feature class or shapefile All Street Centerlines in your local coordinate system with road class information. Zoning Boundaries Polygon feature class or shapefile Polygon layer of zoning boundaries within plan area selected for IOC. Zoning Parameters Table / PDF Table and/or PDF containing the information pertaining to each zoning code like FAR, max height, lot coverage, setbacks, etc. Zoning Overlay Boundaries Polygon feature class or shapefile Polygon layer of the zoning overlay boundary selected for the IOC. Zoning Overlay Parameters Table / PDF Table and/or PDF containing the information pertaining to the zoning overlay boundary selected for IOC (e.g. coverage, FAR, max height, setbacks, DUA, etc.) and the method of override (replace, add, subtract) Plan Area Boundary Polygon feature class or shapefile Please provide a polygon layer defining the extent of the plan area boundary selected for the IOC. Plan Details Documents Additional materials that help to inform the public about the plan (e.g. text, images, charts, web page links, etc.). Projects Projects Polygon feature class or shapefile Locations of known development projects. Each project should be represented as a polygon defining the extent of the project area and should include a project name and status. Project Details Documents Additional materials that help to inform the public about the project (e.g. text, images, charts, web page links, etc.). Buildings (optional) Scene Service 3D model of a development project. Needs to be published to ArcGIS Online as a 3D Object Scene Layer and at the correct geographic location. DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 00316116.0 (TO 2)/NKS Page 7 of 7 11 January 2023 MPA# 00221730.0 Exhibit 2 to Task Order No. 2 Esri Master Purchase Agreement No. 00221730.0 Pricing The total Not-to-Exceed (NTE) price for this Task Order is $28,428. The table(s) below provide a summary of pricing by activity. Price by Activity Activity Description Total (USD) ArcGIS Urban Application Deployment & ArcGIS Urban Workshop $24,012 ArcGIS CityEngine Workshop $4,416 Total Not-to-Exceed Price $28,428 *Note: Esri reservices the right to re-allocate the project funding between Scope of Work activities, as necessary to facilitate the work effort, provided the overall contract price is not exceeded. DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 December 1, 2022 ArcGIS Urban Initial Operating Capability Prepared for: Jon Henderson City of Bozeman 20 E Olive St Bozeman, MT 59715 Esri Quote Number: P012824 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 P012824 – City of Bozeman – ArcGIS Urban IOC 1 December 1, 2022 Introduction: The City of Bozeman, MT (City) has requested Environmental Systems Research Institute, Inc. (Esri) Professional Services to provide consulting services for preparing data and deploying ArcGIS Urban to support an initial operating capability (IOC) for a planning solution. Many cities today are experiencing massive challenges managing and responding to growing populations and the demands related to public and private capital expenditure on new development and infrastructure. ArcGIS Urban provides a set of tools to orchestrate the urban development lifecycle. ArcGIS Urban is a system of web-based and desktop tools to create and manage plans and projects, engage with community stakeholders, and assist with decision making. Esri will support the City with implementing the IOC for a planning solution using ArcGIS Urban by assisting the City to: • Prepare the necessary datasets, publishing these datasets to the City’s ArcGIS Online Organization and configuring the City -specific ArcGIS Urban instance. • Configure two example scenarios for a focused pilot area (e.g., corridor plan, area plan, neighborhood plan, or transit-oriented development plan, etc.) • Build in-house capabilities for getting started with ArcGIS Urban including how to navigate and configure ArcGIS Urban, add new Plans, Projects, custom Indicators and Ideas, how to make ArcGIS Urban accessible to the public and utilize Overview vs. Designer mode capabilities. • Build in-house capabilities for deploying, extending, and maintaining ArcGIS Urban datasets. This IOC foundation will allow the City to start conducting meaningful planning tasks while also positioning the City to expand their data and enable more advanced business workflows in the future. The quote below describes the scope of services, schedule, pricing, terms and conditions, and purchasing instructions. Scope of Services: Activity 1 ArcGIS Urban Application Deployment Esri will provide up to 67 hours of remote consulting services to assist the City with preparing the necessary data sets for one focused pilot area (e.g., corridor plan, area plan, neighborhood plan, or transit-oriented development plan, etc.), publishing these datasets to the City’s existing ArcGIS Online Organization and configuring the City specific ArcGIS Urban instance. It is anticipated that consulting services will include the following topics: DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 P012824 – City of Bozeman – ArcGIS Urban IOC 2 December 1, 2022 • Remote kickoff meeting to review and discuss goals and source data • Data preparation • ArcGIS Urban application deployment • Scenario configuration Activity 1.1 IOC Kickoff Esri will lead a kickoff meeting with the City staff to introduce the team and to review and discuss IOC goals, schedule, the focused pilot area, and source data (a summary of required source data is available in Appendix A). The kickoff meeting will be hosted remotely by our Redlands, CA staff. Esri will provide a Microsoft PowerPoint presentation of the goals and associated activities to guide the kickoff meeting discussion. Activity 1.2 Data Preparation Esri will support the City with specific ArcGIS Urban workflows and preparation of the source data provided by the City and requested during the IOC kickoff. The prepared data will then be published as feature services to the City’s ArcGIS Online Organization enabling these services to be consumed and edited by ArcGIS Urban once it has been deployed. It is anticipated the following data preparation steps will be performed by Esri: • Download latest ArcGIS Urban data model • Re-project data to appropriate coordinate system • Parcel geometries cleanup using geoprocessing tools (repair geometry, generalize, multipart to single part, etc.) • Assign standard road classification to centerlines • Assign parcel edge information • Support interpretation of zoning code parameters (e.g., FAR, setbacks, heights, coverage) • Support interpretation of land use parameters (e.g., FAR, heights, coverage, net area factor) • Load parcel, zoning, project, plan and indicator geometries and attributes into the ArcGIS Urban data model • Publish loaded layers as feature services to the City’s ArcGIS Online Organization Activity 1.3 ArcGIS Urban Application Deployment Once all necessary feature services are published, Esri will support the following ArcGIS Urban deployment tasks: • Populate ArcGIS Urban configuration tables to read to the previously published services, including previously created services for existing 3D buildings. DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 P012824 – City of Bozeman – ArcGIS Urban IOC 3 December 1, 2022 • Configure ArcGIS Online permissions enabling specified groups and accounts to access the ArcGIS Urban web application. • Configure the plan area, focused project and custom indicator identified during the kickoff meeting and deployed to ArcGIS Urban. Esri anticipates configuration may include tasks such as adding descriptions, URL links, charts, etc. to the deployed features using the web-based interface. Activity 1.4 Scenario Configuration Upon completion of ArcGIS Urban deployment, Esri will assist the City to create 1 Zoning plan or 1 Land Use plan with up to 2 scenarios for each plan based on input gathered during the kickoff meeting and within a mutually agreed focused pilot area. These scenarios should represent planning alternatives such as a business-as-usual scenario or a proposed development scenario that can be used for visualizing and comparing existing and proposed zoning intensities (FAR, maximum height, lot coverage), setbacks and allowed uses in parcels. In the case of the Land Use plan these scenarios could represent existing Land Use and proposed future Land Use. This activity will be supported remotely from Esri’s offices. The Esri consultant(s) will work with direction from the City’s technical staff and management. Activity 2 ArcGIS Urban Workshop Esri will provide up to 20 hours of remote consulting services including preparation to organize a virtual training for the City’s staff on the use of ArcGIS Urban application. This knowledge transfer workshop includes: 1. An introduction to ArcGIS Urban 2. Deployment of ArcGIS Urban During this remote workshop, Esri will conduct follow-along demos and exercises of the application to familiarize the City’s staff with ArcGIS Urban features and functionality. The workshop will cover topics on how to add 3D models of development projects and evaluate zoning-based development potential for any parcel within a study area. It will also cover how ArcGIS Urban helps quickly reveal capacity for additional growth, locations likely to support this growth, and potential impacts of policy changes. The workshop will also cover ArcGIS Urban Deployment via Urban Manager and the Deployment Validation Process as well as some ArcGIS Urban advanced topics. Esri anticipates that 1 consultant will support this activity. The Esri consultant will work with direction from the City’s technical staff and management. Following the training, remaining hours if any, can be used for remote, ad-hoc services via telephone, e-mail, and/or webcast. DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 P012824 – City of Bozeman – ArcGIS Urban IOC 4 December 1, 2022 Activity 3 ArcGIS CityEngine Workshop (Optional) Esri will provide up to 16 hours of remote consulting services including preparation to organize a virtual training for the City’s staff on the use of ArcGIS CityEngine and its default rule library (e.g. styles, materials, complement street assets). This knowledge transfer workshop includes: 1. An introduction to ArcGIS CityEngine 2. ArcGIS Urban and ArcGIS CityEngine Integration Workflows Esri anticipates that 1 consultant will support this activity. The Esri consultant will work with direction from the City’s technical staff and management. Following the training, remaining hours if any, can be used for remote, ad-hoc services via telephone, e-mail, and/or webcast. Esri Responsibilities • Provide up to 103 hours of consulting services as described above. City’s Responsibilities • Communicate consulting needs and priorities to the Esri consultant. • Provide the Esri consultant with access to the City’s data and system environment, as necessary. • Acquire necessary Esri software licenses prior to Activity 1 commencing. (Software licenses are not included in this proposal). Acquire at a minimum ArcGIS Online Creator-level named user account and ArcGIS Urban licenses for all workshop attendees. • ArcGIS Urban application will be deployed to the City’s ArcGIS Online organization account. • Provide remote workshop participants with workstations that meet or exceed the recommended system requirements outlined at: https://doc.arcgis.com/en/urban/get- started/get-started-system-requirement.htm. • Coordinate and ensure the participation of appropriate City staff members. • Each participant’s workstation must be configured with a headset and web camera for the remote workshops. • Prepare and publish data sets in the formats list in Appendix A – “ArcGIS Urban IOC Required Datasets” prior to the start of Activity 1. Assumptions • Esri will provide guidance and support (e.g., templates, examples, and review meetings) as the customer completes the interpretation of their zoning code into ArcGIS Urban's data model. The interpreted zoning is not intended for legal purposes. • Activity 1 will cover 1 focus pilot area within the City. DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 P012824 – City of Bozeman – ArcGIS Urban IOC 5 December 1, 2022 • There is a limit of no more than 12 workshop participants for Activities 2 & 3. • Topics outside the Scope of Services above include but are not limited to ArcGIS Online setup and configuration, publishing and sharing using Portal for ArcGIS, and ArcGIS CityEngine rule customization. • Esri will only leverage ArcGIS CityEngine default rule library and assets. • All work will be performed on the latest version of Esri products, unless otherwise specified in the scope of work. • Existing errors in data will not be corrected by Esri as part of any data upload. • Pricing assumes all consulting services will be provided remotely from Esri’s offices during Esri’s normal business hours (5:00 a.m. and 5:00 p.m. Pacific time, Monday through Friday, excluding Esri holidays) and no travel will be required of the Esri consultant. • Remote support will be provided during the standard Esri working hours of Monday- Friday, 9 AM – 5 PM Pacific Standard Time. • Remote support will be conducted via email, telephone, and webcast. • Esri will not be responsible for data clean-up, if needed. • Consulting support is limited to Esri commercial-off-the-shelf (COTS) software, and will not include any non-Esri-based systems. Schedule: The schedule will be mutually agreed upon between the City and Esri within 10 days after contract award with anticipated end date of June 30, 2023. Pricing: The pricing provided below has been estimated based upon an anticipated award of a Time-and- Materials (T&M) contract. The required labor hours, including preparation time, have been estimated based upon prior experience with work of a similar nature. The total not-to-exceed (NTE) price for the quoted Scope of Services is $28,428. This price is exclusive of any applicable federal, state and/or local taxes for which Esri may collect and the City shall remain responsible. Esri anticipates using staff from the Technology Consultant/Engineer (S1) labor category; however, depending on the level of expertise required to perform certain activities during this engagement, Esri may be required to utilize other Esri staff members with a different skill-set and labor category. DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 P012824 – City of Bozeman – ArcGIS Urban IOC 6 December 1, 2022 Price by Activity Activity Description Total (USD) ArcGIS Urban Application Deployment & ArcGIS Urban Workshop $24,012 ArcGIS CityEngine Workshop (Optional) $4,416 Total Not-to-Exceed Price $28,428 T&M consulting services will be conducted under the following conditions: • In the event Esri completes the Scope of Services for less than the NTE budget, the City will only be invoiced for the actual hours expended plus ODCs. • In the event Esri reaches the NTE budget limit before the Scope of Services is completed, the City will have the option to either (a) increase the contract funding in order to allow the work to continue; or (b) instruct Esri to stop work. If the City chooses to stop work, Esri will do so without liability. • Esri reserves the right to reallocate the project funding between Scope of Services activities and/or ODCs, as necessary to facilitate the work effort, provided the overall contract price is not exceeded. All work will be accomplished in accordance with the Scope of Services with the deliverable being consulting time. If additional work is requested by the City in writing beyond the scope of this quote, Esri will provide an updated quote. Esri will perform and invoice Services on a time and materials basis using the labor categories and rates specified for the performance period. Labor will be invoiced on a monthly basis for actual hours expended during the previous month. Other direct costs (ODCs) will include a fifteen percent (15%) burden. Invoices are to be paid within 30 days of receipt. This quote is valid for a period of 90 days from the submittal date above. Terms and Conditions: By purchasing these services, the customer agrees to the terms and conditions contained in the State of Montana Master Purchase Agreement (Esri Agreement #00221730.0 formerly 2004MPA3427) between Esri and City effective 28 October 2005 (hereinafter referred to as the “Agreement”). DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 P012824 – City of Bozeman – ArcGIS Urban IOC 7 December 1, 2022 Purchasing: To order these services as quoted, please notify Alex Muñoz of the contract award using the information provided below. Thereafter, Alex Muñoz will engage Esri's Contract Administrator to draft the necessary T&M Task Order issued under the existing Agreement, in accordance with the details of this quote. When we receive these completed documents, Esri will contact you to discuss staff assignment and schedule. We look forward to supporting you. Contact: Alex Muñoz Esri Professional Services 380 New York Street Redlands, CA 92373 (909) 793-2853 x1597 amunoz@esri.com www.esri.com DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 P012824 – City of Bozeman – ArcGIS Urban IOC 8 December 1, 2022 Appendix A – ArcGIS Urban IOC Required Datasets Urban Component Dataset Format Description Context Existing Buildings (optional) Scene Service with associated Feature Service A scene service published to ArcGIS Online for existing 3D buildings. In order to support ArcGIS Urban masking functionality, this scene service must also have an associated feature service. Context Information Web Scene A web scene containing any additional layers that may help with providing additional context information in ArcGIS Urban (e.g. trees, planimetric data, administrative boundaries, neighborhood boundaries, TAZs, points of interest). Indicators Indicator Feature Service In ArcGIS Urban, Indicators are used to help inform your planning decisions. An indicator dataset typically show numeric values from counts, sums or summary statistics (e.g. population projections, green space, population density, etc.). Plans Parcels Polygon feature class or shapefile All parcels in your local coordinate system. The data will be generalized, geometries will be repaired, and z coordinates will be added using Esri’s World Elevation Service. Capacity Indicators Table Existing condition information about population, number of households and jobs. Must include link to parcels (e.g. PIN) Street Centerlines Line feature class or shapefile All Street Centerlines in your local coordinate system with road class information. Zoning Boundaries Polygon feature class or shapefile Polygon layer of zoning boundaries within plan area selected for IOC. Zoning Parameters Table / PDF Table and/or PDF containing the information pertaining to each zoning code like FAR, max height, lot coverage, setbacks, etc. Zoning Overlay Boundaries Polygon feature class or shapefile Polygon layer of the zoning overlay boundary selected for the IOC. Zoning Overlay Parameters Table / PDF Table and/or PDF containing the information pertaining to the zoning overlay boundary selected for IOC (e.g. coverage, FAR, max height, setbacks, DUA, etc.) and the method of override (replace, add, subtract) Plan Area Boundary Polygon feature class or shapefile Please provide a polygon layer defining the extent of the plan area boundary selected for the IOC. Plan Details Documents Additional materials that help to inform the public about the plan (e.g. text, images, charts, web page links, etc.). Projects Projects Polygon feature class or shapefile Locations of known development projects. Each project should be represented as a polygon defining the extent of the project area and should include a project name and status. Project Details Documents Additional materials that help to inform the public about the project (e.g. text, images, charts, web page links, etc.). Buildings (optional) Scene Service 3D model of a development project. Needs to be published to ArcGIS Online as a 3D Object Scene Layer and at the correct geographic location. DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 J7265 2022 1 September 2022 TIME AND MATERIALS RATE SCHEDULE Effective January 1, 2023 Hourly time and materials labor category descriptions and rates have been provided for each labor category for calendar year 2023. The hourly labor rates for services that are performed after 2023 may be escalated in an amount not to exceed five percent (5%) each year. Other direct costs, such as travel, reproduction, subcontractor, telecommunication/freight, or materials, will be charged a material handling fee and invoiced. Technology Consultant/Engineer (S1) Staff members in this labor category provide day-to-day technology consulting, troubleshooting, and engineering services on many aspects of project implementation. These projects include COTS software configuration, custom software development, database consulting, training development and delivery, technical documentation, and other technology consulting and engineering services. Individuals in this category have specialized skills and experience with a variety of technologies that can be applied to a broad spectrum of assignments. Senior Technology Consultant/Engineer (S2) Staff members in this labor category provide strategic technology consulting and engineering services across project implementation. These staff may provide technical leadership services, architecture and design services, as well as training development and delivery for small to moderately complex solutions. Individuals in this category have higher-level specialized skills and experience with a variety of technologies that can be applied to a broad spectrum of assignments. Principal Technology Consultant/Engineer (S3) Staff members in this labor category work as technical leads and/or senior technical advisers, providing technology vision, solution architecture, and strategic technology consulting for projects of all sizes and scopes. These staff may provide strategic technology design & planning, oversight of technical implementation activities, solution architecture and database design, system integration, and other technology training, consulting, and engineering services. Individuals in this category have advanced, diverse, and specialized skills and experience with a variety of technologies that can be applied to a broad spectrum of complex assignments. Staff members in this labor category work with senior client staff in coordination with Esri senior management to resolve issues and support a successful project completion. Consultant/Project Manager (M1) Staff members in this labor category provide day-to-day consulting for and management of many aspects of GIS and related technology projects. The scope of these projects may include database development and administration, training, technical support, business process design and development, definition of work plans, project management of technical and contractual deliverables, and ad hoc consulting. For DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 J7265 2022 2 September 2022 complex projects, these individuals may team with senior staff to develop comprehensive work plans that address risk, schedule, and budget management and provide the framework for project implementation. Senior Consultant/Project Manager (M2) Staff members in this labor category provide strategic consulting and management services for complex GIS and related technology projects. These staff members have market/application domain expertise with extensive experience in various technologies required to support the successful completion of a project. Consulting activities may include strategic planning, implementation of change management methodologies and system integration, and training, as well as project management oversight of project deliverables and subcontractors. These individuals may also design comprehensive work plans that address risk, schedule, and budget management and provide the framework for project implementation. Principal Consultant/Program Manager (M3) Staff members in this labor category work as program directors or project advisers, providing project vision, strategic consulting, and program management activities for GIS and related technology projects. Consulting activities may include strategic planning, oversight of requirements definitions, application and database design, system integration, curriculum development and help desk system architecture. Management activities may include providing oversight on defining program requirements and objectives, establishing budgets and schedules, as well as allocating staff and other resourcing activities. Technology Support Specialist (DB) Staff members in this labor category work in professional entry-level roles to support definable activities of larger technology projects. Working with technical and management leads and mentors, these staff provide support to technology projects as assigned. DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 J7265 2022 3 September 2022 Current Rates by Labor Category Labor Category Rate Technology Consultant/Engineer (S1) $276 Senior Technology Consultant/Engineer (S2) $358 Principal Technology Consultant/Engineer (S3) $438 Consultant/Project Manager (M1) $334 Senior Consultant/Project Manager (M2) $423 Principal Consultant/Program Manager (M3) $556 Technology Support Specialist (DB) $232 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Copyright © 2022 Esri All rights reserved. Printed in the United States of America. Notice of Proprietary Information: The information in the attached document is proprietary to Esri and contains commercial or financial information or trade secrets that are confidential and exempt from disclosure to the public under the Freedom of Information Act. This information shall not be disclosed outside of Customer’s organization (except for consultants under a confidentiality obligation who are involved in the proposal evaluation process) without Esri’s prior permission, and shall not be duplicated, used, or disclosed in whole or in part for any purpose other than to evaluate this proposal. If, however, a contract is awarded to Esri as a result of this information, the Customer shall have the right to duplicate, use, or disclose the data to the extent provided in the contract. This restriction does not limit the Customer’s right to use information contained in this data if it is obtained from another source without restriction. Esri, the Esri globe logo, ArcGIS, esri.com, and other Esri marks used in this document are trademarks, service marks, or registered marks of Esri in the United States, the European Community, or certain other jurisdictions. Other companies and products or services mentioned herein may be trademarks, service marks, or registered marks of their respective mark owners. DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Amendment 7 Master Purchase Agreement No.2004MPA3427 Earl,3SO New YorkSi.,Redfende,CA 32373-3100 USA ~TELSCS-733-2333 ~FAXSSS-'las-SSS3 This Amendment amends the Master Purchase Agreement (MPA)between Environmental Systems Research Institute,Inc.of Redlands,California (Esri),and the State ofMontana (Montana). Amendment 7 amends the MPA as follows: 1)Pursuant to 'Term ofA ree e e The term ofthis MPA is extended until October 28,2014. 2)Esri M ATerms and Conditions E500 Article9-Pricin .Delete the last sentence ofthe first paragraph in Article 9-Pricing and replace with the followingsentence:"Esri may update the pricing no more than once each calendar quarter upon written notice to Customer." 3)E te rise Adva ta e Pro r m EAP ELAAddendum E125-ELA.E125-ELA4/4/2011 Enterprise Advantage Progrstn (EAP)ELAAddendum is hereby included in this amendment. 4)Train'rm and Condition 2 Z.The existing Training Terms and Conditions E207 9/09 is deleted and replaced with Training Terms and Conditions E207CW 7/I I,A copy ofthe E207CW document is attached. 5)Custom So T hnical Data a I License Addend The existing Custom Software, Technical Data,and Assistance License Addendum E600 is replaced withE600 12/02/201 1.A copy ofthe E600 document is attached. 6)Time and Material h ule J-8410.The existing 2011 Esri Time and Materials Rate Schedule J-8410 is deleted and replaced with the 2012 Time and Materials Rate Schedule J-8410. 7)Im I m ntation Servic n um'or Services G363D.G363D 11/I/2010 Implementation Services Addendum for Services Packages is hereby included in this amendment. 8)Esri Pri List E416.The existing Esri MPA Price List,E416 10/10 is deleted and replaced with MPA Price List,E416 10/11.A copy ofthe E416 document is attached. 9)Acopy ofthe current license agreement consisting ofGeneral License Terms and Conditions E200 and Exhibit 1- Scope ofUse E300 are enclosed.The revisions originally negotiated to the General License Terms and Conditions, E200 remain efFective for follow-onversions and the Governing Law and Arbitration are defined pursuant to the State ofMontana Amendment to Master Purchase Agreement and is attached hereto, Except as may be specifically modified by this Amendment 7,all other terms and conditions ofthe MPA and any Amendment(s)or Addendum(s)constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements orrepresentations,written or oral;concerning the subject matter ofthis MPA.The parties hereto have executed this Amendment 7 to be effective,valid,and binding upon the parties as ofthe date below as executed by their duly authorized representatives, Accepted and STATE OF MONTANA (MONTANA) ENVIRONME ALSY INSTITUTE,C. (Esri) 7 SEA C Signature: Printed Name: Title: Signature: Printed Name:'sJ nson Manage eslic Co Date: 2004MPA3427-A7/TjB 11/29/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 ENTERPRISE ADVANTAGEPROGRAM (EAP) ENTERPRISE LICENSE AGREEMENT (ELA) ADDENDUM(E125-ELA) Esri,380 New York St.,Redlands,CA 92373-8100 USA ~TEL 909-793-2853 ~FAX909-793-5953 EAP Agreement No 2011EAP9492 This Enterprise Advantage Program (EAP)Enterprise License Agreement (ELA)Addendum is composed of this page and the related Terms and Conditions contained in Articles I through 12 below.This EAP ELAAddendum adds additional terms and conditions to the ELA with respect to the EAP. Esri offers an Enterprise Advantage Program to Licensees that are implementing or have implemented a geographic information system (GIS)enterprise solution based on Esri technology.Licensee agrees to contract withEsri for and Esri agrees to provide Licensee withcertain enhanced consulting services,training,and support available under the Enterprise Advantage Program forthe authorized Licensee location as described herein.The Enterprise Advantage Program is not designed for Esri to provide project-specific professional services (e.g.,application or database development for solutions or applications). AllLicensee contact re ardin EAP activities shall be throu h the oint ofcontact identified below. Authorized EAP Contact Information (to be completed by Licensee) Contact:Telephone: Address:Fax: City,State,ZIP:E-mail: This EAP ELAAddendum supersedes any previous agreements or understandings related to the Enterprise Advantage Program.Allother terms and conditions of the ELA and any preceding addenda willremain in fullforce and effect. E125-ELA Page 1 of 10 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 ARTICLE I DEFINITIONS Capitalized terms that have not been defined in this EAP ELAAddendum shall have the meaning found in the applicable Esri license agreement. "Incident"means a communication via telephone or e-mail by Licensee to Support Services regarding technical problems with Software,Data,or Documentation. "Map Data"means any digital dataset(s),including geographic data,vector data coordinates,raster data,or associated tabular attributes supplied or used in the performance ofthis EAP ELA Addendum. "PSS"means Premium Support Services. "Secure Formats"means object code,executable code,or similar formats. "Term"means the initialterm ofthis EAP ELA Addendum. "WorkProduct"means reports,documented analysis,sample code,prototype/unsupported code,or technical memorandums provided under this EAP ELAAddendum. ARTICLE 2 ENTERPRISE ADVANTAGEPROGRAM 2.1 Enterprise Advantage Program Description.The Enterprise Advantage Program is a menu of services,training,and support that provides Licensee with the flexibilityto select components that best meet its needs.The Enterprise Advantage Program components include the following: a.Technical Advisor.AnEsri Technical Advisor who has expertise in Esri GIS software capabilities and has the ability to analyze and assess optimal solutions inthe context of GIS enterprise implementation willbe assigned to Licensee. Licensee willreceive up to the number ofordered Technical Advisor hours.Licensee may elect to retain additional Technical Advisor Services for a supplemental price.Technical Advisors are not substitutes for services provided by Esri Support Services or Professional Services.Licensee willcontinue to contact Esri Support Services as the first point of contact for all technical support inquiries.Ifa custom application or other services are required,Licensee willneed to enter into an agreement for use of Esri Professional Services.IfLicensee requests the Technical Advisor to come to Licensee's site,Licensee willpay reasonable travel costs.The Technical Advisor in coordination with the Account Manager shall (I)Advise Licensee on GIS strategies,architectures,and product selection; (2)Advise Licensee on training needs,available business partner solutions,consulting support requirements, and business case development; (3)Act as Licensee's technical advocate in dealing withEsri; (4)Participate in annual account reviews;and (5)Serve as point of escalation ifLicensee is not satisfied withthe resolution ofan incident through Esri Support Services. b.Annual Account Review.Licensee may attend a one (I)-day annual GIS strategy and account review withLicensee's Account Manager and Technical Advisor at Esri headquarters in Redlands,California.Key Esri technical and industry specialists may also attend the review to answer questions and discuss Licensee's ideas and suggestions regarding Esri software and support strategies.Licensee is responsible for its own travel expenses.As an option to hosting the review in Redlands,Esri may conduct the review at the appropriate Esri regional office as mutually agreed,and Esri's Redlands staff willhave the option to participate either by telephone or by webcast. c.Learning and Services Credits (I)Licensee willreceive the number of ordered Learning and Services Credits.Licensee may use the credits toward any combination ofconsulting services support,training,premium support,or related travel expenses as described below. E125-ELA Page 2 of 10 04/04/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 (2)Licensee may order,for an additional price,additional Learning and Services Credits either (i)as a block of fifty(50)credits or (ii)as a block of one hundred (100)credits,not to exceed a total oftwo hundred (200)credits during the Term or each Renewal Period ofthis EAP ELA Addendum.IfLicensee requests additional Learning and Services Credits over and above the initial two hundred (200)credits provided for in this paragraph,Licensee must order Learning and Services Credits along with additional Technical Advisor Services. (3)Learning and Services Credit may be exchanged as follows: 0.75 credits =I day 9 credits =I day I credit =480 Virtual Campus dollars as quoted Technical Consulting Services Support consisting ofreview of technology strategy,systems design, prototyping,and other general technical consulting services support activities (Any project-related activities requiring a deliverable other than consulting time willbe scoped,budgeted,and scheduled through a separate agreement.)I credit =2 hours Annual Premium Support Unlimited 75 credits =Unlimited Incidents Instructor-Led Training (one [I]person at an Esri I credit =I day Facility)or Virtual Classroom Client Site or Private Esri Site Training Event (for up to 9 credits =I day twelve [12]people) Additional Student Coaching Services (for up to fifteen [15]people) Virtual Campus Annual User License Related Esri travel and per diem expenses Note:Offerings above may be added or removed from time to time in conformance withthe EAP requirements. (4)Unused Learning and Services Credits may be carried over to future years as long as Licensee remains an Esri Enterprise Advantage Program member.Ifthis EAP ELAAddendum expires (exclusive of termination for default),any unused credits willexpire six (6)months after the expiration of this EAP ELAAddendum; however,the Technical Advisor Services willnot be available during this post-Term period. (5)Esri willprovide EAP Contact witha monthly report outlining usage ofEnterprise Advantage Program Learning and Services Credits to date. d.Exelu~ive Enterpri ~e II'ebeast.Esri willprovide an e-mail invitation to the EAP Contact for a quarterly webcast presenting business and technical information related to enterprise GIS. 2.2 Learning and Services Credit Use a.Authorization ofCredit Use.Licensee willcontact its Account Manager or Technical Advisor to consume Learning and Services Credits for a particular request.Esri willsubmit to Licensee a Learning and Services Credit estimate by e-mail for confirmation and authorization for use of the credits. b.Travel and Per Diem.Any Esri travel and per diem willbe quoted separately.Licensee may direct Esri to use credits for travel and per diem as stated inEnterprise Advantage Program Description,Section 2.1 above,or Licensee willissue a purchase order and Esri willinvoice Licensee for the travel and per diem expenses as described below in Article 6. c.Notification ofConsumed Credit~.Esri willnotify Licensee in the event the authorized Learning and Services Credits are consumed prior to completion ofthe requested work.Licensee may elect to direct use of additional credits,ifavailable; procure additional Learning and Services Credits;or notify Esri to stop work on such requested work.Esri reserves the right to discontinue work when the authorized credits are consumed. d.Review ofProposed Activities.Any activities proposed to be completed under the Enterprise Advantage Program willbe subject to review and approval by Esri to ensure alignment withthe intent ofthe program. 2.3 Defense or MilitaryApplication.Atthe time the Learning and Services Credits are requested or before any services are provided by the Technical Advisor,Licensee willinformEsri ifany of the requested services,consulting,training,or support provided by Esri is directly related to a defense article or for a military application. E125-ELA Page 3 of 10 04/04/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 ARTICLE 3 LICENSE GRANT 3.1 Training.The terms ofthe Esri License Agreement shall be applicable to all Licensee course parncipants and for all of Esri's Software,Data,Web Services,and Documentation licensed foruse in any tmining course to be conducted.Esri may issue temporary Software licenses when there is an insufficient number of Software licenses available at Licensee's training facility.Upon conclusion ofthe training event,Licensee shall uninstall the temporary Software licenses and return to Esri any media provided. 3.2 Work Product.Esri hereby grants to Licensee a nonexclusive,royalty-free license in the Work Product to use in connection withLicensee's authorized use ofthe Software and Data for support ofwhich the Work Product was supplied. 3.3 PSS.The terms and conditions of the License Agreement for the affected Software willgovern any updates,patches,hot fixes,or software provided under this EAP ELA Addendum. ARTICLE 4 WARRANTIESANDDISCLAIMERS 4.1 Warranties and Disclaimers a.Allservices,training,and Work Products willbe provided in a professional and workerlike manner. b.Esri warmnts for a period ofthirty (30)days after delivery ofthe services that the services willconform to professional and technical standards ofthe software industry. c.Map Data Disclaimer.Map Data may contain some nonconformities,defects,errors,or omissions.MAP DATAIS PROVIDED "AS IS"WITHOUTWARRANTYOF ANYKIND.Without limitingthe generality ofthe preceding sentence,Esri and its licensors do not warrant that the Map Data willmeet Licensee's needs or expectations,that the use ofthe Map Data willbe uninterrupted,or that all nonconformities can or willbe corrected.Esri and its licensors are not invitingreliance on the Map Data,and Licensee should always verify actual Map Data. 4.2 General Disclaimer.EXCEPT FOR THE ABOVEEXPRESS LIMITEDWARRANTIES,ESRI DISCLAIMSALL OTHER WARRANTIES OF ANYKIND,EITHER EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITEDTO, THE IMPLIEDWARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULARPURPOSE,SYSTEM INTEGRATION,ANDNONINFRINGEMENTOF INTELLECTUALPROPERTY RIGHTS.ESRI DOES NOT WARRANTAND DISCLAIMSTHATTHE ENTERPRISE ADVANTAGEPROGRAM OR ANYWORK PRODUCT PROVIDED HEREUNDER WILLMEET LICENSEE'S NEEDS;THAT LICENSEE'S OPERATION OF THE SAME WILLBE UNINTERRUPTED,ERROR-FREE,FAULT-TOLERANT,OR FAIL-SAFE;OR THATALL NONCONFORMITIES CAN OR WILLBE CORRECTED.WORK PRODUCT IS NOT DESIGNED,MANUFACTURED, OR INTENDED FOR USE INENVIRONMENTS OR APPLICATIONS THATMAYLEAD TO DEATH,PERSONAL INJURY,OR PHYSICALPROPERTY/ENVIRONMENTALDAMAGE.ANYSUCH USE SHALLBE ATLICENSEE'S OWN RISK AND COST. ARTICLE 5 LIMITATIONOF LIABILITY 5.1 Disclaimer of Certain Types of Liability.ESRI IS NOT LIABLETO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;LOST PROFITS,LOST SALES,OR BUSINESS EXPENDITURES; INVESTMENTS;BUSINESS COMMITMENTS;LOSS OF ANYGOODWILL;OR ANYINDIRECT,SPECIAL, INCIDENTAL,OR CONSEQUENTIALDAMAGES ARISING OUT OF OR RELATED TO THIS EAP ELA ADDENDUMOR USE OF THE WORKPRODUCT,HOWEVER CAUSED ON ANYTHEORY OF LIABILITY, WHETHER OR NOT ESRI HAS BEEN ADVISEDOF THE POSSIBILITYOF SUCH DAMAGE.THESE LIMITATIONS SHALL APPLY NOTWITHSTANDINGANYFAILURE OF ESSENTIAL PURPOSE OF ANYLIMITEDREMEDY. 5.2 General Limitation of Liability.ESRI'S TOTAL CUMULATIVELIABILITYHEREUNDER FOR DIRECT DAMAGES SHALLIN NO EVENTEXCEED THE AMOUNTACTUALLYPAID BYLICENSEE FOR THE EAP PROGRAM. 5.3 Applicabilityof Disclaimers and Limitations.The parnes agree that Esri has set its prices and entered into this EAP ELA Addendum in reliance on the disclaimers and limitations set fordi herein,that the same reflect an allocation of risk between the parnes,and that the same form an essential basis ofthe bargain between the parties.THESE LIMITATIONS APPLY NOTWITHSTANDINGANYFAILUREOF ESSENTIAL PURPOSE OF ANYLIMITEDREMEDY. E125-ELA Page 4 of 10 04/04/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 ARTICLE 6 COMPENSATION 6.1 The fees forthe initial term of the EAP are included inthe ELAFees.Fees for additional Learning and Services Credits or Technical Advisor Services willbe invoiced upon receipt ofLicensee's order.Licensee shall pay Esri within thirty (30)calendar days of receipt ofinvoice. 6.2 Pricing for new or additional Esri service offerings willbe in accordance with Esri's most current price schedule at the time ofpurchase. 6.3 Licensee may elect to use Learning and Services Credits for actual travel expenses ofEsri employees plus a standard burden or to be invoiced at the actual cost for travel expenses plus a standard burden.Meals willbe charged on a per diem basis. ARTICLE 7 TERM AND TERMINATION 7.1 The Term of this EAP ELAAddendum shall run concurrent with the term ofthe ELA. 7.2 Either party may elect not to renew the EAP ELAAddendum for its sole convenience at the end of any term upon thirty (30)days'ritten notice to the other party,in which event the EAP shall expire. 7.3 Either party may terminate this EAP ELAAddendum for a material breach that is not cured withinten (10)days after written notice to the other party or for bankruptcy or insolvency ofthe other party. 7.4 Upon termination or expiration of this EAP ELAAddendum a.Except when termination results from nonrenewal,all outstanding Learning and Services Credits shall be subject to cancellation,acceptance,or rejection at the sole discretion of Esri. b.In the event oftermination for a material breach,the due dates ofall invoices for amounts owed by Licensee to Esri shall be accelerated automatically so that such amounts become due and payable on the effective date of termination,regardless ofthe payment term provisions set fordi in this EAP ELAAddendum. c.Except where a provision specifically provides otherwise,any cause of action or claim ofone (1)party accrued to or to accrue because of any breach or default ofthe other party and any accrued license rights shall survive to the degree necessary to permit their complete fulfillmentor discharge. ARTICLE 8 CONFIDENTIALITY 8.1 Confidential Information.It may be necessary forEsri or Licensee to disclose to the other party certain confidential information under this EAP ELA Addendum.The access code or password for the PSS website,information disclosed at review sessions,and any Work Product are confidential information ofEsri.Licensee data contained in the Esri PSS website database is confidential information ofLicensee.Each party shall use the confidential information described above only for exchanging information needed to provide the PSS contemplated by this EAP ELAAddendum.Within sixty (60)days of termination of this EAP ELA Addendum,each party shall return or destroy and provide a certification of destruction ofthe confidential information ofthe other party. 8.2 Work Product a.Insofar as its rights may be legally restricted,Licensee agrees not to reverse engineer or decompile Work Product delivered only in Secure Formats.For Work Product delivered in source code or other human-readable formats,Licensee willhave met its obligations under this EAP ELAAddendum ifits disclosure ofWork Product is limited to such items in Secure Formats,provided that the means for reverse engineering,decompiling,or disassembling such Work Product is withheld from such disclosure,and the person or entity in receipt ofsuch Work Product similarly agrees not to perform such acts or allow others to do so. b.Except as provided in the preceding paragraph,Licensee shall not disclose the Work Product to employees or third parties without the advance written consent ofEsri.However,Licensee may,without such consent,make such disclosures to employees to the extent reasonably required to allow Licensee to use the Software or Data in a manner authorized under applicable licenses. E125-ELA Page 5 of 10 04/04/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 c.The disclosures permitted under this section shall not relieve Licensee of its obligation to maintain the Work Product in confidence and comply with all applicable laws and regulations ofthe United States,including,without limitation,its export control laws.Furthermore,before disclosing all or any pornon ofthe Work Product to employees or third parnes as permitted in the preceding paragraph,Licensee shall inform such employees or third parties ofthe obligations in this EAP ELAAddendum and obtain their agreement to be bound by them. 8.3 Excluded Confidential Information.Licensee shall not provide to Esri or disclose to the instructor any data or information that is personally identified information (PII),including,but not limited to,GLBAor HIPAAtype data or information,or critical infrastructure information (CII)from the US Department of Homeland Security.Notwithstanding anything in this Addendum to the contrary,Esri retains the right to refuse acceptance of any nonpublic personal information (NPI)or customer information regardless ofthe form ofdisclosure.Esri willonly accept receipt ofinformation from Licensee that comports with the exceptions set forth in Subsections 4(B)and 4(C)(ii)of Section 509 of the Gramm-Leach- Bliley Act (P.L.106-102)(15 U.S.C.Section 6809)and implementing regulations thereof. 8.4 Other Exchange of Confidential Information.Any other exchange of confidential information between the parties shall require execution of a nondisclosure agreement signed between the parnes separate from this EAP ELA Addendum. ARTICLE 9 PREMIUM SUPPORT SERVICES TERMS AND CONDITIONS 9.1 Premium Support Services.Should the Licensee choose to use Learning and Services Credits for PSS,the terms ofthis Article 9 shall also apply. 9.2 Premium Support Availability.Licensee may use Learning and Services Credits forPSS (annually)for any product covered under Esri's standard maintenance subscription,provided that Licensee is current on maintenance for applicable Esri Software.Esri shall provide PSS for the Term of the EAP ELAAddendum. 9.3 Premium Support Description.PSS shall provide (I)a designated Premium Support Coordinator ("PSC"),(2) unlimited telephone and e-mail support accessible to Licensee twenty-four hours per day,seven days per week,three hundred sixty-five days per year (24/7/365),(3)Priority Incident Management,and (4)other additional enhanced support and services. 9.4 Premium Support Coordinator.Esri shall assign a PSC to Licensee.The assigned PSC shall work directly with Licensee's Authorized Contact ("LAC")and shall oversee all ofLicensee's Premium Support Incidents.Licensee may select up to two (2)individuals to report Premium Support Incidents to Support Services and work directly withPSC regarding all such Incidents. The PSC shall a.Be familiar withLicensee's GIS software architecture and infrastructure to perform the scope of support pursuant to this Article 9; b.Verifythat all open Premium Support Incidents ofLicensee are prioritized above Incidents opened pursuant to standard maintenance; c.Work closely with Senior Support Analysts toward the resolution of all open Premium Support Incidents;and d.Provide LAC with a daily status update on all open Premium Support Incidents or as agreed upon by PSC and Licensee. Esri may replace PSC during the Term of the EAP ELAAddendum with a written notification to Licensee. 9.5 Telephone and E-mail Support.Esri shall provide support to Licensee for Software by telephone or e-mail and shall include the following: a.LACmay open an Incident by calling Support Services or logging the Incidents via the PSS website.An e-mail acknowledgment shall be sent to LACfora new Incident logged via the PSS website.The assigned PSC shall use commercially reasonable efforts to call or send an e-mail response withinone (I)hour of receipt of a new Incident to notify Licensee that the logged Premium Support Incident is in the initial stage of review; b.LACshall have the ability to log Premium Support Incidents via the telephone.Incidents logged in this manner will receive personalized messaging and Priority Incident Management;and E125-ELA Page 6 of 10 04/04/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 c.PSC shall be available to LAC from 5:00 a.m.to 5:00 p.m.,Pacific Standard Time,Monday through Friday,except on Esri holidays.In the event that P SC is not available during such time,LAC's telephone calls and e-mails willbe routed to a Senior Support Analyst who can assist LAC.PSC willbe notified ofthe Incident.Telephone calls and e-mails during all other times (after hours,weekends,and Esri holidays)willbe routed to Senior Support Analysts. 9.6 Priority Incident Management.Priority Incident Management shall include the following: a.Premium Support Incidents reported by LAC willbe given priority handling after the initialPremium Support Incident is created and documented; b.Software defects affecting Licensee willbe a priorityfor discussion ofthe User Advocacy Group;and c.For identified Software defects that are approved for an out-of-cycle hot fixor patch,PSC shall assist in presenting the hot fixor patch to LAC and verify that the delivered hot fixor patch addresses the reported issue. 9.7 Other Additional Enhanced Support and Services.Esri shall provide additional offerings to Licensee as a part ofPSS, which include,but are not limited to,the following: a.Premium Support 8'ebsite Access.LAC shall have access to the PSS website.LAC shall have the ability to log and track the status and completion of all identified Premium Support Incidents on this website.LAC may log and view their Incidents and access other PS S-related tools and information through this website. b.System/Environment Profile.Through the PSS website,Licensee shall have access to an Esri database to enter and maintain data regarding Licensee's equipment,applications,and skill sets associated withEsri technology. c.PSS Software AlertNewsletter.Esri shall provide to Licensee a news bulletin that discusses key current issues in Software being investigated by Esri. d.Quarterly Teleconference Meeting.Esri and Licensee shall conduct a quarterly teleconference meeting to discuss Licensee's Premium Support Incidents.Esri shall make available the assigned Account Manager,PSC,Premium Support Manager,and other Esri staff as deemed necessary by Esri. Details ofall PSS offerings can be found at www.esri.corn/services/ss/corn onents.html. 9.8 PSS Restrictions and Exclusions a.Excluded Software.PSS is not available for third-party software.Esri is not responsible for errors attributable to third- party software used in conjunction with or built upon Software. b.English Language.Allcommunications willbe conducted in the English language except by agreement ofboth parties. c.Acknowledgment.Licensee acknowledges and agrees that the report of an error or defect of any Software is not a guarantee that it can or willbe corrected.AtEsri's sole discretion,Software is corrected on a priority basis and is subject to release schedules determined by Esri. d.Hardware Support.Esri does not provide support for hardware,including but not limited to,graphics cards,monitors, plotters,graphics printers,digitizers,and modems,except to answer questions regarding how standard,supported devices interface with Software. e.Exception~to PSS.The followingare not covered by PSS: i)Any problem resulting from Licensee's misuse,improper use,unauthorized modification,or damage ofthe Software or Licensee's combining or merging the Software with any hardware or software not supplied or identified as compatible by Esri; ii)Any problem resulting from third party hardware or software; iii)Errors in any version ofthe Software other than the officiallysupported version of Software;and iv)Any on-site support or implementation services on-site or otherwise,including,but not limited to,those provided by Esri Professional Services or any third party. ARTICLE 10 CONSULTING SERVICES SUPPORT TERMS AND CONDITIONS 10.1 Consulting Services Support.Should Licensee choose to use Learning and Services Credits for consulting services support,the terms of this Article 10 shall also apply. E125-ELA Page 7 of 10 04/04/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 10.2 Patents and Inventions a.Each party shall retain title to any inventions,innovations,and improvements ("Inventions")made or conceived solely by its principals,employees,consultants,or independent contractors (hereinafter called "Inventors")during the term of this Addendum.The parties shall jointlyown any Invention(s)made or conceived jointly by Inventors from both parnes. With respect to such Inventions ofLicensee relating to the Software,Licensee hereby gmnts and agrees to grant to Esri an irrevocable,royalty-free,nonexclusive,worldwide right and license,with right to sublicense,use,make,sell,offer to sell,or import such Inventions for any purpose,whether or not patented in the country of such past or intended use. b.Except as provided in the next paragmph,where an Invention is jointly owned,each party shall share equally the costs of acquiring protection for the Invention and furnish the other joint owner with assistance reasonably required for acquiring protection. c.Ajoint owner ("Assigning Owner")electing not to acquire or maintain protection on any Inventions in any country or countries shall assign such its rights in such Inventions to the other joint owner ("Beneficial Owner")as is necessary to enable the Beneficial Owner to protect such Inventions in such country or countries at its expense and for its exclusive benefit.In such event,the Assigning Owner shall make available to the Beneficial Owner the Assigning Owner's Inventors and shall otherwise cooperate with the Beneficial Owner in order to assist the Beneficial Owner in protecting such Inventions.The Beneficial Owner shall reimburse the Assigning Owner for all reasonable out-of-pocket expenses incurred in rendering such assistance.Ifany such Inventions are so protected by the Beneficial Owner,then the Assigning Owner shall have a license with respect to the subject matter of such protected Inventions in such country or countries. d.Neither party may license,transfer,sell,or otherwise alienate or encumber its interest injointly owned Inventions without the written consent ofthe other party,which is hereby given to Esri for Inventions relating to the Software and shall otherwise not be unreasonably withheld by either party. 10.3 Ownership.Except as specifically granted in this EAP ELAAddendum,Esri or its licensors own and retain all right, title,and interest in the Work Product. ARTICLE 11 TRAININGTERMS AND CONDITIONS 11.1 Training.Should Licensee choose to use Learning and Services Credits for training or coaching services,the terms of this Article 11 shall also apply. 11.2 Training Location.Training may be conducted at Licensee's site,at an Esri Learning Center or via the Web. 11.3 Course Descriptions.The Esri Software training courses to be conducted,their location,the dates during which the courses are to be conducted,the number ofparncipants,and registration requirements are set fordiin the E~ri Training catalog located on the Esri training website h://trainin .esri.corn .Allcourses shall be conducted in substantial conformity with the course descriptions outlined on the Esri training website.Esri reserves the right to modify course content when necessary due to Software technical capabilities or limitations.Licensee may utilize coaching services immediately before or immediately followingan Esri training course to familiarize Licensee's student withthe software or to review and practice course concepts with an instructor's guidance. 11.4 Esri's Responsibilities a.Esri shall provide an instructor qualified to conduct the course(s)as well as all necessary training materials sufficient for the number of registered parncipants (hereinafter "Students")on scheduled dates.Esri willprovide each student with a course manual,where applicable. b.Esri willconfirm Learning Center training event scheduled dates approximately ten (10)business days prior to the training event start date. c.Esri willconfirm Licensee Site training events upon receipt ofcompleted Client Site Training Request Form and intended payment method. 11.5 Licensee's Responsibilities a.Licensee must ensure the protection ofEsri's copyrights.Licensee shall not copy or distribute,or permit a third party to copy or distribute,any of Esri's training material(s). b.Licensee is not authorized to resell seats to an Esri training event unless explicitly authorized in writingby Esri. E125-ELA Page 8 of 10 04/04/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 C. d. e. f. h. i. k. Licensee must ensure that all Students have received confirmation fromEsri to participate in an Esri training event.An unregistered Student is not permitted to view or participate in a Virtual Classroom training event.Esri reserves the right to disconnect any Student who permits access to unregistered Students. Licensee must confirm that all registered Students meet the applicable minimum prerequisites for the applicable training event set forth on Esri's training website. Licensee must submit registration with a confirmed payment commitment at least seven (7)business days before the training event start date.IfLicensee submits a registration without a confirmed payment,Esri willnot confirm the seat reservation.The reservation willbe added to the waiting list pending payment confirmation and subject to availability. US government export control laws and regulations prohibit US persons from engaging in transactions with certain denied persons found on various US Government Denied Persons lists (e.g.,US Department of the Treasury's Specially Designated Nationals List,US Commerce Department's Denied Persons/Entity List).To meet these export requirements, Licensee must submit to the Esri Training Event Assistant a list ofthe names of Students who are to attend any training event.Licensee must submit the list of Student names to Esri at least three (3)business days before the training event start date.Any Student whose name is found on any ofthe various US Government Denied Persons lists willnot be permitted to attend training. Licensee is responsible for all Student travel arrangements.Esri assumes no responsibility for losses from nonrefundable travel arrangements resulting from denial of a Student's participation due to US government export licensing requirements,course scheduling changes,or cancellations. or Student substitution requirements and receive confirmation of such change(s)prior to the training event start date. Students may not use audio or video recording equipment withinthe classroom without prior written approval from Esri. Esri reserves the right to record a classroom training event for future rebroadcast. Licensee is responsible to ensure that itadheres to the course,facility,and equipment,as well as Internet bandwidth and connectivity requirements for Esri Training as found at h://trainin .esri.corn/atewa /index.cfm?fa=trainin 0 tions.atewa . Where the Esri Mobile Lab equipment is utilized at Licensee's domestic site,the followingterms apply: Upon receipt,Licensee must immediately report any damage to the Mobile Lab equipment to the Training Event Assistant. Licensee must keep the Mobile Lab equipment in a secure,locked area between training event sessions. Licensee must ensure that only registered Students use the Mobile Lab equipment. Licensee is responsible for any and all loss of,damage to,or theft of the Mobile Lab equipment while in Licensee's possession. Licensee warrants that it maintains sufficient insurance coverage to enable it to meet its obligations created by this Addendum and by law. The Esri instructor willcheck all Mobile Lab equipment followingthe completion of training.Any damage to the Mobile Lab equipment due to Student use,excluding normal wear and tear,willbe brought to the attention ofLicensee by written notice.Licensee hereby agrees to be financially responsible for any repair or replacement of equipment resulting from such damage. Licensee shall make the Mobile Lab equipment available for freight pickup immediately upon conclusion ofthe Esri training event. 11.6 Cancellation and Rescheduling Policy Individual Student Seats When a Student's place in a training event is filledby another person from the same organization,a Student substitution is allowed at no cost provided Esri's Customer Service is notified three (3)business days in advance of the training event start date.Should a Student substitution occur without three (3)business days'otification,an additional,nonrefundable transfer and data processing fee may be assessed. A Student may transfer from one (I)scheduled Esri Learning Center training event to another one (I)time at no additional charge provided Esri's Customer Service is notified three (3)business days in advance ofthe training event start date.Subsequent transfers or transfers that occur without three (3)business days'otification may incur a transfer fee. Students may cancel their enrollment in a training event provided Esri's Customer Service is notified three (3)business days in advance.Ifthree (3)business days'otification is not provided,Student may be charged the full Student Seat fee. E125-ELA Page 9 of 10 04/04/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Client Site/Private Class/Coaching Services (Training Event) When a Student's place in a training event is filledby another person from the same organization,a Student substitution is allowed at no cost provided Esri's Customer Service is notified three (3)business days in advance of the training event start date. Atraining event may be rescheduled by the Licensee provided Esri's Customer Service is notified three (3)business days in advance ofthe training event start date.Ifappropriate notice of rescheduling is provided,Licensee is responsible for reasonable travel expenses and shipping costs. Atraining event may be canceled by the Licensee provided Esri's Customer Service is notified three (3)business days in advance of the training event start date.Ifappropriate notice of cancellation is provided,Licensee is responsible for any reasonable travel expenses and shipping costs.Ifa training event is canceled without appropriate notice,Licensee is responsible for the fulltraining event fee. Ifcancellation ofa training event is necessary due to Force Majeure,the affected party is released in fullfrom the three (3)-business-day notification.The affected party willeither reschedule the training or cancel the order without that affected party incurring any liability, IfEsri is unable to conduct the training on the scheduled date,Esri willnotify Licensee at least three (3)business days before the scheduled date. ARTICLE 12 GENERAL PROVISIONS 12.1 Intellectual Property Rights Attribution.Licensee shall retain any copyright,patent,or trademark notices on all items licensed under this EAP ELAAddendum and shall take other necessary steps to protect Esri's or its licensor's intellectual property rights. 12.2 Nonsolicitation of Contractor Personnel.Licensee shall not solicit for hire any Esri employee who is associated with efforts called for under this EAP ELAAddendum during the term and for a period ofone (I)year thereafter.In the event the foregoing provision is breached,Licensee shall pay Esri liquidated damages for recruiting and training costs equal to twelve (12)months ofthe employee's compensation plus any legal expenses associated with the enforcement of this provision. 12.3 Export Control Regulations.Licensee expressly acknowledges and agrees that Licensee shall not export,reexport, transfer,or release Software,Data,Web Services,or Documentation,in whole or in part,to (i)any US embargoed country (or to a national or resident of any US embargoed country);(ii)any person on the US Treasury Department's list of Specially Designated Nationals;(iii)any person or entity on the US Commerce Department's Denied Persons List,Entity List,or Unverified List;or (iv)any person or entity where such export or reexport violates any US export control laws or regulations including,but not limited to,the terms of any export license or license exemption and any amendments and supplemental additions to US export laws as they may occur from time to time. E125-ELA Page 10 of 10 04/04/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 TRAININGTERMS AND CONDITIONS Esri,380 New York St.,Redlands,CA 92373-8100 USA ~TEL 909-793-2853 ~FAX909-793-5953 This Training Agreement ("Agreement")is between you (hereinafter "Client")and Environmental Systems Research Institute,Inc.("Esri").Client acknowledges that Client has read and understood this Agreement and agrees to be bound by the terms and conditions hereof. RECITALS Client wishes to arrange for certain training inthe use ofGIS software.Esri is willingto conduct training courses and provide related services regarding the use ofGIS software pursuant to the terms and conditions contained herein.The parnes therefore agree as follows: ARTICLE I—TRAININGDESCRIPTION Esri offers a set ofinstructor-led training and client coaching services related to the use of its proprietary GIS software. Instructor-led training events occur at a client's site,at an Esri Learning Center,or via the web in a cloud environment.The Esri software training courses offered,their location,the dates during which the courses are to be conducted,the number of participants,the prices to be paid,and registration requirements are set fordi in the E1 ri Training catalog located on Esri's Training website (h://trainin .esri.corn).Allcourses are conducted in substantial conformity with course descriptions outlined on the Esri Training website.Esri reserves the right to modify course content when necessary due to software technical capabilities or limitations.Client coaching services may be provided immediately before or immediately following an Esri training course to familiarize the Student withthe software or to review and practice course concepts withan instructor's guidance. ARTICLE 2—ESRI'S RESPONSIBILITIES Esri willprovide an instructor qualified to conduct the course(s)as well as all necessary training materials sufficient for the number of registered parncipants (hereinafter "Student(s)")on the scheduled dates.Esri willprovide each Student with a course manual,where applicable. Esri willconfirm Learning Center training event scheduled dates approximately ten (10)business days prior to the training event start date. Esri willconfirm Client Site scheduled dates upon receipt of the completed Client Site Training Request Form and intended payment method. ARTICLE 3—CLIENT'S RESPONSIBILITIES Client must ensure the protection of Esri's copyrights.Client shall neither copy or distribute nor permit a third party to copy or distribute any ofEsri's training material(s). Client is not authorized to resell seat(s)to an Esri training event,unless explicitly authorized in writing by Esri. Client must ensure that all Students have received confirmation from Esri to participate in an Esri training event. Unregistered Students are not permitted to view or parncipate in an Online Classroom training event.Esri reserves the right to disconnect any Students who permit access to unregistered Students. Client must confirm that all registered Students meet the minimum prerequisites for the applicable training event set forth on Esri's Training website. Client must submit registrations witha confirmed payment commitment at least seven (7)business days before the training event start date.IfClient submits a registration without a confirmed payment,Esri willnot confirm the seat reservation.The reservation willbe added to the waiting list pending payment confirmation and subject to availability. US government export control laws and regulations prohibit US persons from engaging in transactions with certain denied persons found on various US Government Denied Persons lists (e.g.,US Department of the Treasury's Specially Designated Nationals List,US Commerce Department's Denied Persons/Entity List,etc.).To meet these export requirements,Client must submit to the Esri Training Event Assistant a list ofthe names of Students that are to attend any training event.Client must submit the list of Student names to Esri at least three (3)business days before the training event start date.Any Student that is found on any ofthe various US Government Denied Persons lists willnot be permitted to attend training. E207CW Page 1 of5 07/11/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Client is responsible for all Student travel arrangements.Esri assumes no responsibility for losses from nonrefundable travel arrangements resulting from denial of a Student's participation due to US government export regulation requirements,course scheduling changes,or cancellations. rescheduling,or Student substitution requirements and receive confirmation of these change(s)prior to the training event start date. Client must complete and submit an Esri Client Site Training Request Form as well as ensure that it adheres to the course,facility,equipment,and Internet bandwidth and connectivity requirements for Esri Training as found at h://trainin .esri.corn/atewa /index.cfm?fa=trainin 0 tions.atewa . Students may not use audio and/or video recording equipment withinthe classroom without prior written approval from Esri.Esri reserves the right to record a classroom training event for future rebroadcast. Ifthe Esri Mobile Lab equipment is utilized at Client's domestic site,then the followingterms willapply: Upon receipt,Client must immediately report any damage to the Mobile Lab equipment to the Training Event Assistant. Client must keep the Mobile Lab equipment in a secure,locked area between training event sessions. Client must ensure that only registered Students use the Mobile Lab equipment. Client is responsible for any and all loss of,damage to,or theft ofthe Mobile Lab equipment while in Client's possession. Client warrants that it maintains sufficient insurance coverage to enable it to meet its obligations created by this Agreement and by law. The Esri instructor willcheck all Mobile Lab equipment followingthe completion of training.Any damage to the Mobile Lab equipment due to Student use,excluding normal wear and tear,willbe brought to the attention of Client by written notice.Client hereby agrees to be financially responsible forany repair or replacement of equipment resulting from such damage. Client shall make the Mobile Lab equipment available for freight pickup immediately on conclusion ofthe Esri course(s). ARTICLE 4—INSURANCE AND INDEMNIFICATION 4.1 Insurance.Esri carries,at a minimum,the followingcoverage: a.Comprehensive general liabilityor commercial general liabilitywith minimum coverage ofone milliondollars ($1,000,000.00)combined single limitper occurrence forbodily injury,including death,and property damage liability,to include the following: I,Premises and operations 2.Blanket contractual liability 3,Broad form property damage 4.Independent contractors 5.Personal injury,with employee exclusion deleted 6.Completed operations b.Workers'ompensation insurance,with waiver of subrogation,in an amount that complies with statutory limits. 4.2 Indemnification.Esri willindemnify and hold harmless Client and each of its directors and officers (collectively the "Indemnified Parhes")from and against any and all damages,losses,liabilities,claims,judgments,and settlements,including all reasonable costs,expenses,and attorneys fees,arising out of any action or claim for bodily injury,death,or property damage brought against any ofthe Indemnified Parties to the extent arising from any negligent act or omission or willful misconduct by Esri or its directors,officers,employees,or agents while engaged in or as a result ofthe training or coaching services provided by Esri pursuant to this Agreement while on Client's site. E207CW Page 2 of5 07/11/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 ARTICLE 5—UNIQUE CLIENTCOACHINGPRIVACY TERMS In the event Client coaching services are to be ordered,the followingterms shall apply: Client shall not provide to Esri or disclose to the instructor any personally identified information ("PII")(e.g.,GLBA, HIPAA,CII from the US Deparnnent ofHomeland Security),classified,and so forth,data for use in the coaching session.Notwithstanding anything in this Agreement to the contrary,Esri retains the right to refuse acceptance of any nonpublic personal information ("NPI")or Customer Information regardless of the form of disclosure.Esri willonly accept receipt ofinformation from Client that comports withthe exceptions set forth in Subsections 4(B)and 4(C)(ii)of Section 509 ofthe Gramm-Leach-Bliley Act (P.L.106-102)(15 U.S.C.Section 6809)and implementing regulations thereof. ARTICLE 6—SOFTWARE LICENSES The terms ofthe Esri license agreement are applicable to all Students and cover all ofEsri's software,data,and documentation licensed for use in any training course to be conducted.Esri may issue temporary software licenses for Client Site Training where there are an insufficient number of software licenses available at the Client's training facility.Upon conclusion ofthe training course or event,the Client must uninstall the temporary software licenses and return to Esri any media provided. ARTICLE 7—CANCELLATIONAND RESCHEDULING POLICY 7.1 Individual Student Seats When a Student's place in a training event is filledby another person from the same organization,a Student substitution is allowed at no cost provided Esri's Customer Service department is notified three (3)business days in advance of the training event start date.Should a Student substitution occur without three (3)business days'otification,a transfer fee may be assessed. A Student may transfer from one (I)scheduled Esri Learning Center training event to another one (I)time at no additional charge provided Esri's Customer Service department is notified three (3)business days in advance of the training event start date.Subsequent transfers or transfers that occur without three (3)business days'otification may incur a transfer fee. Students may cancel their enrollment in a training event provided Esri's Customer Service deparnnent is notified three (3)business days in advance.Ifthree (3)business days'otification is not provided,Students may be charged the full class fee. 7.2 Client Site/Private Class/Coaching Services (Training Event) When a Student's place in a training event is filledby another person from the same organization,a Student substitution is allowed at no cost provided Esri's Customer Service department is notified three (3)business days in advance ofthe training event start date.Should a Student substitution occur without notification three (3)business days in advance,a transfer fee may be assessed. Atraining event may be rescheduled by the client,provided Esri's Customer Service department is notified three (3)business days in advance of the training event start date.Ifappropriate notice of reschedule is provided, Client is responsible for Esri's reasonable travel expenses and shipping costs incurred. Atraining event may be canceled by the client provided Esri's Customer Service department is notified three (3)business days in advance of the training event start date.Ifappropriate notice of cancellation is provided, Client is responsible for any reasonable travel expenses and shipping costs.Ifa training event is canceled without appropriate notice,client is responsible for the fulltraining event fee. 7.3 Ifcancellation ofa training event is necessary due to Force Majeure as described in Article 11 below,the affected party is released in fullfrom the three (3)-business day notification.The affected party willeither reschedule the training or cancel the order without that affected party incurring any liability. 7.4 IfEsri is unable to conduct the training on the scheduled date,Esri willnotify Client at least three (3)business days before the scheduled date. E207CW Page 3 of5 07/11/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 ARTICLE 8—PAYMENT Accepted payment methods are found at h://trainin .esri.corn/atewa /index.cfm?fa=catalo .a mentdetails. Ifpayment is made in the form of a purchase order,Esri shall invoice Client upon completion ofeach training course or immediately upon receipt ofpurchase order,as mutually agreed upon with the Client.Client shall make payment no later than thirty (30)days after receipt of invoice. IfClient is invoiced and pays that invoice prior to the scheduled training event,then Client has one (I)calendar year (twelve [12]consecutive months)from the date of the invoice to consume the training days.For a multiyear order,the training days must be consumed by the end date specified on the Esri quotation.Thereafter,all prepaid fees are forfeited. ARTICLE 9—CONFIDENTIALINFORMATION Except as provided in Article 5,Unique Client Coaching Privacy Terms,Esri or Client may disclose to the other party certain confidential information under this Agreement.The disclosing party shall identify the information as confidential information at the time ofdisclosure.Each party shall use the confidential information described above only for exchanging information needed to provide the training contemplated by this Agreement.Within fourteen (14)days ofcompletion ofthe training,each party shall return or destroy and provide written notification of destruction ofthe confidential information of the other party. ARTICLE 10—RESERVATION OF OWNERSHIP AND GRANT OF LICENSE Except as specifically granted in this Agreement,Esri and/or its licensors own and retain all right,title,and interest in software,data,documentation,and training materials. ARTICLE 11—FORCE MAJEURE Ifthe performance ofany obligation under this Agreement is prevented,restricted,or interfered withby reason offire,flood, earfliquake,explosion,or other casualty or accident;strikes or labor disputes;inabilityto procure or obtain delivery ofparts, supplies,or power;war,threat of or actual terrorist act,cyberattack,or other violence;any law,order,proclamation, regulation,ordinance,demand,or any act or condition whatsoever beyond the reasonable control of the affected party,the party so affected,upon giving prompt notice to the other party,willbe provided a temporary extension for a period oftime as may be reasonably necessary to allow for such delay,prevention,interference,or restriction. ARTICLE 12—WARRANTY Esri willprovide training in a manner consistent withthe technical and professional standards ofthe industry. 12.1 Disclaimer of Warranties.WITH THE EXCEPTION OF THE LIMITEDWARRANTYSET FORTH INTHIS ARTICLE,ESRI DISCLAIMS,AND THIS AGREEMENT EXPRESSLY EXCLUDES,ALLOTHER WARRANTIES, EXPRESS OR IMPLIED,ORAL OR WRITTEN,INCLUDING,WITHOUTLIMITATION,ANYAND ALL WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULARPURPOSE,NONINTERFERENCE,AND NONINFRINGEMENT,AS WELL AS ANYWARRANTIESTHAT THE DELIVERABLESARE ERROR FREE. ARTICLE 13—LIMITATIONOF LIABILITYANDEXCLUSIVEREMEDY EXCEPT FOR INDEMNITYASSOCIATED WITH CLIENT SITE TRAINING,INNO EVENT SHALLESRI BE LIABLETO CLIENTFOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR TRAINING;LOST PROFITS; LOST SALES;BUSINESS EXPENDITURES;INVESTMENTS;BUSINESS COMMITMENTS;LOSS OF ANY GOODWILL;OR ANYINDIRECT,SPECIAL,EXEMPLARY,CONSEQUENTIAL,OR INCIDENTALDAMAGES ARISING OUT OF,OR RELATED TO,THIS AGREEMENT,HOWEVER CAUSED OR UNDER ANYTHEORY OF LIABILITY,EVEN IF ESRI HAS BEEN ADVISEDOF THE POSSIBILITYOF SUCH DAMAGES.ESRI'S TOTAL CUMULATIVELIABILITYHEREUNDER,FROM ALLCAUSES OF ACTIONOF ANYKIND,SHALLINNO EVENT EXCEED THE AMOUNTACTUALLYPAID BY THE CLIENTFOR THE PORTION OF THE TRAININGUNDER THIS AGREEMENT.THESE LIMITATIONSSHALLAPPLY NOTWITHSTANDINGANYFAILURE OF ESSENTIAL PURPOSE OF ANYLIMITEDREMEDY. E207CW Page 4 of5 07/11/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 ARTICLE 14—EXPORT CONTROL REGULATIONS Esri technology is subject to US export control laws and regulations.Esri software,data,documentation,training materials, and any underlying information or technology may not be exported,reexported,or transferred in whole or in part to (i)any US embargoed or sanctioned country (including to a national or resident ofa US embargoed or sanctioned country,currently including Cuba,Iran,North Korea,Sudan,and Syria);(ii)any person on the US Department of the Treasury's list of Specially Designated Nationals;(iii)any person or entity on the US Commerce Department's Denied Persons List,Entity List,or Unverified List;or (iv)any person or entity where such export or reexport violates any US export control law or regulation. ARTICLE 15—TAXES Training provided is quoted exclusive of all state,local,value-added,or other taxes;customs;or duties or other charges (other than income taxes payable by Esri).In the event such taxes or charges become applicable to Esri's training or deliveiables,Client shall pay any such applicable tax upon receipt ofwritten notice that such taxes or charges are due. ARTICLE 16—UCC INAPPLICABILITY Training provided under this Agreement willnot be governed by the Uniform Commercial Code (UCC)and willnot be deemed "goods"withinthe definition of the UCC. ARTICLE 17—GOVERNING LAW This Agreement is governed by and construed in accordance withthe laws of the state in which training is being held or,in the case of training provided over the Internet,the laws of the State of California,without reference to its conflict oflaws principles. ARTICLE 18—ENTIRE AGREEMENT This Agreement constitutes the sole and entire agreement ofthe parhes as to the subject matter set forth herein and supersedes any previous agreements,understandings,and arrangements (including any attached purchase order terms and conditions)between the parties relating to such subject matter.Client hereby acknowledges and represents that he/she has read and understands this Agreement and has the authority to bind his/her organization to these terms and conditions. E207CW Page 5 of5 07/11/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 CUSTOM SOFTWARE,TECHNICALDATA,AND ASSISTANCE LICENSE ADDENDUM (E600 12/02/2011) Esri,380 New York St.,Redlands,CA 92373-8100 USA ~TEL 909-793-2853 ~FAX909-793-5953 ARTICLE 1—DEFINITIONS Allwords,phrases,or terms defined in other parts ofthis Agreement shall have the same meaning in this Addendum.The followingadditional words,phrases,or terms shall have the followingmeaning: i."Commercial Off-the-Shelf Software"or "COTS Software"means all or any portion ofEsri's proprietary software technology accessed or downloaded from an authorized Esri website or delivered on any media in any format,including backups,updates,service packs,patches,hot fixes,or permitted merged copies,available under license to the general public. ii."Custom Software"means all or any portion ofthe computer software code,components,dynamic link libraries (DLLs), and programs delivered on any media provided in source,object,or executable code format(s),inclusive ofbackups, updates,or merged copies permitted hereunder or subsequently supplied under any Task Order,exclusive of Commercial Off-the-Shelf Software,or COTS Software. iii."Deliverables"means Custom Software or Technical Data specified for delivery or use by Licensee under a firmfixed price Task Order. iv."Map Data"means any digital dataset(s)including geographic,vector data coordinates,raster,or associated tabular attributes supplied by either party foruse in the performance ofany Task Order,which must be separately licensed from the vendor. v."Services"means consulting support being performed by Esri on a time and materials hourly basis in exchange for compensation from the Licensee. vi."Services Output"means any tangible output produced as a result ofthe Services provided by Esri under this Addendum. Services Output can include,but is not limited to,reports,training materials,and Custom Software. vii."Task Order"means an order forprofessional services issued under this Addendum in substantially the same format as the sample task order form attached as Attachment A. viii."Technical Data"means,without limitation,all technical materials including formula,compilations,software code or programs,methods,techniques,know-how,technical assistance,processes,algorithms,designs,data dictionaries and models,schematics,user documentation,training documentation,specifications,drawings,flowcharts,briefings,test or quality control procedures,or other similar information supplied or disclosed by Esri under any Task Order.Technical Data does not include COTS Software,COTS data,or COTS documentation,which must be separately licensed by Licensee under Esri's commercial Software license,or Map Data. ARTICLE 2—TASK ORDERS AND PROJECT SCHEDULE Esri shall provide Deliverables and/or Services as specified in a specific Task Order relating to the COTS Software identified in the Task Order. Unless otherwise provided by Esri in writing,Esri's Contracts Manager for the Professional Services Division, ,is authorized to agree to Task Orders.Licensee shall provide advanced written notification of the name and title of the representative authorized to sign Task Orders and bind Licensee.Each party may enter into Task Orders at its sole discretion and shall not have any obligation under a Task Order until it is signed by both parties. Each party shall identify in writing the project manager who is responsible for the Services or Deliverables specified in Task Orders.By written notice,either party may replace the project manager at any time with a similarly qualified person. The period ofperformance ofeach Task Order shall be specified in each Task Order. ARTICLE 3—RESERVATION OF OWNERSHIP AND GRANT OF LICENSE Except as specifically granted in this Article 3,Esri or its licensors own and retain all right,title,and interest in the Deliverables and Services Output.This Addendum does not transfer ownership rights ofany description in the Deliverables or Services Output to Licensee or any third party.Subject to the terms and conditions set forth in this Addendum and effective upon the transfer,by any means,ofthe Deliverables or Services Output to the Licensee,Esri hereby grants to E600 Esri Agreement No. Page 1 of 10 12/02/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Licensee a nonexclusive,worldwide license in the Deliverables or Services Output to use,modify,and reproduce the Deliverables or Services Output in connection with Licensee's authorized use of COTS Software.The license grant in the immediately preceding sentence does not apply to Map Data,which Licensee must separately and directly license from the vendor. Licensee shall retain any patent,copyright,or trademark or proprietary notices on all items licensed under this Addendum and shall take other necessary steps to protect Esri's or its licensor's intellectual property rights. ARTICLE 4—PATENTS AND INVENTIONS During the performance of Task Orders,the parhes anticipate that inventions,innovations,and improvements (alnventions") relating to the subject matter of such Task Orders may be conceived solely or jointlyby principals,employees,consultants,or independent contractors (hereinafter called "Inventors")ofthe parhes hereto. The parhes agree that,as ofthe effective date of this Agreement,Esri or its licensors own all intellectual property rights in the COTS Software.During the term of this Agreement,Licensee shall promptly notify Esri ifLicensee becomes aware of any known or suspected infringement or violation ofthese rights. Each party shall retain title to any Inventions made or conceived solely by its Inventors during the term of this Addendum, including,but not limited to,such Inventions that Esri's Inventors solely make or conceive while providing technical assistance pursuant to this Addendum.The parhes shall jointly own any Inventions made or conceived jointlyby Inventors from both parhes. Where only one party has title to an Invention,that party,at its sole discretion,shall have the right,but not the obligation,at its expense to (i)decide on whether or not to seek or maintain,or to continue to seek or maintain,patent protection in any country on such Invention;(ii)decide the extent and scope of such protection;and (iii)protect and enforce in any country any patents issued on such Invention. Except as provided in the next paragraph,where an Invention is jointly owned,each party shall share equally the costs of acquiring protection for the Invention and furnish the other joint owner with assistance reasonably required for acquiring protection. The acquisition or maintenance of protection shall not be abandoned by a joint owner (the "Assigning Owner")without giving the other joint owner (the "Beneficial Owner")an opportunity to intervene and acquire or maintain protection at the Beneficial Owner's expense.The Assigning Owner electing not to acquire or maintain protection on any Inventions in any country or countries shall assign such ofits rights in such Inventions to the Beneficial Owner as is necessary to enable the Beneficial Owner to protect such Inventions in such country or countries at its expense and for its exclusive benefit.In such event,the Assigning Owner shall make available to the Beneficial Owner the Assigning Owner's Inventors and shall otherwise cooperate withthe Beneficial Owner in order to assist the Beneficial Owner in protecting such Inventions.The Beneficial Owner shall reimburse the Assigning Owner for all reasonable out-of-pocket expenses incurred in rendering such assistance.Ifany such Inventions are so protected by the Beneficial Owner,then the Assigning Owner shall have a license with respect to the subject matter of such protected Inventions in such country or countries. AllInventions made by Inventors during performance of tasks and activities defined by Task Orders during the term of this Addendum willbe presumed,absent clear and convincing evidence to the contrary,to have resulted from the Inventors'ctivitiesundertheTaskOrders. Neither party may license,transfer,sell,or otherwise alienate or encumber its interest injointly owned Inventions without the written consent ofthe other party,which shall not be unreasonably withheld by either party.However,either party may transfer such Inventions to its Affiliates for their internal use only."Affiliate"shall mean the parent or subsidiary companies of a party or subsidiary companies to a party's parent provided there is more than fiftypercent (50%)ownership of the subsidiary by the parent or party. E600 Esri Agreement No. Page 2 of 10 12/02/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 ARTICLE 5—CONFIDENTIALITYOF DELIVERABLESAND SERVICES OUTPUT Unless otherwise agreed in writing,the Deliverables and Services Output are Esri confidential information,and Licensee shall preserve and protect the confidentiality of said Deliverables and Services Output to the extent permitted by law.Insofar as its rights may be legally restricted,Licensee agrees not to reverse engineer or decompile Deliverables or Services Output delivered only in object code,executable code,or formats subject to similar or greater means of access control (collectively, "Secure Formats").For Deliverables or Services Output delivered in source code or other human-readable formats,Licensee shall have met its obligations under this Arncle ifits disclosure ofDeliverables or Services Output is limited to Deliverables or Services Output in Secure Formats,provided that the means for reverse engineering,decompiling,or disassembling such Deliverables or Services Output is withheld from such disclosure,and the person or entity in receipt of such Deliverables or Services Output similarly agrees not to perform such acts or allow others to do so. Except as provided in the preceding paragraph,Licensee shall not disclose any Deliverables or Services Output to employees or third parnes without the advanced written consent ofEsri.However,Licensee may,without such consent,make such disclosures to employees as are reasonably required forthe Licensee's authorized use ofthe COTS Software,provided that such disclosure is strictly limited to the pornons of the Deliverables or Services Output needed for that purpose.The disclosures permitted under this paragraph shall not relieve Licensee of its obligation to maintain the Deliverables or Services Output in confidence and comply with all applicable laws and regulations of the United States. Licensee shall not have any obligation to protect any part ofa Deliverable or Services Output that it can prove (i)was in Licensee's possession before receipt from Esri;(ii)is or becomes a matter ofpublic knowledge through no fault ofLicensee; (iii)is rightfullydisclosed by a third party without a duty ofconfidentiality;(iv)is disclosed by Esri to a third party without a duty of confidentiality;(v)is independently developed by Licensee;or (vi)is required to be disclosed by operation of law. ARTICLE 6—ACCEPTANCE A.For Time and Materials Task Orders.Services are provided strictly on a time and materials basis subject to the task order not-to-exceed funding limit.The Services delivered willbe deemed accepted and in compliance withthe professional and technical standards ofthe software industry unless Esri is notified otherwise by Licensee within ten (10)days after delivery. B.For Firm Fixed Price Task Orders.Deliverables for fixed price Task Orders shall be categorized as follows: i."DELIVERABLEACCEPTED"means a Deliverable conforming to applicable Task Order(s)with no more than minor nonconformities.Licensee shall complete its acceptance review withinten (10)working days of receiving each Deliverable. ii."DELIVERABLEACCEPTED WITHREWORK"means a deliverable substantially conforming to applicable Task Order(s),but having a significant number of identified nonconformities and accepted subject to rework by Esri.Esri shall rework the Deliverable for the identified nonconformities and resubmit it within thirty (30)days.Licensee will rerun its acceptance review for the nonconformities detected in the initial review within ten (10)working days of such resubmission and willreclassify the deliverable as either DELIVERABLEACCEPTED or DELIVERABLE REJECTED. iii."DELIVERABLEREJECTED"means a Deliverable that fails to substantially conform to applicable Task Order(s). Esri shall rework the Deliverable and resubmit it to Licensee withinthirty (30)days,at which time Licensee shall have ten (10)working days to rerun its acceptance review and reclassify the deliverable as either DELIVERABLE ACCEPTED or DELIVERABLEREJECTED. Licensee agrees it shall not use any Deliverable in its business operations before acceptance as described in B.i.or B.ii.If Esri does not receive within ten (10)working days after delivery written notice that the Deliverable is "ACCEPTED WITH REWORK"or "REJECTED"in accordance with B.ii.or B.iii.,or ifLicensee uses the Deliverable in its business operations, the Deliverable shall be deemed,as of the first to occur of either of these events,to have been accepted. ARTICLE 7—CHANGES TO SCOPE OF WORK Licensee may,at any time,request changes withinthe general scope of an open Task Order.Ifthe parnes agree to such changes and such changes cause an increase or decrease in the cost or time required to provide a Deliverable under any Task E600 Esri Agreement No. Page 3 of 10 12/02/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Order (regardless of whether the Deliverable itself is changed),an equitable adjustment in the price or schedule,or both,shall be made,and the Task Order shall be modified accordingly in writing and signed by both parnes. ARTICLE 8—COMPENSATION;INVOICES A.For Time and Materials Task Orders.Esri shall prepare and submit to Licensee written monthly invoices showing the compensation due for work performed,including travel time,under Task Orders to the Licensee address listed on the Task Order.The amount invoiced willbe equal to the number ofhours expended during the previous month multiplied by the rates for labor categories set forth in Attachment B,plus other burdened direct costs (ODCs),such as travel- related expenses.Meals and incidental expenses willbe invoiced on a "per diem"basis in accordance with the limits stated in the most current Federal Travel Regulations. Esri may reallocate the budget between activities,labor categories,and ODCs as necessary to facilitate the work effort, provided the overall price is not exceeded.Inthe event Esri reaches the funded not-to-exceed Task Order value and the activities are not completed,Licensee may increase the order funding to allow additional work to be performed,or Esri may stop work without further obligation or liability. B.For Firm Fixed Price Task Orders.Unless otherwise specified in a Task Order,Esri shall prepare and submit monthly invoices based on the percent complete for each Deliverable as of the end ofthe preceding month.Upon acceptance of all Deliverables under a Task Order,the unpaid balance of the total Task Order value is due. C.Payment.Licensee shall pay each invoice no later than thirty (30)days after receipt thereof.Payment shall be made to the Esri address identified on original Esri invoices. ARTICLE 9—LIMITEDWARRANTYAND DISCLAIMEROF WARRANTIES A.For Time and Materials Task Orders i.Limited Warranty.Esri warrants that for a period of ninety (90)days from the date of acceptance that the Services willsubstantially conform to the professional and technical standards ofthe software industry.During the limited warranty period,Licensee may require Esri to reperform the Services,at no additional cost to the Licensee,which do not substantially conform to such standards.Services Output is provided "AS IS"without warranty of any kind. ii.Disclaimer of Warranties (a)WITHTHE EXCEPTION OF THE LIMITEDWARRANTYSET FORTH IN SECTION A.i.OF THIS ARTICLE 9,ESRI DISCLAIMS,AND THIS ADDENDUMEXPRESSLY EXCLUDES,ALLOTHER WARRANTIES,EXPRESS OR IMPLIED,ORAL OR WRITTEN,INCLUDING,WITHOUTLIMITATION, ANYAND ALLWARRANTIES OF MERCHANTABILITYOR FITNESS FOR A PARTICULAR PURPOSE. B.For Firm Fixed Price Task Orders i.Limited Warranty.Esri warrants that for a period of ninety (90)days after acceptance ofa Deliverable that the unmodified Deliverable willsubstantially conform,in a manner consistent with the professional and technical standards ofthe software industry,withthe applicable written specifications that are included in,or delivered by Esri pursuant to,the corresponding Task Order. ii.Disclaimer of Warranties (a)WITHTHE EXCEPTION OF THE LIMITEDWARRANTYSET FORTH IN SECTION B.i.OF THIS ARTICLE 9,ESRI DISCLAIMS,AND THIS AGREEMENT EXPRESSLY EXCLUDES,ALLOTHER OBLIGATIONSTO CORRECT OR REPLACE DELIVERABLESAND OTHER WARRANTIES,EXPRESS OR IMPLIED,ORAL OR WRITTEN,INCLUDING,WITHOUTLIMITATION,(i)ANYWARRANTY THATDELIVERABLESARE ERROR-FREE,FAULT-TOLERANT,OR FAIL-SAFE;WILLOPERATE WITHOUTINTERRUPTION;ARE COMPATIBLEWITHALLEQUIPMENT AND SOFTWARE E600 Esri Agreement No. Page 4 of 10 12/02/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 CONFIGURATIONS;OR THATALLNONCONFORMITIES CAN OR WILLBE CORRECTED;(ii)ANY WARRANTYTHATTHE DELIVERABLESARE DESIGNED,MANUFACTURED,OR INTENDED FOR USE IN ENVIRONMENTSOR APPLICATIONS THATMAYLEADTO DEATH,PERSONAL INJURY, OR PHYSICALPROPERTY DAMAGEOR ENVIRONMENTALDAMAGE(ANYSUCH USE BY LICENSEE SHALLBE AT LICENSEE'S OWN RISK AND COST);(iii)ANYANDALLWARRANTIES OF MERCHANTABILITY,FITNESS FOR APARTICULARPURPOSE,NONINTERFERENCE,SYSTEM INTEGRATION,ANDNONINFRINGEMENTOF INTELLECTUALPROPERTY RIGHTS. C.Map Data Disclaimer.ESRI DOES NOT WARRANTIN ANYWAYTHE MAP DATA,WHETHER SUPPLIED BY LICENSEE OR ESRI,OR THE VENDORS OF EITHER OF THEM.IF SUPPLIED BYESRI OR ITS VENDORS, ESRI BELIEVES SUCH MAP DATAIS RELIABLE,BUT IT MAYNOT BE FREE OF NONCONFORMITIES, DEFECTS,ERRORS,OR OMISSIONS;BE AVAILABLEWITHOUTINTERRUPTION;BE CORRECTED IF ERRORS ARE DISCOVERED;OR MEET LICENSEE'S NEEDS OR EXPECTATIONS.ESRI IS NOT INVITING RELIANCE ON MAP DATA,AND LICENSEE SHOULD ALWAYSVERIFYACTUALDATAFROM DOCUMENTS OF RECORD,FIELD MEASUREMENT,OR OBSERVATION. ARTICLE 10—LIMITATIONOF LIABILITY A.Disclaimer of Certain Types of Liability.ESRI AND ITS LICENSORS WILLNOT BE LIABLETO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;LOST PROFITS;LOST SALES; BUSINESS EXPENDITURES;INVESTMENTS;BUSINESS COMMITMENTS;LOSS OF ANY GOODWILL;OR ANYINDIRECT,SPECIAL,INCIDENTAL,OR CONSEQUENTIALDAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OF THE DELIVERABLESOR SERVICES OUTPUT,HOWEVER CAUSED,ON ANYTHEORY OF LIABILITY,WHETHER OR NOT ESRI OR ITS LICENSORS HAVEBEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGE.THESE LIMITATIONSSHALLAPPLY NOTWITHSTANDINGANY FAILUREOF ESSENTIAL PURPOSE OF ANYLIMITEDREMEDY. B.General Limitation of Liability.INNO EVENT WILLESRI'S TOTAL CUMULATIVELIABILITYARISINGOUT OF OR RELATED TO THIS AGREEMENT OR USE OF THE DELIVERABLESOR SERVICES OUTPUT,FROM ALLCAUSES OF ACTIONOF ANYKIND,INCLUDING,BUT NOT LIMITEDTO,CONTRACT,TORT (INCLUDINGNEGLIGENCE),STRICT LIABILITY,BREACH OF WARRANTY,MISREPRESENTATION,OR OTHERWISE,EXCEED THE AMOUNTSPAID TO ESRI BYLICENSEE FOR THE DELIVERABLESOR SERVICES OUTPUT FROM WHICHTHE LIABILITYDIRECTLYAROSE. C.Applicabilityof Disclaimers and Limitations.Licensee agrees that the limitations ofliabilityand disclaimers set forth in this Addendum willapply regardless ofwhether Licensee has accepted the Deliverables,or any other product or service delivered by Esri.The parties agree that Esri has set its prices and entered into this Addendum in reliance upon the disclaimers and limitations set forfltherein,that the same reflect an allocation ofrisk between the parties (including the risk that a contract remedy may fail of its essential purpose or cause consequential loss),and that the same form an essential basis ofthe bargain between the parhes. ARTICLE 11—EXPORT CONTROL REGULATIONS Licensee expressly acknowledges and agrees that Licensee shall not export,reexport,transfer,or release COTS Software, Services Output,or Deliverables in whole or in part,to (i)any US embargoed country (or to a national or resident of any US embargoed country);(ii)any person on the US Treasury Department's list of Specially Designated Nationals;(iii)any person or entity on the US Commerce Deparhnent's Table ofDenial Orders;or (iv)any person or entity where such export,reexport, or provision violates any US export control laws or regulations including,but not limited to,the terms ofany export license or licensing provision and any amendments and supplemental additions to US export laws as they may occur from time to time. ARTICLE 12—TERM AND TERMINATION A.Term.Unless terminated earlier pursuant to Sections B,C,or D of this Article,this Addendum shall terminate simultaneously with the Agreement. E600 Esri Agreement No. Page 5 of 10 12/02/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 B.Termination for Convenience by Licensee.Licensee may terminate this Addendum or any Task Order at any time on thirty (30)days'ritten notice to Esri and upon payment to Esri of all amounts due to date pursuant to this Addendum, including reasonable termination expenses and the pro rata contract price for the Task Orders affected. C.Termination for Cause by Licensee.Licensee shall have the right,in addition and without prejudice to any other rights or remedies,to terminate this Addendum or any Task Order for any material breach of this Addendum by Esri that is not cured withinfifteen (15)days of receipt by Esri of a notice specifying the breach and requiring its cure. D.Termination for Cause by Esri.Esri may terminate this Addendum immediately upon written notice to Licensee in the event that one or more of the followingoccur: Insolvency ofLicensee i.Licensee becomes insolvent,ceases to pay its debts in the ordinary course ofbusiness,is unable to pay its debts as they become due,or makes an assignment for the benefit of creditors; ii.Atrustee or receiver is appointed for any or all ofLicensee's assets; iii.Any bankruptcy or insolvency proceeding under any federal or state bankruptcy or insolvency code,or similar law, whether voluntary or involuntary,is commenced by or against Licensee; iv.Licensee is dissolved or liquidated; v.There is any a.Material change in the management or control of Licensee; b.Transfer of any substantial part of Licensee's business;or c.Bulktmnsfer by Licensee pursuant to the Uniform Commercial Code or similar law. Default or Breach by Licensee vi.Licensee defaults under this Addendum three (3)or more times within any six (6)-month period,regardless of whether such defaults are cured; vii.Licensee engages in the unauthorized use of the COTS Software; viii.Licensee engages in the unauthorized use,reproduction,or disclosure ofDeliverables or Services Output; ix.Licensee breaches any provision ofthis Addendum and there is no possibility ofcure; x.Licensee fails to pay after ten (10)days'ritten notice the amounts due to Esri pursuant to the "Compensation; Invoices"Article 8 of this Addendum. E.Obligations upon Termination i.Upon termination by Esri,all outstanding Task Orders shall be subject to cancellation,acceptance,or rejection,at the sole discretion of Esri. ii.In the event of termination by Esri pursuant to Subsections v—x of Section D of this Article,the due dates ofall invoices for amounts owed by Licensee to Esri shall be accelerated automatically so that such amounts become due and payable on the effective date of the termination,regardless ofthe payment term provisions set forth in this Addendum. iii.Upon termination of this Addendum,the parties shall have no further obligations pursuant to its terms,except that Articles I,4,5,8,9.A.ii.,9.B.ii.,9.C.,10—14,17,and 19 shall survive termination.Unless Licensee has materially breached its obligations under this Addendum,Articles 3,9.A.i.,and 9.B.i.shall also survive termination.Except where specifically stated otherwise,any current or future cause ofaction or claim of one party because of any breach or default ofthe other party and any accrued license rights shall survive to the degree necessary to permit the complete fulfillmentor discharge ofthe cause of action. ARTICLE 13—RESTRICTIONS ON SOLICITATION Licensee shall not solicit for hire any Esri employee who is associated withefforts called forunder this Addendum during the term ofthis Addendum and for a period ofone (I)year thereafter.In the event the foregoing provision is breached,Licensee shall pay Esri liquidated damages for recruiting and training costs equal to twelve (12)months ofthe employee's compensation plus any legal expenses associated with the enforcement ofthis provision.The foregoing shall in no way restrict Licensee from publicly advertising positions for hire in newspapers,professional magazines,or Internet postings. E600 Esri Agreement No. Page 6 of 10 12/02/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 ARTICLE 14—TAXES Values specified in Task Orders are exclusive of state,local,and other taxes or charges (including,without limitation,custom duties,tariffs,and value-added taxes,but excluding income taxes payable by Esri).In the event such taxes or charges become applicable to Deliverables or Services Output,Licensee shall pay any such taxes upon receipt of written notice that they are due. ARTICLE 15—INDEPENDENT CONTRACTOR Esri is,and at all times willbe,an independent contractor.Nothing in this Addendum shall be deemed to create an employer/employee,principaVagent,or jointventure relationship.Neither party has the authority to enter into any contracts on behalf ofthe other party or otherwise act on behalf ofthe other party. ARTICLE 16—FORCE MAJEURE Ifthe performance ofthis Addendum,or any obligation except the making ofpayments,is prevented,restricted,or interfered withby reason of fire,flood,earthquake,explosion,or other casualty or accident;strikes or labor disputes;inabilityto procure or obtain delivery ofparts,supplies,or power;war,terrorist act,cyberattack,or other violence;any law,order, proclamation,regulation,ordinance,demand,or requirement of any governmental agency;or any act or condition whatsoever beyond the reasonable control ofthe affected party,the party so affected,upon giving prompt notice to the other party,shall be excused from such performance to the extent ofsuch prevention,restriction,or interference. ARTICLE 17—CLAIMSMUST BE FILED WITHINONE (1)YEAR Any claim related to this Addendum or the Services or Deliverables may not be brought unless brought withinone (I)year. The one (I)-year period begins on the date when a party knew or should have known ofthe claim.Ifit is not filed during the one (I)-year period,then that claim is permanently barred.This applies to Licensee and Licensee's successors and/or assigns. Italso applies to Esri and/or Esri's successors and assigns. ARTICLE 18—NOTICE Allnotice required by this Addendum shall be in writing to the parties at the followingrespective addresses,or to such other address as a party may subsequently specify in a notice provided in the manner described in this Article,and shall be deemed to have been received (i)upon delivery in person;(ii)upon the passage ofthree (3)days followingpost by first class registered or certified mail,return receipt requested,withpostage prepaid;(iii)upon the passage oftwo (2)days following post by overnight receipted courier service;or (iv)upon transmittal by confirmed e-mail or facsimile,provided that ifsent by e-mail or facsimile,a copy of such notice shall be concurrently sent by US certified mail,return receipt requested and postage prepaid,with an indication that the original was sent by e-mail or facsimile and the date of its transmittal: Licensee: Attn.: Tel.: Fax: Esri:Environmental Systems Research Institute,Inc. 380 New York Street Redlands,CA 92373-8100 USA Project/Technical Notice Attn.: Senior Contract Administrator Tel.:909-793-2853,extension Fax:909-307-3034 Legal Notice Attn.:Contract Manager Tel.:909-793-2853,extension Fax:909-307-3020 Witha copy to ,Contract Administrator E600 Esri Agreement No. Page 7 of 10 12/02/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Notice for non-US Licensees shall be deemed to have been received (i)upon delivery in person;(ii)upon the passage of seven (7)days followingpost by international courier service with shipment tracking provisions;or (iii)upon transmittal by confirmed e-mail or facsimile,provided that ifsent by e-mail or facsimile,a copy of such notice shall be concurrently sent by receipted international courier service,withan indication that the original was sent by e-mail or facsimile and the date ofits transmittal. ARTICLE 19—ASSIGNMENT AND DELEGATION Esri may,in whole or in part,assign any ofits rights or delegate any performance under this Addendum,provided that Esri shall remain responsible forthe performance itdelegates.This Addendum binds and benefits successors or assigns permitted under this Article 19. E600 Esri Agreement No. Page 8 of 10 12/02/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 ATTACHMENTA SAMPLE TASK ORDER Esri Agreement No. Task Order No. In accordance with the terms and conditions ofthe above-referenced Addendum between Environmental Systems Research Institute,Inc.(Esri),and (Licensee),(Licensee Address),this Task Order authorizes preparation and provision ofthe Services Output and/or Deliverables described and in accordance withthe terms, schedule,and start/end date(s)specified below. 1.Scope ofWork:[As applicable,specifically identify and describe Services Output or Deliverables including Custom Code,Map Data,and Technical Data (including Technical Assistance)and the resources to be provided by Licensee (including Licensee-supplied personnel,software,hardware,and digital or hard-copy data),and place ofdelivery and location where technical assistance willbe provided.] In addition to the foregoing,Licensee agrees that its employees,representatives,and subcontractors willcooperate and communicate withEsri during performance ofthis Task Order.Without cost to Esri,Licensee shall provide,allow access to,or assist Esri in obtaining all data Esri requests for performance of this Task Order,including,but not limited to, (I)copies ofpreviously prepared reports,maps,plans,surveys,records,and other documents in the control or possession ofLicensee and (2)copies of ordinances,codes,regulations,or other governmental documents. 2.Contract Type [Firm Fixed-Price (FFP)or Time and Materials (TkM)]: 3.Total Task Order Value (ifFFP)or Not-to-Exceed Value (ifTkM): 4.Licensee Address for the Receipt of Esri Invoices: 5.Delivery Schedule or Start/End Date(s)forEach Deliverable: 6.Special Considerations: 7.Esri Project Manager:(insert name,telephone,fax,and e-mail address) Esri Senior Contract Administrator:(insert name,telephone,fax,and e-mail address) Licensee Project Manager:(insert name,telephone,fax,and e-mail address) Licensee Senior Contract Administrator:(insert name,telephone,fax,and e-mail address) Licensee Accounts Payable Contact:(insert name,telephone,fax,and e-mail address) ACCEPTED AND AGREED: (Licensee) Signature: Printed Name: ENVIRONMENTALSYSTEMS RESEARCH INSTITUTE,INC. (Esri) Signature: Printed Name: Title:Title: Date:Date: E600 Esri Agreement No. Page 9 of 10 12/02/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 TIMEANDMATERIALSRATE SCHEDULE Effective January 1,2012 Hourly time and materials labor rates have been provided for each labor category for calendar year 2012.The hourly labor rates for services that are performed after 2012 may be escalated in an amount not to exceed five percent (5%) each year.Other direct costs,such as travel,reproduction,subcontractor,telecommunication/freight,or materials, willbe charged a material handling fee and invoiced. Esri reserves the right to provide fixed price quotations forprofessional services requests that require deliverables other than hours.Work performed under fixed price orders willrequire additional terms and conditions and willbe invoiced monthly based on percentage completed. GIS Technical Specialist/Engineer (S1)Hourly Rate:$184 Staff members in this labor category work collaboratively with software designers to perform software coding and the writing of software documentation according to design specifications developed by senior technical staff described below.As a group,these staff members are experienced in the coding of software and the creation of digital databases,as well as in software development associated withEsri's commercial off-the-shelf (COTS) software products;web,desktop,or server software development languages;geospatial data formats;and other technologies.These individuals also develop effective database designs,implement data conversion processes and procedures,and perform software and database quality control. GIS System/Software Developer (S2)Hourly Rate:$238 Staff members in this labor category support the design oftechnical project specifications for the implementation of application software projects and database development projects.They support the day-to-day technical activities of the project team and ensure that standard system methodologies are employed.They also perform detailed software design and detailed database conversion design and are directly involved in the coding and implementation of complex and strategic pornons of application software and database conversion projects.As a group,these staff members are proficient in Esri COTS software products;web,desktop,and server software development languages; geospatial data formats;and other technologies.These staff members design and develop QA/QC programs and support design and code reviews,database reviews,and other QA/QC activities throughout the project life cycle. Senior GIS System/Software Architect (S3)Hourly Rate:$292 Staff members in this labor category provide the overall technical vision and system architecture for large,complex systems.They support the application of sound software engineering principles and life cycle methodologies to programs/projects.These individuals are actively involved in systems architecture design,application software design,database process design,and the directing of coding development including the supervision ofdesign and code reviews.These staff members may serve as principal investigators in focused studies or research and development projects.Individuals in this labor category have broad technical knowledge of geographic information system (GIS)applications and related information technologies and may also provide specific expernse in areas such as web-based software applications,service-oriented architectures,data warehousing,spatial analysis,and modeling. As a group,these staff members are proficient withEsri COTS software products;software and database design methodologies;web,desktop,and server software development languages;geospatial data formats;and other technologies. GIS Consultant/Project Manager (M1) Staff members in this labor category provide day-to-day consulting and management for contracted projects within Esri.These individuals work under the guidance of senior Esri managers described herein and support the design 1-8410 2012 [State MPA]20 Oct 2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 and implementation ofproject work plans.These staff members may provide consulting services and design and management support to software application development projects and database conversion projects.They may also conduct detailed requirements interviews,document application requirements,develop logical and physical database designs using standard engineering diagramming methodologies,design software and database QA/QC programs, and provide management oversight of daily technical activities.These staff members work with senior consulting and technical staff to design comprehensive work plans that employ standard system methodologies that define project deliverables and milestones and realistic schedules.These individuals work withEsri administrative staff to ensure that progress and financial reporting is provided according to contract requirements. Senior GIS Consultant/Project Manager (M2)Hourly Rate:$283 Staff members in this labor category work as project managers or project advisers,providing strategic consulting and project management activities for GIS and information technology (IT)projects.These staff members have market/application domain expertise using extensive experience in GIS and related geospatial technologies to support the successful completion of a project.Consulting activities may include strategic planning,GIS workshops and seminars development,requirements definition,application and database design,and system integration. Management activities may include defining project requirements and objectives,establishing budgets and schedules,allocating staff and other resources,and managing and overseeing subcontractor activities.These individuals may also design comprehensive work plans that employ standard system methodologies that define project deliverables and milestones and realistic schedules. Principal GIS Consultant/Program Manager (M3)Hourly Rate:$373 Staff members in this labor category work as program directors or project advisers,providing project vision, strategic consulting,and program management activities for GIS and IT projects.These staff members apply market/application domain expertise using extensive experience in GIS and related geospatial technologies to support the successful completion of the program.Consulting activities may include strategic planning,review and oversight ofrequirements definitions,application and database design,and system integration.Management activities may include defining program requirements and objectives,establishing budgets and schedules,allocating staff and other resources,and managing and overseeing subcontractor activities.Staff members in this labor category work with senior client staff in coordination withEsri senior management to resolve issues and support successful project completion. GIS Database Specialist/Analyst (DB)Hourly Rate:$155 Staff members in this labor category provide database development support in creating cartographic and digital data products.These staff members have expertise that includes the performance of hard copy to digital data conversion tasks,data migration,and translation activities utilizing advanced processing techniques in ArcGIS.These individuals design,develop,and implement efficient production tools and workflows in accordance withapproved project plans and design parameters. 1-8410 2012 [State MPA]20 Oct 2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Esri,380 New York St.,Redlands,CA 92373-8100 USA ~TEL 909-793-2853 ~FAX909-793-3034 IMPLEMENTATIONSERVICES ADDENDUM FOR SERVICES PACKAGES 1.DEFINITIONS "Commercial offthe Shelf Software"or "COTS Software"means all or any poison of Esri's proprietary software technology accessed or downloaded from an authorized Esri Web site or delivered on any media in any format,including backups,updates,service packs,patches,hot fixes,or permitted merged copies,available under license to the general public. "Services Output"means any output produced as a result ofthe Services provided by Esri under this Agreement.Services Output can include,but is not limited to,reports,training materials,and custom software code. "Map Data"means any digital dataset(s)including geographic,vector data,coordinates,raster,or associated tabular attributes supplied by either party foruse in the performance ofthis Agreement. "Services"means consulting support being performed by Esri in exchange for compensation fromthe Licensee. "Services Package"means a predefined unit of Services provided at a firmfixed price as set fordi in Esri's proposal. 2.RESERVATION OF OWNERSHIP AND GRANT OF LICENSE Except as specifically granted in this Agreement,Esri or its licensors own and retain all right,title,and interest in Services Output.Subject to the terms and conditions set forth in this Agreement,Esri hereby grants to Licensee a nonexclusive, royalty-free,worldwide license to use,modify,and/or reproduce the Services Output in connection with Licensee's authorized use of the Esri COTS Software. 3.PATENTS AND INVENTIONS Each party shall retain title to any inventions,innovations,and improvements (ainventions")made or conceived solely by its principals,employees,consultants,or independent contractors (hereinafter called "Inventors")during the term ofthis Agreement.The parhes shall jointlyown any Inventions made or conceived jointlyby Inventors fromboth parties. Except as provided in the next paragraph,where Inventions are jointlyowned,each party shall share equally the costs of acquiring protection for the Inventions and furnish the other joint owner with assistance reasonably required for acquiring protection. Ajoint owner ("Assigning Owner")electing not to acquire or maintain protection ofany Inventions in any country or countries shall assign its rights in such Inventions to the other joint owner ("Beneficial Owner")as is necessary to enable the Beneficial Owner to protect such Inventions in such country or countries at its expense and for its exclusive benefit.In such event,the Assigning Owner shall make available to the Beneficial Owner the name(s)of Assigning Owner's Inventors and shall otherwise cooperate with the Beneficial Owner in order to assist the Beneficial Owner in protecting such Inventions. The Beneficial Owner shall reimburse the Assigning Owner for all reasonable out-of-pocket expenses incurred in rendering such assistance.Ifany such Inventions are so protected by the Beneficial Owner,then the Assigning Owner shall have a license with respect to the subject matter of such protected Inventions in such country or countries. Neither party may license,transfer,sell,or otherwise alienate or encumber its interest injointlyowned Inventions without the written consent ofthe other party,which shall not be unreasonably withheld by either party. 4.COMPENSATION Services are provided and invoiced on a firmfixed price basis and the only deliverable is consulting time.Esri willinvoice Licensee for all Services Packages ordered upon the issuance of a valid Purchase Order.The Purchase Order shall confirm the quantity and firmfixed price of the Services Packages ordered,as described in the Esri proposal or quotation,and G363D Page 1 of3 11/01/2010 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 reference these terms and conditions.Esri standard payment terms are Net-30 days from receipt of an Esri invoice.Payment shall be made to the Esri address identified on original Esri invoices.For Services provided beyond the date the quote is effective or delivered in a new calendar year,Esri reserves the right to increase the Services Package price in accordance with Esri's most current price schedule.Esri's obligation for completion of the Services is limited to the hours outlined in the Services Package descriptions withinEsri's statement ofwork.Ifadditional time is required to complete Licensee's goals or activities set fordi in the applicable statement ofwork,Esri and Licensee willamend the Purchase Order,as mutually agreed, by increasing the quantity of Service Packages ordered and issuing a new,or amended,Purchase Order.Esri may,at its sole discretion,stop work in order to avoid exceeding the total hours allotted inthe applicable Services Package.Any unused hours or travel expenses remaining after the performance ofa Services Package willexpire and willnot be available for performance at a later date.Iffunded Services Packages have not been performed within twelve (12)months of the Esri invoice date,the Services Package willexpire and no refund willbe provided.Any election to amend and add Services Packages shall not affect the rights or obligations of the parties under this Agreement. 5.LIMITEDWARRANTYAND DISCLAIMEROF WARRANTIES Esri warrants for a period ofthirty (30)days from the date of performance that the Services willconform to the professional and technical standards in the software industry.During the limited warranty period,Licensee may require Esri to re-perform the Services,at no additional cost to the Licensee,ifthe Services do not substantially conform to the professional and technical standards ofthe software industry.Services Output is provided "AS IS"without warranty ofany kind. Disclaimer of Warranties A.WITHTHE EXCEPTION OF THE LIMITEDWARRANTYSET FORTH IN THIS ARTICLE,ESRI DISCLAIMS AND THIS AGREEMENT EXPRESSLY EXCLUDES ALLOTHER WARRANTIES,EXPRESS OR IMPLIED, ORAL OR WRITTEN,INCLUDING,WITHOUTLIMITATION,ANYAND ALLWARRANTIES OF MERCHANTABILITYOR FITNESS FOR A PARTICULARPURPOSE. B.IN ADDITIONTO AND WITHOUTLIMITINGTHE PRECEDING PARAGRAPH,ESRI DOES NOT WARRANT IN ANYWAYMAP DATA.MAP DATAMAYNOT BE FREE OF NONCONFORMITIES,DEFECTS,ERRORS, OR OMISSIONS;BE AVAILABLEWITHOUTINTERRUPTION;BE CORRECTED IF ERRORS ARE DISCOVERED;OR MEET LICENSEE'S NEEDS OR EXPECTATIONS.LICENSEE SHOULD NOT RELYON ANY MAP DATAUNLESS LICENSEE HAS VERIFIED THE MAP DATAAGAINSTACTUALDATAFROM DOCUMENTS OF RECORD,FIELD MEASUREMENT,OR OBSERVATION. 6.LIMITATIONOF LIABILITYAND EXCLUSIVEREMEDY INNO EVENT SHALLESRI BE LIABLETO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;LOST PROFITS;LOST SALES;OR BUSINESS EXPENDITURES;INVESTMENTS;BUSINESS COMMITMENTS;LOSS OF ANYGOODWILL;OR FOR ANYINDIRECT,SPECIAL,EXEMPLARY, CONSEQUENTIAL,OR INCIDENTALDAMAGES ARISING OUT OF,OR RELATED TO,THIS AGREEMENT, HOWEVER CAUSED OR UNDER ANYTHEORY OF LIABILITY,EVEN IF ESRI HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES.ESRI'S TOTALCUMULATIVELIABILITYHEREUNDER,FROM ALL CAUSES OF ACTIONOF ANYKINDSHALL INNO EVENT EXCEED THE AMOUNTACTUALLYPAID BY THE LICENSEE FOR THE PORTION OF THE SERVICES UNDER THIS AGREEMENT.THESE LIMITATIONSSHALL APPLY NOTWITHSTANDINGANYFAILUREOF ESSENTIAL PURPOSE OF ANYLIMITEDREMEDY. 7.CONFIDENTIALITY The Services Output is Esri confidential information and Licensee shall preserve and protect the confidentiality of said Services Output.Insofar as its rights may be legally restricted,Licensee agrees not to reverse engineer or decompile custom software delivered only in object code,executable code,or similar formats (collectively,"Secure Formats").For custom software delivered in source code or other human-readable formats,Licensee shall have met its obligations under this Agreement ifits disclosure of custom software is limited to custom software in Secure Formats,provided that the means for reverse engineering,decompiling,or disassembling such custom software is withheld from such disclosure,and the person or entity in receipt of such custom software similarly agrees not to perform such acts or allow others to do so. Except as provided in the preceding paragraph,Licensee shall not disclose the Services Output to employees or third parhes without the advanced written consent ofEsri.However,Licensee may,without such consent,make such disclosures to G363D Page 2 of3 11/01/2010 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 employees to the extent reasonably required to allow Licensee to use the Services Output in a manner authorized under applicable licenses.Before disclosing all or any portion ofthe Services Output to employees or third parties as permitted in the preceding sentence,Licensee shall inform such employees or third parties of the obligations in this Agreement and obtain their agreement to be bound by them. 8.EXPORT CONTROLS The disclosures permitted under Arncle 7,Confidentiality,shall not relieve Licensee of its obligation to maintain the Services Output in confidence and comply with all applicable laws and regulations of the United States including,without limitation, its export control laws.Licensee expressly acknowledges and agrees that Licensee shall not export,reexport,transfer,or release Services Output in whole or in part,to (i)any U.S.embargoed country (or to a national or resident of any U.S. embargoed country);(ii)any person on the U.S.Treasury Department's list of Specially Designated Nationals;(iii)any person or entity on the U.S.Commerce Department's Denied Persons List,Entity List,or Unverified List;or (iv)any person or entity where such export or reexport violates any U.S.export control laws or regulations including,but not limited to,the terms of any export license or license exception and any amendments and supplemental additions to U.S.export laws as they occur. 9.GENERALPROVISIONS 9.1 Nonhire of Esri Personnel.Licensee willnot directly solicit for hire any employee(s)ofEsri's technical staff,who is (are)associated with Services called for under this project,and for a period of one (I)year after completion of the project.In the event the foregoing provision is breached,liquidated damages equal to twelve (12)months ofthe Esri employee's compensation plus any legal expenses associated with the enforcement ofthis provision shall be paid by the Licensee to Esri. The foregoing shall in no way restrict Licensee from publicly advertising positions for hire in newspapers,professional magazines,or Internet postings. 9.2 Taxes.Services provided are quoted exclusive ofall state;local;value-added or other taxes,customs,or duties;or other charges (other than income taxes payable by Esri).In the event such taxes and/or charges become applicable to Esri's Services or Services Output,Licensee shall pay any such applicable tax upon receipt of written notice that such tax(es)is/are due. 9.3 IICC Inapplicability.Services provided under this Agreement willnot be governed by the Uniform Commercial Code (UCC)and willnot be deemed "goods"within the definition of the UCC. 9.4 Order ofPrecedence.These terms and conditions supersede those outlined in any Licensee ordering or authorizing documents such as purchase orders.Any additional terms or conditions in Licensee ordering or authorizing documents are void and may be incorporated into this Agreement only via written amendment signed by both parnes to be binding. 9.5 Assignment and Delegation.Esri may,in whole or in part,assign any of its rights or delegate any performance under this Agreement,provided that Esri shall remain responsible for the performance it delegates.This Agreement binds and benefits successors or assigns permitted under this Arncle. 9.6 Equitable Relief.Licensee agrees that any breach ofthis Agreement by Licensee may cause Esri irreparable damage and that,in the event of such breach,in addition to any and all remedies at law,Esri shall have the right to seek an injunction, specific performance,or other equitable reliefin any court ofcompetent jurisdiction to prevent violation ofthese terms and without the requirement of posting a bond or undertaking or proving injury as a condition ofrelief. 9.7 Governing Law.This Agreement shall be governed by and construed in accordance withthe laws of the State of California without reference to its conflict oflaws principles. 9.8 Entire Agreement.This Agreement constitutes the sole and entire agreement ofthe parties as to the subject matter set forth herein and supersedes any previous agreements,understandings,and arrangements (including any attached purchase order terms and conditions)between the parties relating to such subject matter. G363D Page 3 of3 11/01/2010 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Esri,380 New York St.,Redlands,CA 92373-8100 USA ~TEL 909-793-2853 ~FAX909-793-5953 ESRI MPA PRICE LIST (E416 10/12/2011) General Information and Disclaimers 1.The following Software items and related products are offered to Licensee and its qualified agencies for use only within the United States of America,its possessions,and territories. 2.The listed prices are exclusive ofshipping,handling,and any applicable taxes.Delivery terms are FOB Redlands, California.Shipping and handling willbe prepaid and charged back,i.e.,included in the invoice as a separate item.If desired,shipping and handling charges can be quoted to the customer prior to the placement ofthe order.Your Esri Sales Representative can provide a specific quote including applicable shipping and handling charges. 3.Eligible customers may at any time request a specific quote based on this contract from an Esri sales representative. When selecting items from this contract without assistance from an Esri sales representative,be aware ofthe following general rules: (a)Volume pricing applies on a per-order and per-item basis unless otherwise indicated.The listed prices must be multiplied by the order quantity to determine the total price for any given order. (b)Some products have prerequisites and interdependencies so that one may not be purchased,or may not be functional,without prior or simultaneous purchase of another product.For example,Software upgrades can only be licensed by customers who have already acquired the corresponding earlier version of the Software,and extension Software is only functional in combination withthe corresponding core Software.Ifyou have questions regarding your configuration,please contact your Esri representative for additional information. (c)System requirements and platform support vary from item to item.Ifin doubt whether your system willsupport a desired item,please contact your Esri sales representative for additional information. (d)Some items are not offered to all potential customers.For example,certain Software upgrades are only offered to customers who have acquired the most recent versions ofthe Software,and local government licenses are only offered to local government customers. (e)Customer must provide adequate facilities for client site training.Certain other restrictions apply.See the Learning Center On-Site training information at Esri's website (www.esri.corn/trainin /site trainin .html)for details. (f)Esri Site Training (i.e.,Training at one of Esri's Training Centers)requires a completed registration application form from each student.Registrations are processed on a first-come,first-served basis.We recommend that you submit this registration information at least one month prior to the start date of your class.See the Learning Center registration information at Esri's website (www.esri.corn/trainin re ister.html for details, (g)Training willbe provided in accordance with the policies defined under Education and Training at www.esri.corn.Training prices are subject to annual escalation,not to exceed a seven and one-half percent (7.5%)increase in January ofeach year. 4.Support services are defined at Esri's wehsite rw~ww.cari.corn withe the user support section.Particular attention should be paid to the fact that some Esri Software comes with complimentary maintenance forthe first year and other Software features different support plans. 5.New Software releases for most Software products are provided exclusively through maintenance programs.In these cases,Software upgrades are not sold separately. E416 Page 1 of 32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 STATE OF MONTANA MPA PRICELIST -E416M4Q11 Section Description 1 ArcGIS Concurrent Use Licenses Arclnfo Concurrent Use License Arclnfo Concurrent Use License Annual Maintenance (primary 1st,11th,21st,31st...) Arclnfo Concurrent Use License Annual Maintenance (secondary 2—10,12—20...) ArcEditor Concurrent Use License ArcView Concurrent Use License ArcGIS Spatial Analyst Concurrent Use License ArcGIS 3D Analyst Concurrent Use License ArcGIS Geostatistical Analyst Concurrent Use License ArcGIS Publisher Concurrent Use License ArcGIS Tracking Analyst Concurrent Use License ArcGIS ArcScan Concurrent Use License ArcGIS Maplex Concurrent Use License ArcGIS Data Interoperability Concurrent Use License ArcGIS Network Analyst Concurrent Use License ArcGIS Schematics Concurrent Use License ArcGIS Workflow Manager Concurrent Use License ArcGIS Data Reviewer Concurrent Use License 1 ArcGIS Concurrent Use Maintenance Primary Maintenance for ArcView Concurrent Use License Secondary Maintenance for ArcView Concurrent Use License Primary Maintenance for ArcGIS Spatial Analyst Concurrent Use License Secondary Maintenance for ArcGIS Spatial Analyst Concurrent Use License Primary Maintenance for ArcGIS 3D Analyst Concurrent Use License Secondary Maintenance for ArcGIS 3D Analyst Concurrent Use License Primary Maintenance for ArcGIS Geostatistical Analyst Concurrent Use License Secondary Maintenance for ArcGIS Geostatistical Analyst Concurrent Use License Primary Maintenance for ArcGIS Publisher Concurrent Use License Secondary Maintenance for ArcGIS Publisher Concurrent Use License Primary Maintenance for ArcGIS Tracking Analyst Concurrent Use License Secondary Maintenance for ArcGIS Tracking Analyst Concurrent Use License Primary Maintenance for ArcGIS ArcScan Concurrent Use License Secondary Maintenance for ArcGIS ArcScan Concurrent Use License Primary Maintenance for ArcGIS Maplex Concurrent Use License Secondary Maintenance for ArcGIS Maplex Concurrent Use License Primary Maintenance for ArcGIS Data Interoperability Concurrent Use License Secondary Maintenance for ArcGIS Data Interoperability Concurrent Use License Primary Maintenance for ArcGIS Network Analyst Concurrent Use License Secondary Maintenance for ArcGIS Network Analyst Concurrent Use License Primary Maintenance for ArcGIS Schematics Concurrent Use License Secondary Maintenance for ArcGIS Schematics Concurrent Use License Primary Maintenance for ArcGIS Workflow Manager Concurrent Use License Secondary Maintenance for ArcGIS Workflow Manager Concurrent Use License Primary Maintenance for ArcGIS Data Reviewer Concurrent Use License Secondary Maintenance for ArcGIS Data Reviewer Concurrent Use License Primary Maintenance for ArcEditor Concurrent Use License Secondary Maintenance for ArcEditor Concurrent Use License 1 ArcGIS Single Use Licenses Arclnfo Single Use License Price $9,405.00 $3,000.00 $1,200.00 $6,650.00 $3,325.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $700.00 $500.00 $500.00 $200.00 $500.00 $200.00 $500.00 $200.00 $500.00 $200.00 $500.00 $200.00 $500.00 $200.00 $500.00 $200.00 $500.00 $200.00 $500.00 $200.00 $500.00 $200.00 $500.00 $200.00 $500.00 $200.00 $1,500.00 $1,200.00 $9,405.00 E416 Page 2 of 32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 ArcEditor Single Use License ArcGIS ArcView Single Use Unkeyed License ArcGIS ArcView Single Use Keyed License ArcGIS Extensions Single Use Licenses ArcGIS Spatial Analyst Single Use License ArcGIS 3D Analyst Single Use License ArcGIS Geostatistical Analyst Single Use License ArcGIS Publisher Single Use License ArcGIS Tracking Analyst Single Use License ArcGIS ArcScan Single Use License ArcGIS Maplex Single Use License ArcGIS Data Interoperability Single Use License ArcGIS Network Analyst Single Use License ArcGIS Schematics Single Use License ArcGIS Workflow Manager Single Use License ArcGIS Data Reviewer Single Use License ArcGIS Single Use Maintenance Primary Maintenance for Arclnfo Single Use License (core only) Secondary Maintenance for Arclnfo Single Use License (core only) Primary Maintenance for Arclnfo ArcGIS Spatial Analyst Extension Single Use License Secondary Maintenance for Arclnfo ArcGIS Spatial Analyst Extension Single Use License Primary Maintenance for Arclnfo ArcGIS Geostatistical Analyst Extension Single Use License Secondary Maintenance for ArclnfoArcGIS Geostatistical Analyst Extension Single Use License Primary Maintenance for Arclnfo ArcGIS Network Analyst Extension Single Use License Secondary Maintenance for Arclnfo ArcGIS Network Analyst Extension Single Use License Primary Maintenance for Arclnfo ArcGIS 3D Analyst Extension Single Use License Secondary Maintenance for Arclnfo ArcGIS 3D Analyst Extension Single Use License Primary Maintenance for Arclnfo ArcGIS Tracking Analyst Extension Single Use License Secondary Maintenance for Arclnfo ArcGIS Tracking Analyst Extension Single Use License Primary Maintenance for Arclnfo ArcGIS Publisher Extension Single Use License Secondary Maintenance for Arclnfo ArcGIS Publisher Extension Single Use License Primary Maintenance for Arclnfo ArcGIS Schematics Extension Single Use License Secondary Maintenance for Arclnfo ArcGIS Schematics Extension Single Use License Primary Maintenance for Arclnfo ArcGIS Data Interoperability Extension Single Use License Secondary Maintenance for Arclnfo ArcGIS Data Interoperability Extension Single Use License Primary Maintenance for Arclnfo ArcGIS Data Reviewer Extension Single Use License Secondary Maintenance for Arclnfo ArcGIS Data Reviewer Extension Single Use License Primary Maintenance for Arclnfo ArcGIS Workflow Manager Extension Single Use License Secondary Maintenance for Arclnfo ArcGIS Workflow Manager Extension Single Use License Primary Maintenance for ArcGIS ArcView Single Use License (core only) Secondary Maintenance for ArcGIS ArcView Single Use License (core only) Primary Maintenance for ArcGIS ArcView Single Use License (core plus extensions) Secondary Maintenance for ArcGIS ArcView Single Use License (core plus extensions) Primary Maintenance for ArcEditor Single Use (without extensions) $6,650.00 $1,425.00 $1,425.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $3,000.00 $1,200.00 $500.00 $200.00 $500.00 $200.00 $500.00 $200.00 $500.00 $200.00 $500.00 $200.00 $500.00 $200.00 $500.00 $200.00 $500.00 $200.00 $500.00 $200.00 $500.00 $200.00 $400.00 $300.00 $1,000.00 $900.00 $1,500.00 E416 Page 3 of 32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Secondary Maintenance for ArcEditor Single Use (without extensions) Primary Maintenance for ArcEditor Single Use (with extensions) Secondary Maintenance for ArcEditor Single Use (with extensions) Maintenance Activation Program Primary Maintenance Activation Fee for ArcView 8.1,8.2,8.3,9.0,or 9.1 —Single Use License for Windows (core only) Secondary Maintenance Activation Fee for ArcView 8.1,8.2,8.3,9.0,or 9.1 —Single Use License for Windows (core only) Primary Maintenance Activation Fee for ArcView 8.1,8.2,8.3,9.0,or 9.1 —Single Use License for Windows (core plus extensions) Secondary Maintenance Activation Fee for ArcView 8.1,8.2,8.3,9.0,or 9.1 —Single Use License for Windows (core plus extensions) Primary Maintenance Activation Fee for ArcView 3.2 or 3.3 Single Use License for Windows (core only) Secondary Maintenance Activation Fee for ArcView 3.2 or 3.3 Single Use License for Windows (core only) Primary Maintenance Activation Fee for ArcView 3.2 or 3.3 Single Use License for Windows (core plus extensions) Secondary Maintenance Activation Fee for ArcView 3.2 or 3.3 Single Use License for Windows (core plus extensions) Primary Maintenance Activation Fee for ArcView 3.2 License for UNIX (core only) Secondary Maintenance Activation Fee for ArcView 3.2 License for UNIX (core only) Primary Maintenance Activation Fee for ArcView 3.2 License for UNIX,3D Extension Secondary Maintenance Activation Fee for ArcView 3.2 License for UNIX,3D Extension Primary Maintenance Activation Fee for ArcView 3.2 License for UNIX,Network Analyst Secondary Maintenance Activation Fee for ArcView 3.2 License for UNIX,Network Analyst Primary Maintenance Activation Fee for ArcView 3.2 License for UNIX,Tracking Analyst Secondary Maintenance Activation Fee for ArcView 3.2 License for UNIX,Tracking Analyst Primary Maintenance Activation Fee for ArcView 3.2 License for UNIX,Spatial Analyst Secondary Maintenance Activation Fee for ArcView 3.2 License for UNIX,Spatial Analyst ArcGIS Upgrades ArcGIS ArcView Single Use License Upgrade to ArcGIS ArcView Concurrent Use License (Single use license must be current on maintenance to qualify.) Upgrade from One ArcGIS Product to Another Upgrade from ArcView Single Use to ArcEditor Single Use Upgrade from ArcView Single Use to ArcEditor Concurrent Use Upgrade from ArcView Single Use to Arclnfo Single Use Upgrade from ArcView Single Use to Arclnfo Concurrent Use Upgrade from ArcView Concurrent Use to ArcEditor Concurrent Use Upgrade from ArcView Concurrent Use to Arclnfo Concurrent Use Upgrade from ArcEditor Single Use or Concurrent Use to Arclnfo Concurrent Use Arclnfo 7.x,or 8.0.x Software —UNINWindows NT Arclnfo 7.x or 8.0.x Node Locked 3-Pack License Annual Maintenance (primary 1st, 11th,21st,31st...) Arclnfo 7.x or 8.0.x Node Locked 3-Pack License Annual Maintenance (secondary 2—10, 12-20...) ArcCOGO 7.x or 8.0.x Extension Floating License ArcCOGO 7.x or 8.0.x Extension Floating License Annual Maintenance (each)(primary 1st,11th,21st,31st...) ArcCOGO 7.x or 8.0.x Extension Floating License Annual Maintenance (each) (secondary 2-10,12-20...) $1,200.00 $2,100.00 $1,800.00 $600.00 $400.00 $1,500.00 $1,300.00 $600.00 $400.00 $1,500.00 $1,300.00 $1,050.00 $750.00 $750.00 $300.00 $750.00 $300.00 $750.00 $300.00 $750.00 $300.00 $1,900.00 $5,225.00 $5,225.00 $7,980.00 $7,980.00 $3,325.00 $6,080.00 $2,755.00 $4,000.00 $1,600.00 $2,375.00 $500.00 $200.00 E416 Page 4 of 32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Arclnfo 7.x or 8.0.x Network Extension Node Locked 3-Pack License Annual Maintenance (each)(primary 1st,11th,21st,31st...) Arclnfo 7.x or 8.0.x Network Extension Node Locked 3-Pack License Annual Maintenance (each)(secondary 2—1 0,12—20...) Arclnfo 7.x or 8.0.x GOGO Extension Node Locked 3-Pack License Annual Maintenance (each)(primary 1st,11th,21st,31st...) Arclnfo 7.x or 8.0.x GOGO Extension Node Locked 3-Pack License Annual Maintenance (each)(secondary 2—10,12 —20...) Arclnfo 7.x or 8.0.x ArcScan Extension Node Locked 3-Pack License Annual Maintenance (each)(primary 1st,11th,21st,31st...) Arclnfo 7.x or 8.0.x ArcScan Extension Node Locked 3-Pack License Annual Maintenance (each)(secondary 2—1 0,12—20...) ArcStorm First License (3 seats)Annual Maintenance ArcStorm Additional License (each additional seat)Annual Maintenance ArcPress for ArcView ArcPress for ArcView UNIX License ArcPress for ArcViewWindows/Windows NT License ArcView 3.x and Extensions UNIX ArcView 3.x for UNIXLicense Qty.1 —5 (each) ArcView 3.x for UNIXLicense Qty.6—25 (each) ArcView 3.x for UNIXLicense Qty.26+(each) ArcView 3.x for UNIXLicense Primary Maintenance ArcView 3.x for UNIXLicense Secondary Maintenance Transfer of ArcView 3.x for UNIXto ArcView 3.x for Windows/Windows NT ArcView Network Analyst Extension for UNIX License Qty.1 —5 (each) ArcView Network Analyst Extension for UNIX License Qty.6—25 (each) ArcView Network Analyst Extension for UNIX License Qty.26+(each) ArcView Network Analyst Extension for UNIX License Primary Maintenance ArcView Network Analyst Extension for UNIX License Secondary Maintenance ArcView Tracking Analyst Extension for UNIX License Qty.1 —5 (each) ArcView Tracking Analyst Extension for UNIX License Qty.6—25 (each) ArcView Tracking Analyst Extension for UNIX License Qty.26+(each) ArcView Tracking Analyst Extension for UNIX License Primary Maintenance ArcView Tracking Analyst Extension for UNIX License Secondary Maintenance ArcView Spatial Analyst Extension for UNIX License Qty.1 —5 (each) ArcView Spatial Analyst Extension for UNIX License Qty.6—25 (each) ArcView Spatial Analyst Extension for UNIX License Qty.26+(each) ArcView Spatial Analyst Extension for UNIX License Primary Maintenance ArcView Spatial Analyst Extension for UNIX License Secondary Maintenance ArcView 3D Analyst Extension for UNIX License Qty.1 —5 (each) ArcView 3D Analyst Extension for UNIX License Qty.6—25 (each) ArcView 3D Analyst Extension for UNIX License Qty.26+(each) ArcView 3D Analyst Extension for UNIX License Primary Maintenance ArcView 3D Analyst Extension for UNIX License Secondary Maintenance Windows/Windows NT ArcView 3.x for Windows/Windows NT Single Use License Qty.1 —5 (each) ArcView 3.x for Windows/Windows NT Single Use License Qty.6—25 (each) ArcView 3.x for Windows/Windows NT Single Use License Qty.26+(each) Primary Maintenance for ArcView 3.3 Single Use License (core only) Secondary Maintenance for ArcView 3.3 Single Use License (core only) Primary Maintenance for ArcView 3.3 Single Use License (core plus extensions) $1,100.00 $440.00 $1,100.00 $440.00 $1,100.00 $440.00 $500.00 $100.00 $285.00 $285.00 $2,085.00 $1,877.00 $1,668.00 $700.00 $500.00 $484.00 $2,370.00 $2,246.00 $1,996.00 $500.00 $200.00 $2,370.00 $2,246.00 $1,996.00 $500.00 $200.00 $2,845.00 $2,696.00 $2,396.00 $500.00 $200.00 $2,845.00 $2,696.00 $2,396.00 $500.00 $200.00 $1,135.00 $1,022.00 $908.00 $400.00 $300.00 $1,000.00 E416 Page 5 of 32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Secondary Maintenance for ArcView 3.3 Single Use License (core plus extensions) ArcView Network Analyst Extension for Windows/Windows NT License Qty.1 —5 (each) ArcView Network Analyst Extension for Windows/Windows NT License Qty.6—25 (each) ArcView Network Analyst Extension for Windows/Windows NT License Qty.26+(each) ArcView Tracking Analyst Extension for Windows/Windows NT License Qty.1 —5 (each) ArcView Tracking Analyst Extension for Windows/Windows NT License Qty.6—25 (each) ArcView Tracking Analyst Extension for Windows/Windows NT License Qty.26+(each) ArcView Spatial Analyst Extension for Windows/Windows NT Single Use License Qty. 1 —5 (each) ArcView Spatial Analyst Extension for Windows/Windows NT Single Use License Qty. 6—25 (each) ArcView Spatial Analyst Extension for Windows/Windows NT Single Use License Qty. 26+(each) ArcView 3D Analyst Extension for Windows/Windows NT Single Use License Qty.1 —5 (each) ArcView 3D Analyst Extension for Windows/Windows NT Single Use License Qty.6—25 (each) ArcView 3D Analyst Extension for Windows/Windows NT Single Use License Qty.26+ (each) ArcView StreetMap ArcView StreetMap 1.x for Windows/Windows NT License (US data) ArcGIS Engine Runtime Licenses ArcGIS Engine Runtime Concurrent Use License ArcGIS Engine Runtime Single Use License ArcGIS Engine Runtime Extensions Single Use Licenses ArcGIS Engine Runtime 3D Extension Single Use License ArcGIS Engine Runtime Spatial Extension Single Use License ArcGIS Engine Runtime Geodatabase Update Extension Single Use License ArcGIS Engine Runtime Network Extension Single Use License ArcGIS Engine Runtime Schematics Extension Single Use License ArcGIS Engine Runtime Tracking Extension Single Use License ArcGIS Engine Runtime Maplex Extension Single Use License ArcGIS Engine Runtime Data Interoperability Extension Single Use License ArcGIS Engine Runtime Extensions Concurrent Use Licenses ArcGIS Engine Runtime 3D Extension Concurrent Use License ArcGIS Engine Runtime Spatial Extension Concurrent Use License ArcGIS Engine Runtime Geodatabase Update Extension Concurrent Use License ArcGIS Engine Runtime Network Extension Concurrent Use License ArcGIS Engine Runtime Schematics Extension Concurrent Use License ArcGIS Engine Runtime Tracking Extension Concurrent Use License ArcGIS Engine Runtime Maplex Extension Concurrent Use License ArcGIS Engine Runtime Data Interoperability Extension Concurrent Use License ArcGIS Engine Runtime Maintenance Maintenance for ArcGIS Engine Runtime Single Use License (without extensions) Maintenance for ArcGIS Engine Runtime Single Use License (with extensions) Primary Maintenance for ArcGIS Engine Runtime Concurrent Use License Secondary Maintenance for ArcGIS Engine Runtime Concurrent Use License Primary Maintenance for ArcGIS Engine Runtime 3D Extension Concurrent Use License Secondary Maintenance for ArcGIS Engine Runtime 3D Extension Concurrent Use License Primary Maintenance for ArcGIS Engine Runtime Spatial Analyst Extension Concurrent Use License Secondary Maintenance for ArcGIS Engine Runtime Spatial Analyst Extension Concurrent Use License $900.00 $1,420.00 $1,346.00 $1,196.00 $1,420.00 $1,346.00 $1,196.00 $2,370.00 $2,246.00 $1,996.00 $2,370.00 $2,246.00 $1,996.00 $470.00 $1,188.00 $475.00 $950.00 $950.00 $950.00 $950.00 $950.00 $950.00 $950.00 $950.00 $950.00 $950.00 $950.00 $950.00 $950.00 $950.00 $950.00 $950.00 $100.00 $400.00 $250.00 $185.00 $200.00 $150.00 $200.00 $150.00 E416 Page 6 of 32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Primary Maintenance for ArcGIS Engine Runtime Geodatabase (GDB)Update Extension Concurrent Use License Secondary Maintenance for ArcGIS Engine Runtime Geodatabase (GDB)Update Extension Concurrent Use License Primary Maintenance for ArcGIS Engine Runtime Maplex for ArcGIS Extension Concurrent Use License Secondary Maintenance for ArcGIS Engine Runtime Maplex for ArcGIS Extension Concurrent Use License Primary Maintenance for ArcGIS Engine Runtime Schematics for ArcGIS Extension Concurrent Use License Secondary Maintenance for ArcGIS Engine Runtime Schematics for ArcGIS Extension Concurrent Use License Primary Maintenance for ArcGIS Engine Runtime Network Analyst Extension Concurrent Use License Secondary Maintenance for ArcGIS Engine Runtime Network Analyst Extension Concurrent Use License Primary Maintenance for ArcGIS Engine Runtime Tracking Analyst Extension Concurrent Use License Secondary Maintenance for ArcGIS Engine Runtime Tracking Analyst Extension Concurrent Use License Primary Maintenance for ArcGIS Engine Runtime Data Interoperability Extension Concurrent Use License Secondary Maintenance for ArcGIS Engine Runtime Data Interoperability Extension Concurrent Use License ArcGIS Server ArcGIS Server —Advanced Enterprise ArcGIS Server Advanced Enterprise (up to four cores) Annual Maintenance forArcGIS Server Advanced Enterprise (up to four cores) ArcGIS Server Advanced Enterprise (additional cores) Annual Maintenance forArcGIS Server Advanced Enterprise (additional cores) Standard Enterprise ArcGIS Server Standard Enterprise (up to four cores) Annual Maintenance forArcGIS Server Standard Enterprise (up to four cores) ArcGIS Server Standard Enterprise (additional cores) Annual Maintenance forArcGIS Server Standard Enterprise (additional cores) Basic Enterprise ArcGIS Server Basic Enterprise (up to four cores) Annual Maintenance forArcGIS Server Basic Enterprise (up to four cores) ArcGIS Server Basic Enterprise (additional cores) Annual Maintenance forArcGIS Server Basic Enterprise (additional cores) Workgroup ArcGIS Server Advanced Workgroup (up to two cores) Annual Maintenance forArcGIS Server Advanced Workgroup (up to two cores) ArcGIS Server Advanced Workgroup (additional cores —maximum four cores per server) Annual Maintenance forArcGIS Server Advanced Workgroup (additional cores— maximum four cores per server) ArcGIS Server Standard Workgroup (up to two cores) Annual Maintenance forArcGIS Server Standard Workgroup (up to two cores) ArcGIS Server Standard Workgroup (additional core —maximum four cores per server) Annual Maintenance forArcGIS Server Standard Workgroup (additional cores— maximum four cores per server) ArcGIS Server Basic Workgroup (price per server [core pricing does not apply]- minimum two cores/maximum four cores) $200.00 $150.00 $200.00 $150.00 $200.00 $150.00 $200.00 $150.00 $200.00 $150.00 $200.00 $150.00 $38,000.00 $10,000.00 $9,500.00 $2,500.00 $19,000.00 $5,000.00 $4,750.00 $1,250.00 $9,500.00 $3,000.00 $2,375.00 $750.00 $9,500.00 $2,500.00 $4,750.00 $1,250.00 $4,750.00 $1,250.00 $2,375.00 $625.00 $4,750.00 E416 Page 7 of 32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Annual Maintenance forArcGIS Server Basic Workgroup—(price per server [core pricing does not apply]—minimum two cores/maximum four cores) ArcGIS Server Enterprise Extensions ArcGIS Server Advanced Enterprise Data Interoperability Extension for Windows License (up to four cores) ArcGIS Server Advanced Enterprise Image Extension forWindows License (up to four cores) ArcGIS Server Advanced Enterprise Workflow Manager Extension for Windows License (up to four cores) ArcGIS Server Advanced Enterprise Schematics Extension for Windows License (up to four cores) Annual Maintenance forArcGIS Server Advanced Enterprise Data Interoperability Extension for Windows (up to four cores) Annual Maintenance forArcGIS Server Advanced Enterprise Image Extension for Windows (up to four cores) Annual Maintenance forArcGIS Server Advanced Enterprise Workflow Manager Extension for Windows (up to four cores) Annual Maintenance forArcGIS Server Advanced Enterprise Schematics Extension for Windows (up to four cores) ArcGIS Server Standard Enterprise Data Interoperability Extension (up to four cores) ArcGIS Server Standard Enterprise Workflow Manager Extension (up to four cores) ArcGIS Server Standard Enterprise Network Extension (up to four cores) ArcGIS Server Standard Enterprise Image Extension (up to four cores) Annual Maintenance forArcGIS Server Standard Enterprise Data Interoperability Extension (up to four cores) Annual Maintenance forArcGIS Server Standard Enterprise Workflow Manager Extension (up to four cores) Annual Maintenance forArcGIS Server Standard Enterprise Network Extension (up to four cores) Annual Maintenance forArcGIS Server Standard Enterprise Image Extension (up to four cores) ArcGIS Server Advanced Enterprise Data Interoperability Extension (additional cores) ArcGIS Server Advanced Enterprise Image Extension (additional cores) ArcGIS Server Advanced Enterprise Workflow Manager Extension (additional cores) ArcGIS Server Advanced Enterprise Schematics Extension (additional cores) Annual Maintenance forArcGIS Server Advanced Enterprise Data Interoperability Extension (additional cores) Annual Maintenance forArcGIS Server Advanced Enterprise Image Extension (additional cores) Annual Maintenance forArcGIS Server Advanced Enterprise Workflow Manager Extension (additional cores) Annual Maintenance forArcGIS Server Advanced Enterprise Schematics Extension (additional cores) ArcGIS Server Standard Enterprise Data Interoperability Extension (additional cores) ArcGIS Server Standard Enterprise Workflow Manager Extension (additional cores) ArcGIS Server Standard Enterprise Network Extension (additional cores) ArcGIS Server Standard Enterprise Image Extension (additional cores) Annual Maintenance forArcGIS Server Standard Enterprise Data Interoperability Extension (additional cores) Annual Maintenance forArcGIS Server Standard Enterprise Workflow Manager Extension (additional cores) Annual Maintenance forArcGIS Server Standard Enterprise Network Extension (additional cores) Annual Maintenance forArcGIS Server Standard Enterprise Image Extension (additional cores) ArcGIS Server Workgroup Extensions $1,250.00 $9,500.00 $9,500.00 $9,500.00 $9,500.00 $2,500.00 $2,500.00 $2,500.00 $2,500.00 $9,500.00 $9,500.00 $9,500.00 $9,500.00 $2,500.00 $2,500.00 $2,500.00 $2,500.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $625.00 $625.00 $625.00 $625.00 $2,375.00 $2,375.00 $2,375.00 $2,375.00 $625.00 $625.00 $625.00 $625.00 E416 Page 8 of 32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 ArcGIS Server Advanced Workgroup Data Interoperability Extension (licensed per ArcGIS Workgroup Server —up to four cores/maximum four cores) ArcGIS Server Advanced Workgroup Workflow Manager Extension (licensed per ArcGIS Workgroup Server —up to four cores/maximum four cores) ArcGIS Server Advanced Workgroup Schematics Extension (licensed per ArcGIS Workgroup Server —up to four cores/maximum four cores) ArcGIS Server Advanced Workgroup Image Extension (licensed per ArcGIS Workgroup Server —up to four cores/maximum four cores) Annual Maintenance forArcGIS Server Advanced Workgroup Data Interoperability Extension (licensed per ArcGIS Workgroup Server —up to four cores/maximum four cores) Annual Maintenance forArcGIS Server Advanced Workgroup Workflow Manager Extension (licensed per ArcGIS Workgroup Server —up to four cores/maximum four cores) Annual Maintenance forArcGIS Server Advanced Workgroup Schematics Extension (licensed per ArcGIS Workgroup Server —up to four cores/maximum four cores) Annual Maintenance forArcGIS Server Advanced Workgroup Image Extension (licensed per ArcGIS Workgroup Server —up to four cores/maximum four cores) ArcGIS Server Standard Workgroup Data Interoperability Extension (licensed per ArcGIS Workgroup Server —up to four cores/maximum four cores) ArcGIS Server Standard Workgroup Workflow Manager Extension (licensed per ArcGIS Workgroup Server —up to four cores/maximum four cores) ArcGIS Server Standard Workgroup Network Extension (licensed per ArcGIS Workgroup Server —up to four cores/maximum four cores) ArcGIS Server Standard Workgroup Image Extension (licensed per ArcGIS Workgroup Server —up to four cores/maximum four cores) Annual Maintenance forArcGIS Server Standard Workgroup Data Interoperability Extension (licensed per ArcGIS Workgroup Server —up to four cores/maximum four cores) Annual Maintenance forArcGIS Server Standard Workgroup Workflow Manager Extension (licensed per ArcGIS Workgroup Server —up to four cores/maximum four cores) Annual Maintenance forArcGIS Server Standard Workgroup Network Extension (licensed per ArcGIS Workgroup Server —up to four cores/maximum four cores) Annual Maintenance forArcGIS Server Standard Workgroup Image Extension (licensed per ArcGIS Workgroup Server —up to four cores/maximum four cores) ArcGIS Server Upgrades ArcGIS Server Upgrades —Enterprise to Enterprise ArcGIS Server Basic Enterprise Upgrade to Standard Enterprise (up to four cores) ArcGIS Server Basic Enterprise Upgrade to Advanced Enterprise (up to four cores) ArcGIS Server Standard Enterprise Upgrade to Advanced Enterprise (up to four cores) ArcGIS Server Basic Enterprise Additional Cores Upgrade to Standard Enterprise License ArcGIS Server Basic Enterprise Additional Cores Upgrade to Advanced Enterprise License ArcGIS Server Standard Enterprise Additional Cores Upgrade to Advanced Enterprise License ArcGIS Server Upgrades —Workgroup to Workgroup ArcGIS Server Basic Workgroup Upgrade to Standard Workgroup (up to four cores) ArcGIS Server Basic Workgroup Upgrade to Advanced Workgroup (up to four cores) ArcGIS Server Standard Workgroup Upgrade Advanced Workgroup (up to two cores) ArcGIS Server Standard Workgroup Additional Cores Upgrade to Advanced Workgroup ArcGIS Server Upgrades —Workgroup to Enterprise ArcGIS Server Basic Workgroup Upgrade to Basic Enterprise (up to four cores) $4,750.00 $4,750.00 $4,750.00 $4,750.00 $1,250.00 $1,250.00 $1,250.00 $1,250.00 $4,750.00 $4,750.00 $4,750.00 $4,750.00 $1,250.00 $1,250.00 $1,250.00 $1,250.00 $9,500.00 $28,500.00 $19,000.00 $2,375.00 $7,125.00 $4,750.00 $4,750.00 $14,250.00 $4,750.00 $2,375.00 $4,750.00 E416 Page 9 of 32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 ArcGIS Server Basic Workgroup Upgrade to Standard Enterprise (up to four cores) ArcGIS Server Basic Workgroup Upgrade to Advanced Enterprise (up to four cores) ArcGIS Server Standard Workgroup Upgrade to Standard Enterprise (up to four cores) ArcGIS Server Standard Workgroup Upgrade to Advanced Enterprise (up to four cores) ArcGIS Server Advanced Workgroup Upgrade to Advanced Enterprise (up to four cores) ArcGIS Server Standard Enterprise for Windows Up to Four Cores Upgrade from Standard Workgroup Up to Two Cores ArcGIS Server Advanced Enterprise for Windows Up to Four Cores Upgrade from Standard Workgroup Up to Two Cores ArcGIS Server Standard Enterprise for Windows Up to Four Cores Upgrade from Advanced Workgroup Up to Two Cores ArcGIS Server Advanced Enterprise for Windows Up to Four Cores Upgrade from Advanced Workgroup Up to Two Cores ArcGIS Server —Enterprise (Staging Server) Advanced Enterprise (Staging Server) ArcGIS Server Staging Server Advanced Enterprise (up to four cores) Annual Maintenance forArcGIS Server Staging Server Advanced Enterprise (up to four cores) ArcGIS Server Staging Server Advanced Enterprise (additional cores) Annual Maintenance forArcGIS Server Staging Server Advanced Enterprise (additional cores) Standard Enterprise (Staging Server) ArcGIS Server Staging Server Standard Enterprise (up to four cores) Annual Maintenance forArcGIS Server Staging Server Standard Enterprise (up to four cores) ArcGIS Server Staging Server Standard Enterprise (additional cores) Annual Maintenance forArcGIS Server Staging Server Standard Enterprise (additional cores) Basic Enterprise (Staging Server) ArcGIS Server Staging Server Basic Enterprise (up to four cores) Annual Maintenance forArcGIS Server Staging Server Basic Enterprise (up to four cores) ArcGIS Server Staging Server Basic Enterprise (additional cores) Annual Maintenance forArcGIS Server Staging Server Basic Enterprise (additional cores) ArcGIS Server Extensions (Staging Server) ArcGIS Server Staging Server Advanced Enterprise Data Interoperability Extension (up to four cores) ArcGIS Server Staging Server Advanced Enterprise Image Extension (up to four cores) ArcGIS Server Staging Server Advanced Enterprise Workflow Manager Extension (up to four cores) ArcGIS Server Staging Server Advanced Enterprise Schematics Extension (up to four cores) Annual Maintenance forArcGIS Server Staging Server Advanced Enterprise Data Interoperability Extension (up to four cores) Annual Maintenance forArcGIS Server Staging Server Advanced Enterprise Image Extension (up to four cores) Annual Maintenance forArcGIS Server Staging Server Advanced Enterprise Workflow Manager Extension (up to four cores) Annual Maintenance forArcGIS Server Staging Server Advanced Enterprise Schematics Extension (up to four cores) ArcGIS Server Staging Server Advanced Enterprise Data Interoperability Extension (additional cores) ArcGIS Server Staging Server Advanced Enterprise Image Extension (additional cores) $14,250.00 $33,250.00 $9,500.00 $28,500.00 $19,000.00 $14,250.00 $33,250.00 $9,500.00 $28,500.00 $19,344.00 $5,000.00 $4,836.00 $1,250.00 $9,672.00 $2,500.00 $2,418.00 $625.00 $4,836.00 $1,500.00 $1,209.00 $375.00 $4,836.00 $4,836.00 $4,836.00 $4,836.00 $1,250.00 $1,250.00 $1,250.00 $1,250.00 $1,209.00 $1,209.00 E416 Page 10 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 ArcGIS Server Staging Server Advanced Enterprise ArcGIS Workflow Manager Extension (additional cores) ArcGIS Server Staging Server Advanced Enterprise Schematics Extension (additional cores) Annual Maintenance forArcGIS Server Staging Server Advanced Enterprise Data Interoperability Extension (additional cores) Annual Maintenance forArcGIS Server Staging Server Advanced Enterprise Image Extension (additional cores) Annual Maintenance forArcGIS Server Staging Server Advanced Enterprise Workflow Manager Extension (additional cores) Annual Maintenance forArcGIS Server Staging Server Advanced Enterprise Schematics Extension (additional cores) ArcGIS Server Staging Server Standard Enterprise Data Interoperability Extension (up to four cores) ArcGIS Server Staging Server Standard Enterprise Workflow Manager Extension (up to four cores) ArcGIS Server Staging Server Standard Enterprise Network Extension (up to four cores) ArcGIS Server Staging Server Standard Enterprise Image Extension (up to four cores) Annual Maintenance forArcGIS Server Staging Server Standard Enterprise Data Interoperability Extension (up to four cores) Annual Maintenance forArcGIS Server Staging Server Standard Enterprise Workflow Manager Extension (up to four cores) Annual Maintenance forArcGIS Server Staging Server Standard Enterprise Network Extension (up to four cores) Annual Maintenance forArcGIS Server Staging Server Standard Enterprise Image Extension (up to four cores) ArcGIS Server Staging Server Standard Enterprise Data Interoperability Extension (additional cores) ArcGIS Server Staging Server Standard Enterprise Workflow Manager Extension (additional cores) ArcGIS Server Staging Server Standard Enterprise Network Extension (additional cores) ArcGIS Server Staging Server Standard Enterprise Image Extension (additional cores) Annual Maintenance forArcGIS Server Staging Server Standard Enterprise Data Interoperability Extension (additional cores) Annual Maintenance forArcGIS Server Staging Server Standard Enterprise Workflow Manager Extension (additional cores) Annual Maintenance forArcGIS Server Staging Server Standard Enterprise Network Extension (additional cores) Annual Maintenance forArcGIS Server Staging Server Standard Enterprise Image Extension (additional cores) 5 ArcGIS Server Staging Server Upgrades ArcGIS Server Staging Server Basic Enterprise Upgrade to Standard Enterprise (up to four cores) ArcGIS Server Staging Server Basic Enterprise Upgrade to Advanced Enterprise (up to four cores) ArcGIS Server Staging Server Standard Enterprise Upgrade to Advanced Enterprise (up to four cores) ArcGIS Server Staging Server Basic Enterprise Upgrade to Standard Enterprise (additional cores) ArcGIS Server Staging Server Basic Enterprise Upgrade to Advanced Enterprise (additional cores) ArcGIS Server Staging Server Standard Enterprise Upgrade to Advanced Enterprise (additional cores) 5 ArcGIS Server Enterprise Term Licenses ArcGIS Server Advanced Enterprise (up to four cores)30—Day Term License ArcGIS Server Advanced Enterprise (up to four cores)90—Day Term License $1,209.00 $1,209.00 $313.00 $313.00 $313.00 $313.00 $4,836.00 $4,836.00 $4,836.00 $4,836.00 $1,250.00 $1,250.00 $1,250.00 $1,250.00 $1,209.00 $1,209.00 $1,209.00 $1,209.00 $313.00 $313.00 $313.00 $313.00 $4,750.00 $14,250.00 $9,500.00 $1,188.00 $3,563.00 $2,375.00 $4,700.00 $12,000.00 E416 Page 11 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 ArcGIS Server Advanced Enterprise (up to four cores)365 —Day Term License ArcGIS Server Standard Enterprise (up to four cores)30—Day Term License ArcGIS Server Standard Enterprise (up to four cores)90—Day Term License ArcGIS Server Standard Enterprise (up to four cores)365—Day Term License ArcGIS Server Basic Enterprise (up to four cores)30—Day Term License ArcGIS Server Basic Enterprise (up to four cores)90 —Day Term License ArcGIS Server Basic Enterprise (up to four cores)365—Day Term License ArcGIS Server Workgroup Term Licensing ArcGIS Server Advanced Workgroup (up to four cores)30—Day Term License ArcGIS Server Advanced Workgroup (up to four cores)90—Day Term License ArcGIS Server Advanced Workgroup (up to four cores)365 —Day Term License ArcGIS Server Standard Workgroup (up to four cores)30—Day Term License ArcGIS Server Standard Workgroup (up to four cores)90—Day Term License ArcGIS Server Standard Workgroup (up to four cores)365 —Day Term License ArcGIS Server Basic Workgroup (maximum four cores)30—Day Term License ArcGIS Server Basic Workgroup (maximum four cores)90—Day Term License ArcGIS Server Basic Workgroup (maximum four cores)365—Day Term License ArcGIS Server Enterprise Extensions Term Licenses ArcGIS Server Advanced Enterprise Data Interoperability Extension (up to four cores) 30—Day Term License ArcGIS Server Advanced Enterprise Data Interoperability Extension (up to four cores) 90—Day Term License ArcGIS Server Advanced Enterprise Data Interoperability Extension (up to four cores) 365 —Day Term License ArcGIS Server Advanced Enterprise Schematics Extension (up to four cores)30—Day Term License ArcGIS Server Advanced Enterprise Schematics Extension (up to four cores)90—Day Term License ArcGIS Server Advanced Enterprise Schematics Extension (up to four cores)365 —Day Term License ArcGIS Server Advanced Enterprise Image Extension (up to four cores)30—Day Term License ArcGIS Server Advanced Enterprise Image Extension (up to four cores)90—Day Term License ArcGIS Server Advanced Enterprise Image Extension (up to four cores)365—Day Term License ArcGIS Server Advanced Enterprise Workflow Manager (up to four cores)30 —Day Term License ArcGIS Server Advanced Enterprise Workflow Manager (up to four cores)90 —Day Term License ArcGIS Server Advanced Enterprise Workflow Manager (up to four cores)365—Day Term License ArcGIS Server Standard Enterprise Data Interoperability Extension (up to four cores) 30—Day Term License ArcGIS Server Standard Enterprise Data Interoperability Extension (up to four cores) 90—Day Term License ArcGIS Server Standard Enterprise Data Interoperability Extension (up to four cores) 365 —Day Term License ArcGIS Server Standard Enterprise Image Extension (up to four cores)30—Day Term License ArcGIS Server Standard Enterprise Image Extension (up to four cores)90—Day Term License ArcGIS Server Standard Enterprise Image Extension (up to four cores)365 —Day Term License ArcGIS Server Standard Enterprise Workflow Manager (up to four cores)30 —Day Term $24,000.00 $2,300.00 $6,000.00 $12,000.00 $1,200.00 $3,000.00 $6,000.00 $2,300.00 $6,000.00 $12,000.00 $1,200.00 $3,000.00 $6,000.00 $600.00 $1,500.00 $3,000.00 $1,200.00 $3,000.00 $6,000.00 $1,200.00 $3,000.00 $6,000.00 $1,200.00 $3,000.00 $6,000.00 $1,200.00 $3,000.00 $6,000.00 $1,200.00 $3,000.00 $6,000.00 $1,200.00 $3,000.00 $6,000.00 $1,200.00 E416 Page 12 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 License ArcGIS Server Standard Enterprise Workflow Manager (up to four cores)90—Day Term License ArcGIS Server Standard Enterprise Workflow Manager (up to four cores)365 —Day Term License ArcGIS Server Standard Enterprise Network Extension (up to four cores)30—Day Term License ArcGIS Server Standard Enterprise Network Extension (up to four cores)90—Day Term License ArcGIS Server Standard Enterprise Network Extension (up to four cores)365 —Day Term License 5 AArcllServer Workgroup Extensions Term Licenses ArcGIS Server Advanced Workgroup Data Interoperability Extension (up to four cores) 30—Day Term License ArcGIS Server Advanced Workgroup Data Interoperability Extension (up to four cores) 90—Day Term License ArcGIS Server Advanced Workgroup Data lnteroperability Extension (up to four cores) 365 —Day Term License ArcGIS Server Advanced Workgroup Schematics Extension (up to four cores)30—Day Term License ArcGIS Server Advanced Workgroup Schematics Extension (up to four cores)90—Day Term License ArcGIS Server Advanced Workgroup Schematics Extension (up to four cores)365 —Day Term License ArcGIS Server Advanced Workgroup Image Extension (up to four cores)30—Day Term License ArcGIS Server Advanced Workgroup Image Extension (up to four cores)90—Day Term License ArcGIS Server Advanced Workgroup Image Extension (up to four cores)365 —Day Term License ArcGIS Server Advanced Workgroup Workflow Manager (up to four cores)30 —Day Term License ArcGIS Server Advanced Workgroup Workflow Manager (up to four cores)90 —Day Term License ArcGIS Server Advanced Workgroup Workflow Manager (up to four cores)365 —Day Term License ArcGIS Server Standard Workgroup Data Interoperability Extension (up to four cores) 30—Day Term License ArcGIS Server Standard Workgroup Data Interoperability Extension (up to four cores) 90—Day Term License ArcGIS Server Standard Workgroup Data Interoperability Extension (up to four cores) 365 —Day Term License ArcGIS Server Standard Workgroup Image Extension (up to four cores)30—Day Term License ArcGIS Server Standard Workgroup Image Extension (up to four cores)90—Day Term License ArcGIS Server Standard Workgroup Image Extension (up to four cores)365 —Day Term License ArcGIS Server Standard Workgroup Workflow Manager (up to four cores)30—Day Term License ArcGIS Server Standard Workgroup Workflow Manager (up to four cores)90—Day Term License ArcGIS Server Standard Workgroup Workflow Manager (up to four cores)365 —Day Term License ArcGIS Server Standard Workgroup Network Extension (up to four cores)30—Day Term License ArcGIS Server Standard Workgroup Network Extension (up to four cores)90—Day Term $3,000.00 $6,000.00 $1,200.00 $3,000.00 $6,000.00 $600.00 $1,500.00 $3,000.00 $600.00 $1,500.00 $3,000.00 $600.00 $1,500.00 $3,000.00 $600.00 $1,500.00 $3,000.00 $600.00 $1,500.00 $3,000.00 $600.00 $1,500.00 $3,000.00 $600.00 $1,500.00 $3,000.00 $600.00 $1,500.00 E416 Page 13 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 License ArcGIS Server Standard Workgroup Network Extension (up to four cores)365 —Day Term License ArclMS ArclMS Full Use Deployment (up to two cores) ArclMS Full Use Deployment (additional core —maximum four cores per server) ArclMS Full Use Deployment (up to two cores)Maintenance ArclMS Full Use Deployment (additional core)Maintenance ArclMS Staging Server ArclMS Full Use Deployment Staging Server (up to two cores) ArclMS Full Use Deployment Staging Server (additional cores —maximum four cores per server) ArclMS Full Use Deployment Staging Server (up to two cores)Maintenance ArclMS Full Use Deployment Staging Server (additional cores)Maintenance Business Applications Software Esri Business Analyst Desktop —Single Use Licenses Esri Business Analyst (National Dataset)Software and Data License and One Year Maintenance (per license) Esri Business Analyst (One Region Dataset)Software and Data License and One Year Maintenance (per license) Esri Business Analyst (One State Dataset)Software and Data License and One Year Maintenance (per license) Esri Business Analyst Desktop —Concurrent Use Licenses Esri Business Analyst (National Dataset)Software and Data License and One Year Maintenance (per license) Esri Business Analyst (One Region Dataset)Software and Data License and One Year Maintenance (per license) Esri Business Analyst (One State Dataset)Software and Data License and One Year Maintenance (per license) Esri Business Analyst Desktop Maintenance -Concurrent Use and Single Use Annual Maintenance for Esri Business Analyst (National Dataset)Software License (per license) Annual Maintenance for Esri Business Analyst (One Region Dataset)Software License and One Year Maintenance (per license) Annual Maintenance for Esri Business Analyst (One State Dataset)Software License and One Year Maintenance (per license) Esri Business Analyst Desktop Premium —Concurrent Use Licenses Esri Business Analyst Desktop Premium —National Concurrent Use License Esri Business Analyst Desktop Premium —Regional Concurrent Use License Esri Business Analyst Desktop Premium —State Concurrent Use License Esri Business Analyst Desktop Premium —Single Use Licenses Esri Business Analyst Desktop Premium —National Single Use License Esri Business Analyst Desktop Premium —Regional Single Use License Esri Business Analyst Desktop Premium —State Single Use License Annual Maintenance for Esri Business Analyst Desktop Premium —Concurrent Use and Single Use Annual Maintenance for Esri Business Analyst Desktop Premium —National Concurrent Use and Single Use Annual Maintenance for Esri Business Analyst Desktop Premium —Regional Concurrent Use and Single Use Annual Maintenance for Esri Business Analyst Desktop Premium —State Concurrent Use and Single Use Esri Business Analyst Desktop Canadian Edition $3,000.00 $4,750.00 $2,375.00 $1,000.00 $500.00 $2,375.00 $1,188.00 $500.00 $250.00 $17,570.00 $12,820.00 $8,070.00 $17,570.00 $12,820.00 $8,070.00 $14,795.00 $10,795.00 $6,795.00 $38,945.00 $28,016.00 $17,485.00 $38,945.00 $28,016.00 $17,485.00 $32,795.00 $23,590.00 $14,720.00 E416 Page 14 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Esri Business Analyst Desktop Canadian Edition Basic (Standard National Dataset) SoRware and Data License and One Year Maintenance Single Use (per license) Esri Business Analyst Desktop Canadian Edition Basic (Standard National Dataset) SoRware and Data License and One Year Maintenance Concurrent Use (per license) Esri Business Analyst Desktop Canadian Edition Basic (Enhanced National Dataset) SoRware and Data License and One Year Maintenance Single Use (per license) Esri Business Analyst Desktop Canadian Edition Basic (Enhanced National Dataset) SoRware and Data License and One Year Maintenance Concurrent Use (per license) Annual Maintenance for Esri Business Analyst Desktop Canadian Edition Basic (Standard National Dataset)Software and Data License and One Year Maintenance (per license) Annual Maintenance for Esri Business Analyst Desktop Canadian Edition Basic (Enhanced National Dataset)Software and Data License and One Year Maintenance (per license) Esri Business Analyst Server Esri Business Analyst Server Advanced Enterprise Esri Business Analyst Server Advanced Enterprise (includes ArcGIS Server)(up to four cores) Esri Business Analyst Server Advanced Enterprise (includes ArcGIS Server)(additional core) Esri Business Analyst Server Advanced Enterprise (includes ArcGIS Server)(up to four cores)Maintenance Esri Business Analyst Server Advanced Enterprise (includes ArcGIS Server)(additional core)Maintenance Esri Business Analyst Server Advanced Workgroup Esri Business Analyst Server Advanced Workgroup (per server —minimum two cores, maximum four cores) Annual Maintenance for Esri Business Analyst Server Advanced Workgroup (per server—minimum two cores,maximum four cores) Esri Business Analyst Server -Staging Server Esri Business Analyst Server Staging Server Advanced Enterprise (includes ArcGIS Server)(up to four cores) Esri Business Analyst Server Staging Server Advanced Enterprise (includes ArcGIS Server)(additional core) Annual Maintenance for Esri Business Analyst Server Staging Server Advanced Enterprise (includes ArcGIS Server)(up to four cores) Annual Maintenance for Esri Business Analyst Server Advanced Enterprise (includes ArcGIS Server)(additional core) Esri Business Analyst Online Esri Business Analyst Online—Basic 12-Month Subscription Esri Business Analyst Online—Standard 12-Month Subscription Esri Business Analyst Online—Standard Plus 12-Month Subscription Esri Community Analyst Esri Community Analyst Basic —Single-User Subscription Esri Community Analyst Basic —3-User Subscription Esri Community Analyst Basic —5-User Subscription Esri Community Analyst Basic—10-User Subscription Esri Community Analyst Standard —Single-User Subscription Esri Community Analyst Standard —3-User Subscription Esri Community Analyst Standard —5-User Subscription Esri Community Analyst Standard —10-User Subscription Esri Community Analyst Standard Plus —Single-User Subscription Esri Community Analyst Standard Plus —3-User Subscription Esri Community Analyst Standard Plus —5-User Subscription $31,208.00 $31,208.00 $47,453.00 $47,453.00 $26,280.00 $39,960.00 $142,500.00 $35,625.00 $100,000.00 $25,000.00 $71,250.00 $50,000.00 $36,270.00 $9,068.00 $25,000.00 $6,250.00 $945.00 $2,370.00 $3,795.00 $945.00 $1,420.00 $1,895.00 $2,845.00 $2,370.00 $3,605.00 $4,745.00 $7,120.00 $3,795.00 $5,695.00 $7,595.00 E416 Page 15 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 10 10 10 Esri Community Analyst Standard Plus —10-User Subscription Tracking Server Tracking Server for Windows (up to two cores) Tracking Server for Windows (additional core) Annual Maintenance for Tracking Server (up to two cores) Annual Maintenance for Tracking Server (additional core) Tracking Server (Staging Servers) Tracking Server Staging Server for Windows (up to two cores) Tracking Server Staging Server for Windows (additional core) Annual Maintenance for Tracking Server Staging Server (up to two cores) Annual Maintenance for Tracking Server Staging Server (additional cores) ArcLogistics Desktop ArcLogistics Single Use License ArcLogistics Single Use Annual Maintenance ArcLogistics Tele Atlas Street Data North America —Single Use ArcLogistics NAVTEQ Street Data North America —Single Use ArcLogistics Tele Atlas Street Data Europe —Single Use ArcLogistics NAVTEQ Street Data Europe —Single Use ArcLogistics Tele Atlas Street Data North America —Single Use Annual Maintenance ArcLogistics NAVTEQ Street Data North America —Single Use Annual Maintenance ArcLogistics Tele Atlas Street Data Europe —Single Use Annual Maintenance ArcLogistics NAVTEQ Street Data Europe —Single Use Annual Maintenance ArcLogistics Navigator ArcLogistics Navigator—Single Use License (5—pack bundle) ArcLogistics Navigator—NAVTEQ North America Data —Single Use License (5—pack bundle) ArcLogistics Navigator—NAVTEQ Europe Data—Single Use License (5—pack bundle) ArcLogistics Navigator—Tele Atlas North America Data—Single Use License (5—pack bundle) ArcLogistics Navigator—Tele Atlas Europe Data —Single Use License (5—pack bundle) Annual Maintenance forArcLogistics Navigator—Single Use License (5—pack bundle) Annual Maintenance forArcLogistics Navigator—NAVTEQ North America Data —Single Use License (5—pack bundle) Annual Maintenance forArcLogistics Navigator—NAVTEQ Europe Data —Single Use License (5—pack bundle) Annual Maintenance forArcLogistics Navigator—Tele Atlas North America Data —Single Use License (5—pack bundle) Annual Maintenance forArcLogistics Navigator—Tele Atlas Europe Data —Single Use License (5—pack bundle) ArcLogistics Using ArcGIS Online ArcLogistics Using ArcGIS Online—Annual Fee (up to 5 vehicles) ArcLogistics Using ArcGIS Online—Annual Fee (up to 10 vehicles) ArcLogistics Using ArcGIS Online—Annual Fee (up to 20 vehicles) ArcLogistics Using ArcGIS Online—Annual Fee (up to 50 vehicles) ArcLogistics Using ArcGIS Online—Monthly Fee (up to 5 vehicles) ArcLogistics Using ArcGIS Online—Monthly Fee (up to 10 vehicles) ArcLogistics Using ArcGIS Online—Monthly Fee (up to 20 vehicles) ArcLogistics Using ArcGIS Online—Monthly Fee (up to 50 vehicles) Address Coder Address Coder Standard National (per user license) Address Coder Standard Regional (per user license) Address Coder Standard State (per user license) Annual Maintenance forAddress Coder Standard National (per user license) $11,395.00 $9,672.00 $4,836.00 $2,500.00 $1,250.00 $4,836.00 $2,418.00 $1,250.00 $625.00 $7,600.00 $1,600.00 $2,200.00 $2,200.00 $2,200.00 $2,200.00 $1,600.00 $1,600.00 $1,600.00 $1,600.00 $950.00 $400.00 $600.00 $400.00 $600.00 $200.00 $300.00 $500.00 $300.00 $500.00 $1,000.00 $2,000.00 $3,500.00 $4,500.00 $100.00 $200.00 $350.00 $450.00 $8,550.00 $6,175.00 $3,420.00 $7,200.00 E416 Page 16 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 12 12 12 13 13 Annual Maintenance forAddress Coder Standard Regional (per user license) Annual Maintenance forAddress Coder Standard State (per user license) Address Coder Premium National (per user license) Address Coder Premium Regional (per user license) Address Coder Premium State (per user license) Annual Maintenance forAddress Coder Premium National (per user license) Annual Maintenance forAddress Coder Premium Regional (per user license) Annual Maintenance for Address Coder Premium State (per user license) Tapestry Add-on National (per user license) Tapestry Add-on Regional (per user license) Tapestry Add-on State (per user license) Annual Maintenance for Tapestry Add-on National (per user license) Annual Maintenance for Tapestry Add-on Regional (per user license) Annual Maintenance for Tapestry Add-on State (per user license) Tapestry ZIP +4 Add-on National (per user license) Tapestry ZIP +4 Add-on Regional (per user license) Tapestry ZIP +4 Add-on State (per user license) Annual Maintenance for Tapestry ZIP +4 Add-on National (per user license) Annual Maintenance for Tapestry ZIP +4 Add-on Regional (per user license) Annual Maintenance for Tapestry ZIP +4 Add-on State (per user license) Other Software Maplt Maplt Deployment Server License (per server) Maplt Deployment Server License (per server)—Annual Maintenance Esri Mapping and Charting Esri Production Mapping Concurrent Use License Esri Production Mapping Single Use License Annual Maintenance for Esri Production Mapping Concurrent Use License Annual Maintenance for Esri Production Mapping Single Use License Esri Defense Mapping Concurrent Use License Esri Defense Mapping Single Use License Annual Maintenance for Esri Defense Mapping Concurrent Use License Annual Maintenance for Esri Defense Mapping Single Use License Esri Aeronautical Solution Concurrent Use License Esri Aeronautical Solution Single Use License Annual Maintenance for Esri Aeronautical Solution Concurrent Use License Annual Maintenance for Esri Aeronautical Solution Single Use License Esri Nautical Solution Concurrent Use License Esri Nautical Solution Single Use License Annual Maintenance for Esri Nautical Solution Concurrent Use License Annual Maintenance for Esri Nautical Solution Single Use License Mobile GIS ArcPad ArcPad Single Use License ArcPad Single Use License with ArcPad StreetMap Premium Tele Atlas Europe Street Data ArcPad with ArcPad StreetMap Premium Tele Atlas North America (USA and Canada) and Europe Street Data ArcPad with ArcPad StreetMap Premium Tele Atlas North America (USA and Canada) Street Data ArcPad Single Use License Annual Maintenance ArcPad 5.x/6.x/7.x Upgrade to 10 $5,200.00 $2,880.00 $14,250.00 $9,975.00 $5,700.00 $12,000.00 $8,400.00 $4,800.00 $9,120.00 $5,472.00 $3,648.00 $7,680.00 $4,608.00 $3,072.00 $22,800.00 $13,680.00 $9,120.00 $19,200.00 $11,520.00 $7,680.00 $4,275.00 $900.00 $9,500.00 $9,500.00 $2,500.00 $2,500.00 $9,500.00 $9,500.00 $2,500.00 $2,500.00 $9,500.00 $9,500.00 $2,500.00 $2,500.00 $9,500.00 $9,500.00 $2,500.00 $2,500.00 $665.00 $665.00 $665.00 $665.00 $250.00 $242.00 E416 Page 17 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 13 14 14 14 15 15 15 15 15 ArcPad with ArcPad StreetMap Premium Tele Atlas North America (USA and Canada) Street Data Upgrade ArcPad with ArcPad StreetMap Premium Tele Atlas Europe Street Data Upgrade ArcPad with ArcPad StreetMap Premium Tele Atlas North America (USA and Canada) and Europe Street Data Upgrade ArcGIS Mobile ArcGIS Mobile for ArcGIS Desktop or ArcGIS Engine —5 Deployment Pack License Annual Maintenance forArcGIS Mobile for ArcGIS Desktop or ArcGIS Engine —5 Deployment Pack License ArcGIS Mobile for ArcGIS Server Standard Enterprise or Advanced Workgroup—50 Deployment Pack License Annual Maintenance forArcGIS Mobile for ArcGIS Server Standard Enterprise or Advanced Workgroup—50 Deployment Pack License Esri Developer Network (EDN) Annual License for Esri Developer Network (EDN)without ArcView EDN with ArcView Single Use License Bundle (includes 3D Analyst,Spatial Analyst,and Network Analyst extensions) EDN with ArcEditor Single Use License Bundle (includes 3D Analyst,Spatial Analyst, and Network Analyst extensions) EDN with Arclnfo Desktop License Bundle (includes 3D Analyst,Spatial Analyst,and Network Analyst extensions) For Customers Who Already Subscribe to EDN Add-on ArcViewto a Current EDN Single Use License —One per EDN License Add-on ArcEditor to a Current EDN Single Use License —One per EDN License Add-on Arclnfo Desktop to a Current EDN Single Use License —One per EDN License Software Upgrades EDN with ArcView Upgrade to ArcEditor Single Use EDN with ArcView Upgrade to Arclnfo Desktop Concurrent Use EDN with ArcEditor Upgrade to Arclnfo Desktop Concurrent Use Technical Support (10 calls)for EDN Instructor-Led Training (5 days)for EDN ArcGIS Server with Cloud Infrastructure ArcGIS Server with Cloud Infrastructure —Annual Term Licenses ArcGIS Server Advanced Enterprise Annual Term License ArcGIS Server Standard Enterprise Annual Term License ArcGIS Server Basic Enterprise Annual Term License ArcGIS Server Extensions with Cloud Infrastructure —Annual Term Licenses ArcGIS Server Advanced Enterprise Workflow Manager Extension Annual License ArcGIS Server Standard Enterprise Workflow Manager Extension Annual License ArcGIS Server Advanced Enterprise Data Interoperability Extension Annual License ArcGIS Server Standard Enterprise Data Interoperability Extension Annual License ArcGIS Server Advanced Enterprise Image Extension Annual License ArcGIS Server Standard Enterprise Image Extension Annual License ArcGIS Server Advanced Enterprise Schematics Extension Annual License ArcGIS Server Standard Enterprise Network Extension Annual License ArcGIS Server with Cloud Infrastructure —Quarterly Term Licenses ArcGIS Server Advanced Enterprise Quarterly Term License ArcGIS Server Standard Enterprise Quarterly Term License ArcGIS Server Basic Enterprise Quarterly Term License ArcGIS Server Extensions with Cloud Infrastructure —Quarterly Term Licenses ArcGIS Server Advanced Enterprise Workflow Manager Extension Quarterly Term License ArcGIS Server Standard Enterprise Workflow Manager Extension Quarterly Term License $242.00 $242.00 $242.00 $1,425.00 $300.00 $14,250.00 $3,000.00 $1,451.00 $1,934.00 $2,902.00 $3,869.00 $484.00 $1,451.00 $2,418.00 $967.00 $1,934.00 $967.00 $2,000.00 $2,200.00 $40,000.00 $30,000.00 $25,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $6,000.00 $12,500.00 $10,000.00 $8,500.00 $3,000.00 $3,000.00 E416 Page 18 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 15 15 16 16 16 16 ArcGIS Server Advanced Enterprise Data Interoperability Extension Quarterly Term License ArcGIS Server Standard Enterprise Data Interoperability Extension Quarterly Term License ArcGIS Server Advanced Enterprise Image Extension Quarterly Term License ArcGIS Server Standard Enterprise Image Extension Quarterly Term License ArcGIS Server Advanced Enterprise Schematics Extension Quarterly Term License ArcGIS Server Standard Enterprise Network Extension Quarterly Term License ArcGIS Server with Cloud Infrastructure —Monthly Term Licenses ArcGIS Server Advanced Enterprise Monthly Term License ArcGIS Server Standard Enterprise Monthly Term License ArcGIS Server Basic Enterprise Monthly Term License ArcGIS Server Extensions with Cloud Infrastructure —Monthly Term Licenses ArcGIS Server Advanced Enterprise Workflow Manager Extension Monthly Term License ArcGIS Server Standard Enterprise Workflow Manager Extension Monthly Term License ArcGIS Server Advanced Enterprise Data lnteroperability Extension Monthly Term License ArcGIS Server Standard Enterprise Data lnteroperability Extension Monthly Term License ArcGIS Server Advanced Enterprise Image Extension Monthly Term License ArcGIS Server Standard Enterprise Image Extension Monthly Term License ArcGIS Server Advanced Enterprise Schematics Extension Monthly Term License ArcGIS Server Standard Enterprise Network Extension Monthly Term License Instructor-Led Training Esri Site Training—per Student,per Day at Esri Learning Centers in the United States Instructor-Led Online Classroom Training—per Student,per Day Additional Student —Client Site Private Class per Student per Day Additional Student —Esri Site Private Class per Student per Day Private Classes —Esri Site per Class per Day (12 students)in Locations in the United States Private Classes —Client Site per Class per Day (12 students)in Locations in the United States Client Coaching Services —Client Site Client Coaching Services —Esri Site Virtual Campus Individual Courses Esri Virtual Campus Training Course Pricing (1 paid module)—per Seat Esri Virtual Campus Training Course Pricing (2 paid modules)—per Seat Esri Virtual Campus Training Course Pricing (3 paid modules)—per Seat Esri Virtual Campus Training Course Pricing (4 paid modules)—per Seat Esri Virtual Campus Training Course Pricing (5 paid modules)—per Seat Esri Virtual Campus Training Course Pricing (6 paid modules)—per Seat Esri Virtual Campus Training Course Pricing (7 paid modules)—per Seat Esri Virtual Campus Training Course Pricing (8 paid modules)—per Seat Esri Virtual Campus Training Course Pricing (9 paid modules)—per Seat Esri Virtual Campus Annual User License Pricing Premium Annual User License (2,500 Virtual Campus dollar value) Premium Annual User License (5,000 Virtual Campus dollar value) Premium Annual User License (7,500 Virtual Campus dollar value) Premium Annual User License (10,000 Virtual Campus dollar value) Premium Annual User License (25,000 Virtual Campus dollar value) $3,000.00 $3,000.00 $3,000.00 $3,000.00 $3,000.00 $3,000.00 $5,000.00 $4,000.00 $3,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $1,000.00 $505.00 $505.00 $340.00 $340.00 $4,545.00 $4,545.00 $4,120.00 $4,120.00 $32.00 $64.00 $96.00 $128.00 $160.00 $192.00 $224.00 $256.00 $288.00 $2,250.00 $4,250.00 $6,000.00 $7,000.00 $16,250.00 E416 Page 19 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 16 17 20 20 20 Premium One —Year Extension Annual User License Esri Training Pass Esri Training Pass —per Day,50 Days or Greater/per —Year-Multiple Year Term Esri Training Pass —per Day,50 Days or Greater/per Year—One-Year Term Esri Training Pass —per Day,Up to 49 Days/per Year—Multiple Year Term Esri Training Pass —per Day,Up to 49 Days/per Year—One-Year Term Esri Training Pass —One year extension,Up to 49 Days Esri Training Pass —One year extension,50 Days or More Esri Enterprise Advantage Program (EEAP) Esri Enterprise Advantage Program (EEAP) Additional EEAP 50 Learning and Service Credits Additional EEAP 100 Learning and Service Credits Additional EEAP Technical Advisor Services Esri StreetMap Premium Advanced NAVTEQ Data Esri StreetMap Premium Advanced NAVTEQ Data —United States United States —All Usage Types (per single use Desktop user/per year) United States —All Usage Types (per concurrent use Desktop user/per year) United States —All Usage Types (per Server Workgroup/per year) United States —All Usage Types (per Server Enterprise/per year) United States —All Usage Types (per additional 2 cores Server Enterprise/per year) United States —Display (per single use Desktop user/per year) United States —Display (per concurrent use Desktop user/per year) United States —Display (per Server Workgroup/per year) United States —Display (per Server Enterprise/per year) United States —Display (per additional 2 cores Server Enterprise/per year) United States —Geocode (per single use Desktop user/per year) United States —Geocode (per concurrent use Desktop user/per year) United States —Geocode (per Server Workgroup/per year) United States —Geocode (per Server Enterprise/per year) United States —Geocode (per additional 2 cores Server Enterprise/per year) United States —Route (per single use Desktop user/per year) United States —Route (per concurrent use Desktop user/per year) United States —Route (per Server Workgroup/per year) United States —Route (per Server Enterprise/per year) United States —Route (per additional2 cores Server Enterprise/per year) Esri StreetMap Premium Advanced NAVTEQ Data —State State —All Usage Types (per single use Desktop user/per year) State —All Usage Types (per concurrent use Desktop user/per year) State —All Usage Types (per Server Workgroup/per year) State —All Usage Types (per Server Enterprise/per year) State —All Usage Types (per additional 2 cores Server Enterprise/per year) State —Display (per single use Desktop user/per year) State —Display (per concurrent use Desktop user/per year) State —Display (per Server Workgroup/per year) State —Display (per Server Enterprise/per year) State —Display (per additional 2 cores Server Enterprise/per year) State —Geocode (per single use Desktop user/per year) State —Geocode (per concurrent use Desktop user/per year) State —Geocode (per Server Workgroup/per year) State —Geocode (per Server Enterprise/per year) State —Geocode (per additional2 cores Server Enterprise/per year) State —Route (per single use Desktop user/per year) $660.00 $480.00 $480.00 $505.00 $505.00 $500.00 $1,500.00 $75,000.00 $23,500.00 $47,000.00 $21,000.00 $8,800.00 $22,000.00 $44,000.00 $110,000.00 $44,000.00 $1,200.00 $3,000.00 $6,000.00 $15,000.00 $6,000.00 $3,100.00 $7,750.00 $15,500.00 $38,750.00 $15,500.00 $4,500.00 $11,250.00 $22,500.00 $56,250.00 $22,500.00 $2,900.00 $7,250.00 $14,500.00 $36,250.00 $14,500.00 $400.00 $1,000.00 $2,000.00 $5,000.00 $2,000.00 $1,000.00 $2,500.00 $5,000.00 $12,500.00 $5,000.00 $1,500.00 E416 Page 20 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 20 20 20 State —Route (per concurrent use Desktop user/per year) State —Route (per Server Workgroup/per year) State —Route (per Server Enterprise/per year) State —Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium Advanced NAVTEQ Data —North America (United States, Canada 8 Mexico) North America—All Usage Types (per single use Desktop user/per year) North America—All Usage Types (per concurrent use Desktop user/per year) North America—All Usage Types (per Server Workgroup/per year) North America—All Usage Types (per Server Enterprise/per year) North America—All Usage Types (per additional 2 cores Server Enterprise/per year) North America—Display (per single use Desktop user/per year) North America—Display (per concurrent use Desktop user/per year) North America—Display (per Server Workgroup/per year) North America—Display (per Server Enterprise/per year) North America—Display (per additional 2 cores Server Enterprise/per year) North America—Geocode (per single use Desktop user/per year) North America—Geocode (per concurrent use Desktop user/per year) North America—Geocode (per Server Workgroup/per year) North America—Geocode (per Server Enterprise/per year) North America—Geocode (per additional 2 cores Server Enterprise/per year) North America—Route (per single use Desktop user/per year) North America—Route (per concurrent use Desktop user/per year) North America—Route (per Server Workgroup/per year) North America—Route (per Server Enterprise/per year) North America—Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium Advanced NAVTEQ Data —United States 8 Canada United States and Canada —All Usage Types (per single use Desktop user/per year) United States and Canada —All Usage Types (per concurrent use Desktop user/per year) United States and Canada —All Usage Types (per Server Workgroup/per year) United States and Canada —All Usage Types (per Server Enterprise/per year) United States and Canada —All Usage Types (per additional 2 cores Server Enterprise/per year) United States and Canada —Display (per single use Desktop user/per year) United States and Canada —Display (per concurrent use Desktop user/per year) United States and Canada —Display (per Server Workgroup/per year) United States and Canada —Display (per Server Enterprise/per year) United States and Canada —Display (per additional 2 cores Server Enterprise/per year) United States and Canada —Geocode (per single use Desktop user/per year) United States and Canada —Geocode (per concurrent use Desktop user/per year) United States and Canada —Geocode (per Server Workgroup/per year) United States and Canada —Geocode (per Server Enterprise/per year) United States and Canada —Geocode (per additional 2 cores Server Enterprise/per year) United States and Canada —Route (per single use Desktop user/per year) United States and Canada —Route (per concurrent use Desktop user/per year) United States and Canada —Route (per Server Workgroup/per year) United States and Canada —Route (per Server Enterprise/per year) United States and Canada —Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium Advanced NAVTEQ Data —Canada Canada —All Usage Types (per single use Desktop user/per year) Canada —All Usage Types (per concurrent use Desktop user/per year) $3,750.00 $7,500.00 $18,750.00 $7,500.00 $15,900.00 $39,750.00 $79,500.00 $198,750.00 $79,500.00 $2,400.00 $6,000.00 $12,000.00 $30,000.00 $12,000.00 $5,000.00 $12,500.00 $25,000.00 $62,500.00 $25,000.00 $8,500.00 $21,250.00 $42,500.00 $106,250.00 $42,500.00 $13,500.00 $33,750.00 $67,500.00 $168,750.00 $67,500.00 $1,800.00 $4,500.00 $9,000.00 $22,500.00 $9,000.00 $4,200.00 $10,500.00 $21,000.00 $52,500.00 $21,000.00 $7,500.00 $18,750.00 $37,500.00 $93,750.00 $37,500.00 $6,100.00 $15,250.00 E416 Page 21 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 20 20 20 Canada —All Usage Types (per Server Workgroup/per year) Canada —All Usage Types (per Server Enterprise/per year) Canada —All Usage Types (per additional 2 cores Server Enterprise/per year) Canada —Display (per single use Desktop user/per year) Canada —Display (per concurrent use Desktop user/per year) Canada —Display (per Server Workgroup/per year) Canada —Display (per Server Enterprise/per year) Canada —Display (per additional 2 cores Server Enterprise/per year) Canada —Route (per single use Desktop user/per year) Canada —Route (per concurrent use Desktop user/per year) Canada —Route (per Server Workgroup/per year) Canada —Route (per Server Enterprise/per year) Canada —Route (per additional2 cores Server Enterprise/per year) Esri StreetMap Premium Advanced NAVTEQ Data —Province Province —All Usage Types (per single use Desktop user/per year) Province —All Usage Types (per concurrent use Desktop user/per year) Province —All Usage Types (per Server Workgroup/per year) Province —All Usage Types (per Server Enterprise/per year) Province —All Usage Types (per additional 2 cores Server Enterprise/per year) Province —Display (per single use Desktop user/per year) Province —Display (per concurrent use Desktop user/per year) Province —Display (per Server Workgroup/per year) Province —Display (per Server Enterprise/per year) Province —Display (per additional2 cores Server Enterprise/per year) Province —Geocode (per single use Desktop user/per year) Province —Geocode (per concurrent use Desktop user/per year) Province —Geocode (per Server Workgroup/per year) Province —Geocode (per Server Enterprise/per year) Province —Geocode (per additional 2 cores Server Enterprise/per year) Province —Route (per single use Desktop user/per year) Province —Route (per concurrent use Desktop user/per year) Province —Route (per Server Workgroup/per year) Province —Route (per Server Enterprise/per year) Province —Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium NAVTEQ Data Esri StreetMap Premium NAVTEQ Data —United States United States —All Usage Types (per single use Desktop user/per year) United States —All Usage Types (per concurrent use Desktop user/per year) United States —All Usage Types (per Server Workgroup/per year) United States —All Usage Types (per Server Enterprise/per year) United States —All Usage Types (per additional 2 cores Server Enterprise/per year) United States —Display (per single use Desktop user/per year) United States —Display (per concurrent use Desktop user/per year) United States —Display (per Server Workgroup/per year) United States —Display (per Server Enterprise/per year) United States —Display (per additional 2 cores Server Enterprise/per year) United States —Geocode (per single use Desktop user/per year) United States —Geocode (per concurrent use Desktop user/per year) United States —Geocode (per Server Workgroup/per year) United States —Geocode (per Server Enterprise/per year) United States —Geocode (per additional 2 cores Server Enterprise/per year) United States —Route (per single use Desktop user/per year) $30,500.00 $76,500.00 $30,500.00 $960.00 $2,400.00 $4,800.00 $12,000.00 $4,800.00 $3,700.00 $9,250.00 $18,500.00 $46,250.00 $18,500.00 $2,900.00 $7,250.00 $14,500.00 $36,250.00 $14,500.00 $400.00 $1,000.00 $2,000.00 $5,000.00 $2,000.00 $1,000.00 $2,500.00 $5,000.00 $12,500.00 $5,000.00 $1,500.00 $3,750.00 $7,500.00 $18,750.00 $7,500.00 $6,000.00 $15,000.00 $30,000.00 $75,000.00 $30,000.00 $1,200.00 $3,000.00 $6,000.00 $15,000.00 $6,000.00 $1,800.00 $4,500.00 $9,000.00 $22,500.00 $9,000.00 $3,000.00 E416 Page 22 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 20 20 20 United States —Route (per concurrent use Desktop user/per year) United States —Route (per Server Workgroup/per year) United States —Route (per Server Enterprise/per year) United States —Route (per additional2 cores Server Enterprise/per year) Esri StreetMap Premium NAVTEQ Data —North America (United States,Canada 8 Mexico) North America —All Usage Types (per single use Desktop user/per year) North America—All Usage Types (per concurrent use Desktop user/per year) North America—All Usage Types (per Server Workgroup/per year) North America—All Usage Types (per Server Enterprise/per year) North America—All Usage Types (per additional 2 cores Server Enterprise/per year) North America—Display (per single use Desktop user/per year) North America—Display (per concurrent use Desktop user/per year) North America—Display (per Server Workgroup/per year) North America—Display (per Server Enterprise/per year) North America—Display (per additional 2 cores Server Enterprise/per year) North America—Geocode (per single use Desktop user/per year) North America—Geocode (per concurrent use Desktop user/per year) North America—Geocode (per Server Workgroup/per year) North America—Geocode (per Server Enterprise/per year) North America—Geocode (per additional 2 cores Server Enterprise/per year) North America—Route (per single use Desktop user/per year) North America—Route (per concurrent use Desktop user/per year) North America—Route (per Server Workgroup/per year) North America—Route (per Server Enterprise/per year) North America—Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium NAVTEQ Data —State State —All Usage Types (per single use Desktop user/per year) State —All Usage Types (per concurrent use Desktop user/per year) State —All Usage Types (per Server Workgroup/per year) State —All Usage Types (per Server Enterprise/per year) State —All Usage Types (per additional 2 cores Server Enterprise/per year) State —Display (per single use Desktop user/per year) State —Display (per concurrent use Desktop user/per year) State —Display (per Server Workgroup/per year) State —Display (per Server Enterprise/per year) State —Display (per additional 2 cores Server Enterprise/per year) State —Geocode (per single use Desktop user/per year) State —Geocode (per concurrent use Desktop user/per year) State —Geocode (per Server Workgroup/per year) State —Geocode (per Server Enterprise/per year) State —Geocode (per additional2 cores Server Enterprise/per year) State —Route (per single use Desktop user/per year) State —Route (per concurrent use Desktop user/per year) State —Route (per Server Workgroup/per year) State —Route (per Server Enterprise/per year) State —Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium NAVTEQ Data —Canada Canada —All Usage Types (per single use Desktop user/per year) Canada —All Usage Types (per concurrent use Desktop user/per year) Canada —All Usage Types (per Server Workgroup/per year) Canada —All Usage Types (per Server Enterprise/per year) $7,500.00 $15,000.00 $37,500.00 $15,000.00 $12,000.00 $30,000.00 $60,000.00 $150,000.00 $60,000.00 $2,400.00 $6,000.00 $12,000.00 $30,000.00 $12,000.00 $3,600.00 $9,000.00 $18,000.00 $45,000.00 $18,000.00 $6,000.00 $15,000.00 $30,000.00 $75,000.00 $30,000.00 $2,000.00 $5,000.00 $10,000.00 $25,000.00 $10,000.00 $400.00 $1,000.00 $2,000.00 $5,000.00 $2,000.00 $600.00 $1,500.00 $3,000.00 $7,500.00 $3,000.00 $1,000.00 $2,500.00 $5,000.00 $12,500.00 $5,000.00 $4,800.00 $12,000.00 $24,000.00 $60,000.00 E416 Page 23 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 20 20 Canada —All Usage Types (per additional 2 cores Server Enterprise/per year) Canada —Display (per single use Desktop user/per year) Canada —Display (per concurrent use Desktop user/per year) Canada —Display (per Server Workgroup/per year) Canada —Display (per Server Enterprise/per year) Canada —Display (per additional 2 cores Server Enterprise/per year) Canada —Geocode (per single use Desktop user/per year) Canada —Geocode (per concurrent use Desktop user/per year) Canada —Geocode (per Server Workgroup/per year) Canada —Geocode (per Server Enterprise/per year) Canada —Geocode (per additional 2 cores Server Enterprise/per year) Canada —Route (per single use Desktop user/per year) Canada —Route (per concurrent use Desktop user/per year) Canada —Route (per Server Workgroup/per year) Canada —Route (per Server Enterprise/per year) Canada —Route (per additional2 cores Server Enterprise/per year) Esri StreetMap Premium NAVTEQ Data —Province Province —All Usage Types (per single use Desktop user/per year) Province —All Usage Types (per concurrent use Desktop user/per year) Province —All Usage Types (per Server Workgroup/per year) Province —All Usage Types (per Server Enterprise/per year) Province —All Usage Types (per additional 2 cores Server Enterprise/per year) Province —Display (per single use Desktop user/per year) Province —Display (per concurrent use Desktop user/per year) Province —Display (per Server Workgroup/per year) Province —Display (per Server Enterprise/per year) Province —Display (per additional2 cores Server Enterprise/per year) Province —Geocode (per single use Desktop user/per year) Province —Geocode (per concurrent use Desktop user/per year) Province —Geocode (per Server Workgroup/per year) Province —Geocode (per Server Enterprise/per year) Province —Geocode (per additional 2 cores Server Enterprise/per year) Province —Route (per single use Desktop user/per year) Province —Route (per concurrent use Desktop user/per year) Province —Route (per Server Workgroup/per year) Province —Route (per Server Enterprise/per year) Province —Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium NAVTEQ Data —Europe Europe —All Usage Types (per single use Desktop user/per year) Europe —All Usage Types (per concurrent use Desktop user/per year) Europe —All Usage Types (per Server Workgroup/per year) Europe —All Usage Types (per Server Enterprise/per year) Europe —All Usage Types (per additional 2 cores Server Enterprise/per year) Europe —Display (per single use Desktop user/per year) Europe —Display (per concurrent use Desktop user/per year) Europe —Display (per Server Workgroup/per year) Europe —Display (per Server Enterprise/per year) Europe —Display (per additional 2 cores Server Enterprise/per year) Europe —Geocode (per single use Desktop user/per year) Europe —Geocode (per concurrent use Desktop user/per year) Europe —Geocode (per Server Workgroup/per year) Europe —Geocode (per Server Enterprise/per year) $24,000.00 $960.00 $2,400.00 $4,800.00 $12,000.00 $4,800.00 $1,440.00 $3,600.00 $7,200.00 $18,000.00 $7,200.00 $2,400.00 $6,000.00 $12,000.00 $30,000.00 $12,000.00 $2,000.00 $5,000.00 $10,000.00 $25,000.00 $10,000.00 $400.00 $1,000.00 $2,000.00 $5,000.00 $2,000.00 $600.00 $1,500.00 $3,000.00 $7,500.00 $3,000.00 $1,000.00 $2,500.00 $5,000.00 $12,500.00 $5,000.00 $11,500.00 $28,750.00 $57,500.00 $143,570.00 $57,500.00 $2,300.00 $5,750.00 $11,500.00 $28,750.00 $11,500.00 $3,450.00 $8,625.00 $17,250.00 $43,125.00 E416 Page 24 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 20 20 20 Europe —Geocode (per additional 2 cores Server Enterprise/per year) Europe —Route (per single use Desktop user/per year) Europe —Route (per concurrent use Desktop user/per year) Europe —Route (per Server Workgroup/per year) Europe —Route (per Server Enterprise/per year) Europe —Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium NAVTEQ Data —Small Country in Europe Small Country—All Usage Types (per single use Desktop user/per year) Small Country—All Usage Types (per concurrent use Desktop user/per year) Small Country—All Usage Types (per Server Workgroup/per year) Small Country—All Usage Types (per Server Enterprise/per year) Small Country—All Usage Types (per additional 2 cores Server Enterprise/per year) Small Country—Display (per single use Desktop user/per year) Small Country—Display (per concurrent use Desktop user/per year) Small Country—Display (per Server Workgroup/per year) Small Country—Display (per Server Enterprise/per year) Small Country—Display (per additional 2 cores Server Enterprise/per year) Small Country—Geocode (per single use Desktop user/per year) Small Country—Geocode (per concurrent use Desktop user/per year) Small Country—Geocode (per Server Workgroup/per year) Small Country—Geocode (per Server Enterprise/per year) Small Country—Geocode (per additional 2 cores Server Enterprise/per year) Small Country—Route (per single use Desktop user/per year) Small Country—Route (per concurrent use Desktop user/per year) Small Country—Route (per Server Workgroup/per year) Small Country—Route (per Server Enterprise/per year) Small Country—Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium NAVTEQ Data —Large Country in Europe Large Country—All Usage Types (per single use Desktop user/per year) Large Country—All Usage Types (per concurrent use Desktop user/per year) Large Country—All Usage Types (per Server Workgroup/per year) Large Country—All Usage Types (per Server Enterprise/per year) Large Country—All Usage Types (per additional 2 cores Server Enterprise/per year) Large Country—Display (per single use Desktop user/per year) Large Country—Display (per concurrent use Desktop user/per year) Large Country—Display (per Server Workgroup/per year) Large Country—Display (per Server Enterprise/per year) Large Country—Display (per additional 2 cores Server Enterprise/per year) Large Country—Geocode (per single use Desktop user/per year) Large Country—Geocode (per concurrent use Desktop user/per year) Large Country—Geocode (per Server Workgroup/per year) Large Country—Geocode (per Server Enterprise/per year) Large Country—Geocode (per additional 2 cores Server Enterprise/per year) Large Country—Route (per single use Desktop user/per year) Large Country—Route (per concurrent use Desktop user/per year) Large Country—Route (per Server Workgroup/per year) Large Country—Route (per Server Enterprise/per year) Large Country—Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium NAVTEQ Data —Mexico Mexico—All Usage Types (per single use Desktop user/per year) Mexico—All Usage Types (per concurrent use Desktop user/per year) Mexico—All Usage Types (per Server Workgroup/per year) $17,250.00 $5,750.00 $14,375.00 $28,750.00 $71,875.00 $28,750.00 $2,500.00 $6,250.00 $12,500.00 $31,250.00 $12,500.00 $500.00 $1,250.00 $2,500.00 $6,250.00 $2,500.00 $750.00 $1,875.00 $3,750.00 $9,375.00 $3,750.00 $1,250.00 $3,125.00 $6,250.00 $15,625.00 $6,250.00 $4,100.00 $10,250.00 $20,500.00 $51,250.00 $20,500.00 $820.00 $2,050.00 $4,100.00 $10,250.00 $4,100.00 $1,230.00 $3,075.00 $6,150.00 $15,375.00 $6,150.00 $2,050.00 $5,125.00 $10,250.00 $25,625.00 $10,250.00 $4,300.00 $10,750.00 $21,500.00 E416 Page 25 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 20 20 20 Mexico—All Usage Types (per Server Enterprise/per year) Mexico—All Usage Types (per additional 2 cores Server Enterprise/per year) Mexico—Display (per single use Desktop user/per year) Mexico—Display (per concurrent use Desktop user/per year) Mexico—Display (per Server Workgroup/per year) Mexico—Display (per Server Enterprise/per year) Mexico—Display (per additional2 cores Server Enterprise/per year) Mexico—Geocode (per single use Desktop user/per year) Mexico—Geocode (per concurrent use Desktop user/per year) Mexico—Geocode (per Server Workgroup/per year) Mexico—Geocode (per Server Enterprise/per year) Mexico—Geocode (per additional2 cores Server Enterprise/per year) Mexico—Route (per single use Desktop user/per year) Mexico—Route (per concurrent use Desktop user/per year) Mexico—Route (per Server Workgroup/per year) Mexico—Route (per Server Enterprise/per year) Mexico—Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium NAVTEQ Data —United States and Canada United States and Canada —All Usage Types (per single use Desktop user/per year) United States and Canada —All Usage Types (per concurrent use Desktop user/per year) United States and Canada —All Usage Types (per Server Workgroup/per year) United States and Canada —All Usage Types (per Server Enterprise/per year) United States and Canada —All Usage Types (per additional 2 cores Server Enterprise/per year) United States and Canada —Display (per single use Desktop user/per year) United States and Canada —Display (per concurrent use Desktop user/per year) United States and Canada —Display (per Server Workgroup/per year) United States and Canada —Display (per Server Enterprise/per year) United States and Canada —Display (per additional 2 cores Server Enterprise/per year) United States and Canada —Geocode (per single use Desktop user/per year) United States and Canada —Geocode (per concurrent use Desktop user/per year) United States and Canada —Geocode (per Server Workgroup/per year) United States and Canada —Geocode (per Server Enterprise/per year) United States and Canada —Geocode (per additional 2 cores Server Enterprise/per year) United States and Canada —Route (per single use Desktop user/per year) United States and Canada —Route (per concurrent use Desktop user/per year) United States and Canada —Route (per Server Workgroup/per year) United States and Canada —Route (per Server Enterprise/per year) United States and Canada —Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium TomTom Data Esri StreetMap Premium TomTom Data—United States United States —All Usage Types (per single use Desktop user/per year) United States —All Usage Types (per concurrent use Desktop user/per year) United States —All Usage Types (per Server Workgroup/per year) United States —All Usage Types (per Server Enterprise/per year) United States —All Usage Types (per additional 2 cores Server Enterprise/per year) United States —Display (per single use Desktop user/per year) United States —Display (per concurrent use Desktop user/per year) United States —Display (per Server Workgroup/per year) United States —Display (per Server Enterprise/per year) $53,750.00 $21,500.00 $860.00 $2,150.00 $4,300.00 $10,750.00 $4,300.00 $1,290.00 $3,225.00 $6,450.00 $16,125.00 $6,450.00 $2,150.00 $5,375.00 $10,750.00 $26,875.00 $10,750.00 $9,000.00 $22,500.00 $45,000.00 $112,500.00 $45,000.00 $1,800.00 $4,500.00 $9,000.00 $22,500.00 $9,000.00 $2,700.00 $6,750.00 $13,500.00 $33,750.00 $13,500.00 $4,500.00 $11,250.00 $22,500.00 $56,250.00 $22,500.00 $6,000.00 $15,000.00 $30,000.00 $75,000.00 $30,000.00 $1,200.00 $3,000.00 $6,000.00 $15,000.00 E416 Page 26 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 20 20 United States —Display (per additional 2 cores Server Enterprise/per year) United States —Geocode (per single use Desktop user/per year) United States —Geocode (per concurrent use Desktop user/per year) United States —Geocode (per Server Workgroup/per year) United States —Geocode (per Server Enterprise/per year) United States —Geocode (per additional 2 cores Server Enterprise/per year) United States —Route (per single use Desktop user/per year) United States —Route (per concurrent use Desktop user/per year) United States —Route (per Server Workgroup/per year) United States —Route (per Server Enterprise/per year) United States —Route (per additional2 cores Server Enterprise/per year) Esri StreetMap Premium TomTom Data—Small State in the United States Small State —All Usage Types (per single use Desktop user/per year) Small State —All Usage Types (per concurrent use Desktop user/per year) Small State —All Usage Types (per Server Workgroup/per year) Small State —All Usage Types (per Server Enterprise/per year) Small State —All Usage Types (per additional 2 cores Server Enterprise/per year) Small State —Display (per single use Desktop user/per year) Small State —Display (per concurrent use Desktop user/per year) Small State —Display (per Server Workgroup/per year) Small State —Display (per Server Enterprise/per year) Small State —Display (per additional2 cores Server Enterprise/per year) Small State —Geocode (per single use Desktop user/per year) Small State —Geocode (per concurrent use Desktop user/per year) Small State —Geocode (per Server Workgroup/per year) Small State —Geocode (per Server Enterprise/per year) Small State —Geocode (per additional2 cores Server Enterprise/per year) Small State —Route (per single use Desktop user/per year) Small State —Route (per concurrent use Desktop user/per year) Small State —Route (per Server Workgroup/per year) Small State —Route (per Server Enterprise/per year) Small State —Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium TomTom Data—Medium State in the United States Medium State —All Usage Types (per single use Desktop user/per year) Medium State —All Usage Types (per concurrent use Desktop user/per year) Medium State —All Usage Types (per Server Workgroup/per year) Medium State —All Usage Types (per Server Enterprise/per year) Medium State —All Usage Types (per additional 2 cores Server Enterprise/per year) Medium State —Display (per single use Desktop user/per year) Medium State —Display (per concurrent use Desktop user/per year) Medium State —Display (per Server Workgroup/per year) Medium State —Display (per Server Enterprise/per year) Medium State —Display (per additional2 cores Server Enterprise/per year) Medium State —Geocode (per single use Desktop user/per year) Medium State —Geocode (per concurrent use Desktop user/per year) Medium State —Geocode (per Server Workgroup/per year) Medium State —Geocode (per Server Enterprise/per year) Medium State —Geocode (per additional 2 cores Server Enterprise/per year) Medium State —Route (per single use Desktop user/per year) Medium State —Route (per concurrent use Desktop/per year) Medium State —Route (per Server Workgroup/per year) Medium State —Route (per Server Enterprise/per year) $6,000.00 $1,800.00 $4,500.00 $9,000.00 $22,500.00 $9,000.00 $3,000.00 $7,500.00 $15,000.00 $37,500.00 $15,000.00 $900.00 $2,250.00 $4,500.00 $11,250.00 $4,500.00 $500.00 $500.00 $900.00 $2,250.00 $900.00 $500.00 $675.00 $1,350.00 $3,375.00 $1,350.00 $500.00 $1,125.00 $2,250.00 $5,625.00 $2,250.00 $1,200.00 $3,000.00 $6,000.00 $15,000.00 $6,000.00 $500.00 $600.00 $1,200.00 $3,000.00 $1,200.00 $500.00 $900.00 $1,800.00 $4,500.00 $1,800.00 $600.00 $1,500.00 $3,000.00 $7,500.00 E416 Page 27 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 20 20 20 Medium State —Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium TomTom Data—Large State in the United States Large State —All Usage Types (per single use Desktop user/per year) Large State —All Usage Types (per concurrent use Desktop user/per year) Large State —All Usage Types (per Server Workgroup/per year) Large State —All Usage Types (per Server Enterprise/per year) Large State —All Usage Types (per additional 2 cores Server Enterprise/per year) Large State —Display (per single use Desktop user/per year) Large State —Display (per concurrent use Desktop user/per year) Large State —Display (per Server Workgroup/per year) Large State —Display (per Server Enterprise/per year) Large State —Display (per additional 2 cores Server Enterprise/per year) Large State —Geocode (per single use Desktop user/per year) Large State —Geocode (per concurrent use Desktop user/per year) Large State —Geocode (per Server Workgroup/per year) Large State —Geocode (per Server Enterprise/per year) Large State —Geocode (per additional2 cores Server Enterprise/per year) Large State —Route (per single use Desktop user/per year) Large State —Route (per concurrent use Desktop user/per year) Large State —Route (per Server Workgroup/per year) Large State —Route (per Server Enterprise/per year) Large State —Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium TomTom Data—North America North America —All Usage Types (per single use Desktop user/per year) North America—All Usage Types (per concurrent use Desktop user/per year) North America—All Usage Types (per Server Workgroup/per year) North America—All Usage Types (per Server Enterprise/per year) North America—All Usage Types (per additional 2 cores Server Enterprise/per year) North America—Display (per single use Desktop user/per year) North America—Display (per concurrent use Desktop user/per year) North America—Display (per Server Workgroup/per year) North America—Display (per Server Enterprise/per year) North America—Display (per additional 2 cores Server Enterprise/per year) North America—Geocode (per single use Desktop user/per year) North America—Geocode (per concurrent use Desktop user/per year) North America—Geocode (per Server Workgroup/per year) North America—Geocode (per Server Enterprise/per year) North America—Geocode (per additional 2 cores Server Enterprise/per year) North America—Route (per single use Desktop user/per year) North America—Route (per concurrent use Desktop user/per year) North America—Route (per Server Workgroup/per year) North America—Route (per Server Enterprise/per year) North America—Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium TomTom Data—Canada Canada —All Usage Types (per single use Desktop user/per year) Canada —All Usage Types (per concurrent use Desktop user/per year) Canada —All Usage Types (per Server Workgroup/per year) Canada —All Usage Types (per Server Enterprise/per year) Canada —All Usage Types (per additional 2 cores Server Enterprise/per year) Canada —Display (per single use Desktop user/per year) Canada —Display (per concurrent use Desktop user/per year) Canada —Display (per Server Workgroup/per year) $3,000.00 $1,800.00 $4,500.00 $9,000.00 $22,500.00 $9,000.00 $540.00 $900.00 $1,800.00 $4,500.00 $1,800.00 $540.00 $1,350.00 $2,700.00 $6,750.00 $2,700.00 $900.00 $2,250.00 $4,500.00 $11,250.00 $4,500.00 $9,000.00 $22,500.00 $45,000.00 $112,500.00 $45,000.00 $1,800.00 $4,500.00 $9,000.00 $22,500.00 $9,000.00 $2,700.00 $6,750.00 $13,500.00 $33,750.00 $13,500.00 $4,500.00 $11,250.00 $22,500.00 $56,250.00 $22,500.00 $3,000.00 $7,500.00 $15,000.00 $37,500.00 $15,000.00 $600.00 $1,500.00 $3,000.00 E416 Page 28 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 20 20 Canada —Display (per Server Enterprise/per year) Canada —Display (per additional 2 cores Server Enterprise/per year) Canada —Geocode (per single use Desktop user/per year) Canada —Geocode (per concurrent use Desktop user/per year) Canada —Geocode (per Server Workgroup/per year) Canada —Geocode (per Server Enterprise/per year) Canada —Geocode (per additional 2 cores Server Enterprise/per year) Canada —Route (per single use Desktop user/per year) Canada —Route (per concurrent use Desktop user/per year) Canada —Route (per Server Workgroup/per year) Canada —Route (per Server Enterprise/per year) Canada —Route (per additional2 cores Server Enterprise/per year) Esri StreetMap Premium TomTom Data—Small Province in Canada Small Province —All Usage Types (per single use Desktop user/per year) Small Province —All Usage Types (per concurrent use Desktop user/per year) Small Province —All Usage Types (per Server Workgroup/per year) Small Province —All Usage Types (per Server Enterprise/per year) Small Province —All Usage Types (per additional 2 cores Server Enterprise/per year) Small Province —Display (per single use Desktop user/per year) Small Province —Display (per concurrent use Desktop user/per year) Small Province —Display (per Server Workgroup/per year) Small Province —Display (per Server Enterprise/per year) Small Province —Display (per additional 2 cores Server Enterprise/per year) Small Province —Geocode (per single use Desktop user/per year) Small Province —Geocode (per concurrent use Desktop user/per year) Small Province —Geocode (per Server Workgroup/per year) Small Province —Geocode (per Server Enterprise/per year) Small Province —Geocode (per additional 2 cores Server Enterprise/per year) Small Province —Route (per single use Desktop user/per year) Small Province —Route (per concurrent use Desktop user/per year) Small Province —Route (per Server Workgroup/per year) Small Province —Route (per Server Enterprise/per year) Small Province —Route (per additional2 cores Server Enterprise/per year) Esri StreetMap Premium TomTom Data—Medium Province in Canada Medium Province —All Usage Types (per single use Desktop user/per year) Medium Province —All Usage Types (per concurrent use Desktop user/per year) Medium Province —All Usage Types (per Server Workgroup/per year) Medium Province —All Usage Types (per Server Enterprise/per year) Medium Province —All Usage Types (per additional 2 cores Server Enterprise/per year) Medium Province —Display (per single use Desktop user/per year) Medium Province —Display (per concurrent use Desktop user/per year) Medium Province —Display (per Server Workgroup/per year) Medium Province —Display (per Server Enterprise/per year) Medium Province —Display (per additional 2 cores Server Enterprise/per year) Medium Province —Geocode (per single use Desktop user/per year) Medium Province —Geocode (per concurrent use Desktop user/per year) Medium Province —Geocode (per Server Workgroup/per year) Medium Province —Geocode (per Server Enterprise/per year) Medium Province —Geocode (per additional 2 cores Server Enterprise/per year) Medium Province —Route (per single use Desktop user/per year) Medium Province —Route (per concurrent use Desktop/per year) Medium Province —Route (per Server Workgroup/per year) $7,500.00 $3,000.00 $900.00 $2,250.00 $4,500.00 $11,250.00 $4,500.00 $1,500.00 $3,750.00 $7,500.00 $18,750.00 $7,500.00 $900.00 $2,250.00 $4,500.00 $11,250.00 $4,500.00 $500.00 $500.00 $900.00 $2,250.00 $900.00 $500.00 $675.00 $1,350.00 $3,375.00 $1,350.00 $500.00 $1,125.00 $2,250.00 $5,625.00 $2,250.00 $1,200.00 $3,000.00 $6,000.00 $15,000.00 $6,000.00 $500.00 $600.00 $1,200.00 $3,000.00 $1,200.00 $500.00 $900.00 $1,800.00 $4,500.00 $1,800.00 $600.00 $1,500.00 $3,000.00 E416 Page 29 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 20 20 20 Medium Province —Route (per Server Enterprise/per year) Medium Province —Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium TomTom Data—Large Province in Canada Large Province —All Usage Types (per single use Desktop user/per year) Large Province —All Usage Types (per concurrent use Desktop user/per year) Large Province —All Usage Types (per Server Workgroup/per year) Large Province —All Usage Types (per Server Enterprise/per year) Large Province —All Usage Types (per additional 2 cores Server Enterprise/per year) Large Province —Display (per single use Desktop user/per year) Large Province —Display (per concurrent use Desktop user/per year) Large Province —Display (per Server Workgroup/per year) Large Province —Display (per Server Enterprise/per year) Large Province —Display (per additional 2 cores Server Enterprise/per year) Large Province —Geocode (per single use Desktop user/per year) Large Province —Geocode (per concurrent use Desktop user/per year) Large Province —Geocode (per Server Workgroup/per year) Large Province —Geocode (per Server Enterprise/per year) Large Province —Geocode (per additional 2 cores Server Enterprise/per year) Large Province —Route (per single use Desktop user/per year) Large Province —Route (per concurrent use Desktop user/per year) Large Province —Route (per Server Workgroup/per year) Large Province —Route (per Server Enterprise/per year) Large Province —Route (per additional2 cores Server Enterprise/per year) Esri StreetMap Premium TomTom Data—Europe Europe —All Usage Types (per single use Desktop user/per year) Europe —All Usage Types (per concurrent use Desktop user/per year) Europe —All Usage Types (per Server Workgroup/per year) Europe —All Usage Types (per Server Enterprise/per year) Europe —All Usage Types (per additional 2 cores Server Enterprise/per year) Europe —Display (per single use Desktop user/per year) Europe —Display (per concurrent use Desktop user/per year) Europe —Display (per Server Workgroup/per year) Europe —Display (per Server Enterprise/per year) Europe —Display (per additional 2 cores Server Enterprise/per year) Europe —Geocode (per single use Desktop user/per year) Europe —Geocode (per concurrent use Desktop user/per year) Europe —Geocode (per Server Workgroup/per year) Europe —Geocode (per Server Enterprise/per year) Europe —Geocode (per additional 2 cores Server Enterprise/per year) Europe —Route (per single use Desktop user/per year) Europe —Route (per concurrent use Desktop user/per year) Europe —Route (per Server Workgroup/per year) Europe —Route (per Server Enterprise/per year) Europe —Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium TomTom Data—Small Country in Europe Small Country—All Usage Types (per single use Desktop user/per year) Small Country—All Usage Types (per concurrent use Desktop user/per year) Small Country—All Usage Types (per Server Workgroup/per year) Small Country—All Usage Types (per Server Enterprise/per year) Small Country—All Usage Types (per additional 2 cores Server Enterprise/per year) Small Country—Display (per single use Desktop user/per year) Small Country—Display (per concurrent use Desktop user/per year) $7,500.00 $3,000.00 $1,800.00 $4,500.00 $9,000.00 $22,500.00 $9,000.00 $540.00 $900.00 $1,800.00 $4,500.00 $1,800.00 $540.00 $1,350.00 $2,700.00 $6,750.00 $2,700.00 $900.00 $2,250.00 $4,500.00 $11,250.00 $4,500.00 $11,500.00 $26,750.00 $57,500.00 $143,750.00 $57,500.00 $2,300.00 $5,750.00 $11,500.00 $28,750.00 $11,500.00 $3,450.00 $8,625.00 $17,250.00 $43,125.00 $17,250.00 $5,750.00 $14,375.00 $28,750.00 $71,875.00 $28,750.00 $1,300.00 $3,250.00 $6,500.00 $16,250.00 $6,500.00 $500.00 $650.00 E416 Page 30 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 20 20 Small Country—Display (per Server Workgroup/per year) Small Country—Display (per Server Enterprise/per year) Small Country—Display (per additional 2 cores Server Enterprise/per year) Small Country—Geocode (per single use Desktop user/per year) Small Country—Geocode (per concurrent use Desktop user/per year) Small Country—Geocode (per Server Workgroup/per year) Small Country—Geocode (per Server Enterprise/per year) Small Country—Geocode (per additional 2 cores Server Enterprise/per year) Small Country—Route (per single use Desktop user/per year) Small Country—Route (per concurrent use Desktop user/per year) Small Country—Route (per Server Workgroup/per year) Small Country—Route (per Server Enterprise/per year) Small Country—Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium TomTom Data—Medium Country in Europe Medium Country—All Usage Types (per single use Desktop user/per year) Medium Country—All Usage Types (per concurrent use Desktop user/per year) Medium Country—All Usage Types (per Server Workgroup/per year) Medium Country—All Usage Types (per Server Enterprise/per year) Medium Country—All Usage Types (per additional 2 cores Server Enterprise/per year) Medium Country—Display (per single use Desktop user/per year) Medium Country—Display (per concurrent use Desktop user/per year) Medium Country—Display (per Server Workgroup/per year) Medium Country—Display (per Server Enterprise/per year) Medium Country—Display (per additional 2 cores Server Enterprise/per year) Medium Country—Geocode (per single use Desktop user/per year) Medium Country—Geocode (per concurrent use Desktop user/per year) Medium Country—Geocode (per Server Workgroup/per year) Medium Country—Geocode (per Server Enterprise/per year) Medium Country—Geocode (per additional 2 cores Server Enterprise/per year) Medium Country—Route (per single use Desktop user/per year) Medium Country—Route (per concurrent use Desktop/per year) Medium Country—Route (per Server Workgroup/per year) Medium Country—Route (per Server Enterprise/per year) Medium Country—Route (per additional 2 cores Server Enterprise/per year) Esri StreetMap Premium TomTom Data—Large Country in Europe Large Country—All Usage Types (per single use Desktop user/per year) Large Country—All Usage Types (per concurrent use Desktop user/per year) Large Country—All Usage Types (per Server Workgroup/per year) Large Country—All Usage Types (per Server Enterprise/per year) Large Country—All Usage Types (per additional 2 cores Server Enterprise/per year) Large Country—Display (per single use Desktop user/per year) Large Country—Display (per concurrent use Desktop user/per year) Large Country—Display (per Server Workgroup/per year) Large Country—Display (per Server Enterprise/per year) Large Country—Display (per additional 2 cores Server Enterprise/per year) Large Country—Geocode (per single use Desktop user/per year) Large Country—Geocode (per concurrent use Desktop user/per year) Large Country—Geocode (per Server Workgroup/per year) Large Country—Geocode (per Server Enterprise/per year) Large Country—Geocode (per additional 2 cores Server Enterprise/per year) Large Country—Route (per single use Desktop user/per year) Large Country—Route (per concurrent use Desktop user/per year) $1,300.00 $3,250.00 $1,300.00 $500.00 $975.00 $1,950.00 $4,875.00 $1,950.00 $650.00 $1,625.00 $3,250.00 $8,125.00 $3,250.00 $2,600.00 $6,500.00 $13,000.00 $32,500.00 $13,000.00 $520.00 $1,300.00 $2,600.00 $6,500.00 $2,600.00 $780.00 $1,950.00 $3,900.00 $9,750.00 $3,900.00 $1,300.00 $3,250.00 $6,500.00 $16,250.00 $6,500.00 $3,900.00 $9,750.00 $19,500.00 $48,750.00 $19,500.00 $780.00 $1,950.00 $3,900.00 $9,750.00 $3,900.00 $1,170.00 $2,925.00 $5,850.00 $14,625.00 $5,850.00 $1,950.00 $4,875.00 E416 Page 31 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Large Country—Route (per Server Workgroup/per year) Large Country—Route (per Server Enterprise/per year) Large Country—Route (per additional 2 cores Server Enterprise/per year) $9,750.00 $24,375.00 $9,750.00 E416 Page 32 of32 Esri Proprietary and Confidential Information 10/12/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 GENERAL LICENSE TERMS AND CONDITIONS (E200 04/19/2010) Esri,380 New York St.,Redlands,CA 92373-8100 USA ~TEL 909-793-2853 ~FAX909-793-5953 ARTICLE 1 DEFINITIONS Definitions.The terms used are defined as follows: a."Beta"means any alpha,beta,or prerelease Software,Data,Documentation,or Web Services. b."Data"means any Esri or third-party digital dataset(s)including,but not limited to,geographic vector data coordinates,raster,reports,or associated tabular attributes,licensed under this License Agreement. c."Documentation"means all printed and digital materials including,but not limited to,help files,user reference documentation,training documentation,or technical information and briefings. d."Samples"means sample code,sample applications,add-ons,or sample extensions of Software,Data, Documentation,or Web Services. e."Software"means all or any portion ofEsri's proprietary software technology accessed or downloaded from an Esri authorized Web site or delivered on any media in any format including backups,updates,service packs,patches,hot fixes,or permitted merged copies. f."Term License"means licenses provided for use in a limited time period or on a subscription or transaction basis. g."Web Services"means software services or Esri or third-party data provided by Esri that perform geographic information system (GIS)functions,tasks,or data services and are accessed over the Internet. ARTICLE 2 INTELLECTUALPROPERTY RIGHTS AND RESERVATION OF OWNERSHIP Software,Data,Web Services,and Documentation are licensed and not sold.Esri and its licensors own Software,Data,Web Services,Documentation,and all copies,which are protected by United States and applicable international laws,treaties,and conventions regarding intellectual property and proprietary rights including trade secrets.Licensee agrees to use reasonable means to protect Software,Data,Web Services,and Documentation from unauthorized use,reproduction,distribution,or publication.Esri and its third-party licensors reserve all rights not specifically granted in this License Agreement including the right to change and improve Web Services. ARTICLE 3 GRANT OF LICENSE 3.1 Grant of License.Subject to the terms ofthis License Agreement,Esri grants to Licensee a personal,nonexclusive, nontransferable license solely to a.Use the type and number of copies of Software,Data,and Documentation and access Web Services (i)forwhich the applicable license fees have been paid,(ii)for Licensee's own internal use,and (iii)in accordance with Exhibit 1 and the licensed configuration on file as authorized by Esri. b.Access and use any secure Esri Web site resources made available to Licensee for Licensee's own internal use, provided that Licensee follows Esri's terms ofuse policy specified therein.Allpassword or controlled access information provided by Esri shall be treated as Esri confidential information. 3.2 Beta License.Licensee may be accepted into a current Beta Testing Program. a.IfLicensee is accepted into the Beta Testing Program,Esri willprovide to Licensee access to Beta and willgrant Licensee a personal,nonexclusive,nontransferable,royalty-free Term License to use Beta at the authorized and identified test sites solely forthe purpose oftesting Beta as delivered,in accordance withthe Beta Testing Program guidelines and the terms ofthis License Agreement.This grant oflicense is effective from the date Licensee is accepted into the program or date ofreceipt of any Beta until the date ofthe commercial release of Software from Esri Customer Service or the date oftermination of the Beta Testing Program for the specific Beta,whichever is sooner. b.Licensee agrees to provide suggestions or comments regarding performance,usability or effectiveness,bug reports, test reports,or other feedback (collectively,"Feedback")to Esri with respect to Beta. E200 Page 1 of6 04/19/2010 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 c.Licensee grants to Esri the right to freely use,share,disclose,reproduce,license,distribute and otherwise publicly display and perform any Feedback provided to Esri by Licensee.Licensee willnot provide Feedback that Licensee knows or reasonably should have known contains content subject to license or use restrictions. d.Beta and Feedback contain confidential information and trade secrets that are proprietary to Esri.Licensee agrees to use commercially reasonable means (at least as great as those used by Licensee for its own confidential information) to maintain the integrity,confidentiality,and Esri proprietary rights in Beta and Feedback.Licensee may not share or release Feedback or results of Beta testing with any third party. e.Beta is subject to change prior to its commercial release or may never be commercially released.Licensee acknowledges that Beta is not suitable or licensed forfulluse in any production system and accepts all responsibility for use and any results generated. 3.3 Evaluation License.Esri may from time to time offer Term License(s)for Software,Data,Web Services,or Documentation for Licensee's evaluation only. 3.4 Consultant or Contractor Access.Subject to Section 3.1,Esri grants Licensee the right to provide access to and use of Software,Data,Web Services,or Documentation to any consultant or contractor ofLicensee exclusively forthe benefit of Licensee.Licensee shall be solely responsible for compliance by consultants and contractors with this License Agreement. Access to or use of Software,Data,Web Services,and Documentation by consultants or contractors not exclusively for the benefit of Licensee is prohibited. ARTICLE 4 SCOPE OF USE 4.1 Permitted Uses a.Licensee may install and store Software,Data,and Documentation on electronic storage device(s). b.Licensee may make one (I)copy of Software,Data,and Documentation for archival purposes.Licensee may make routine computer backups. c.Licensee may customize Software using any (i)macro or scripting language,(ii)published application programming interface (API),or (iii)source or object code libraries,but only to the extent that such customization is described in Documentation. d.Licensee may use,copy,or prepare derivative works ofDocumentation supplied in digital format and thereafter reproduce,display,and redistribute the customized documentation only for Licensee's own internal use.Pornon(s)of Documentation supplied in digital format merged withother software and printed or digital documentation are subject to this License Agreement.Licensee shall include the followingcopyright attribution notice acknowledging the proprietary rights of Esri and its licensors:"Portions ofthis document include intellectual property of Esri and its licensors and are used herein under license.Copyright [In>crt the actual copyright date(s)from the source material>]Esri and its licensors.Allrights reserved." 4.2 Uses Not Permitted a.Except as provided herein,Licensee shall not sell,rent,lease,sublicense,lend,assign,or time-share Software,Data, Web Services,or Documentation.Licensee shall not act as a service bureau or commercial application service provider (ASP)that allows third-party access to Software,Data,Web Services,and Documentation.Licensee shall not use Software,Data,Web Services,or Documentation for a site or service and operate the site or the service for a profit or generate revenue through direct or indirect methods (e.g.,advertising or by charging for access to the site or service). b.Except as provided herein,Licensee shall not redistribute Software,Data,or Web Services to third parnes,inwhole or in part,including,but not limited to,extensions,components,or DLLs. c.Licensee shall not reverse engineer,decompile,or disassemble Software,Data,Web Services,or Documentation except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction. d.Except to the extent that applicable law prohibits this restriction,Licensee shall not make any attempt to circumvent the technological measure(s)that controls access to or use of Software,Data,Web Services,and Documentation. e.Except as provided herein,Licensee shall not redistribute Software activation number(s),registration number/license authorization file(s),developer license file(s),or Web Services access codes to third parties. f.Licensee shall not use Software or Web Services to transfer or exchange any material where such transfer or exchange is prohibited by intellectual property laws or any other applicable laws. E200 Pg 2 of6 04/19/2010 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 g.Licensee shall not remove or obscure any Esri or its licensors'atent,copyright,trademark,or proprietary rights notices contained in or affixed to Software,Data,Web Services,or Documentation. h.Licensee shall not unbundle individual or component parts of Software or Data for independent use. i.After a reasonable transition period,Licensee shall not use an older version ofthe Software that Licensee has updated to a newer version.Licensee shall not use more Software licenses at any given time than the total quantity in Licensee's licensed configuration on file with Esri. ARTICLE 5 TERM AND TERMINATION This License Agreement is effective upon acceptance.This License Agreement and any licenses granted hereunder shall continue until (i)such time that Licensee elects in writing to discontinue use of Software,Data,Web Services,or Documentation and terminates the license;(ii)expiration ofa Term License;or (iii)either party terminates the license for a material breach that is not cured within ten (10)days ofwritten notice to the other party,except that termination is immediate for a material breach of a nature that is impossible to cure.Upon termination ofa license,Licensee shall (i)cease access and use ofWeb Services and clear Web Services client-side data cache and (ii)cease use,uninstall,remove,and destroy all Software,Data,and Documentation and any whole or partial copies,modifications,or merged portions in any form and execute and deliver evidence of such actions to Esri. ARTICLE 6 LIMITEDWARRANTIES AND DISCLAIMERS 6.1 Limited Warranties.Except as otherwise provided inthis Article 6,Esri warrants that (i)the unmodified Software will substantially conform to the published Documentation and (ii)media on which the Software,Data,and Documentation are provided willbe free from defects in materials and workmanship under normal use and service for a period of ninety (90)days from the date of receipt. 6.2 Data and Web Services Disclaimer.Data and Web Services may contain some nonconformities,defects,errors,or omissions.THE DATAAND WEB SERVICES ARE PROVIDED "AS IS"WITHOUTWARRANTYOF ANYKIND. Without limitingthe generality of the preceding sentence,Esri and its licensors do not warrant that Data and Web Services willmeet Licensee's needs or expectations,that the use ofData and Web Services willbe uninterrupted,or that all nonconformities can or willbe corrected.Esri and its licensors are not invitingreliance on Data or Web Services,and Licensee should always verify actual Data or Web Services. 6.3 Special Disclaimer.SAMPLES,HOT FIXES,PATCHES,EVALUATIONSOFTWARE,AND BETA ARE DELIVERED "AS IS"WITHOUTWARRANTYOF ANYKIND.LICENSEE ASSUMES ALLRISK AS TO THE QUALITYAND PERFORMANCE OF THE SAMPLES,HOT FIXES,PATCHES,EVALUATIONSOFTWARE,AND BETA. 6.4 Internet Disclaimer.THE PARTIES EXPRESSLY ACKNOWLEDGEAND AGREE THATTHE INTERNET IS A NETWORK OF PRIVATEANDPUBLIC NETWORKS AND THAT(i)THE INTERNET IS NOT A SECURE INFRASTRUCTURE,(ii)THE PARTIES HAVENO CONTROL OVER THE INTERNET,AND (iii)NONE OF THE PARTIES SHALLBE LIABLEFOR DAMAGESUNDER ANYTHEORY OF LAWRELATED TO THE DISCONTINUANCEOF OPERATION OF ANYPORTION OF THE INTERNET OR POSSIBLE REGULATIONOF THE INTERNET THATMIGHTRESTRICT OR PROHIBIT THE OPERATION OF THE WEB SERVICE. 6.5 General Disclaimer.EXCEPT FOR THE ABOVEEXPRESS LIMITEDWARRANTIES,ESRI DISCLAIMSALL OTHER WARRANTIES OR CONDITIONS OF ANYKIND,WHETHER EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITEDTO,WARRANTIES OR CONDITIONS OF MERCHANTABILITYAND FITNESS FOR A PARTICULARPURPOSE,SYSTEM INTEGRATION,ANDNONINFRINGEMENTOF INTELLECTUALPROPERTY RIGHTS.ESRI DOES NOT WARRANTAND DISCLAIMSTHAT SOFTWARE,DATA,WEB SERVICES,OR DOCUMENTATIONWILLMEET LICENSEE'S NEEDS;THATLICENSEE'S OPERATION OF THE SAME WILLBE UNINTERRUPTED,ERROR-FREE,FAULT-TOLERANT,OR FAIL-SAFE;OR THATALLNONCONFORMITIES CAN OR WILLBE CORRECTED.SOFTWARE,DATA,WEB SERVICES,ANDDOCUMENTATIONARE NOT DESIGNED,MANUFACTURED,OR INTENDEDFOR USE IN ENVIRONMENTSOR APPLICATIONS THATMAY LEAD TO DEATH,PERSONAL INJURY,OR PHYSICALPROPERTY/ENVIRONMENTALDAMAGE.ANY SUCH USE SHALLBE AT LICENSEE'S OWN RISK AND COST. E200 Pg 3 of6 04/19/2010 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 6.6 Exclusive Remedy.Licensee's exclusive remedy and Esri's entire liabilityfor breach ofthe limited warranties set forfltin this Article 6 shall be limited,at Esri's sole discretion,to (i)replacement ofany defective media;(ii)repair,correction,or a workaround for Software subject to the Esri Maintenance Program found at www.esri.corn/le al/maintenance.html;or (iii)return ofthe license fees paid by Licensee for Software or Documentation that does not meet Esri's limited warranty, provided that Licensee uninstalls,removes,and destroys all copies of Software or Documentation and executes and delivers evidence of such actions to Esri. ARTICLE 7 LIMITATIONOF LIABILITY 7.1 Disclaimer of Certain Types of Liability.ESRI AND ITS LICENSORS SHALLNOT BE LIABLETO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;LOST PROFITS,LOST SALES,OR BUSINESS EXPENDITURES;INVESTMENTS;BUSINESS COMMITMENTS;LOSS OF ANY GOODWILL;OR FOR ANYINDIRECT,SPECIAL,INCIDENTAL,OR CONSEQUENTIALDAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF SOFTWARE,DATA,WEB SERVICES,OR DOCUMENTATION, HOWEVER CAUSED ON ANYTHEORY OF LIABILITY,WHETHER OR NOT ESRI OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGE.THESE LIMITATIONSSHALLAPPLY NOTWITHSTANDINGANYFAILUREOF ESSENTIAL PURPOSE OF ANYLIMITEDREMEDY. 7.2 General Limitation of Liability.EXCEPT AS PROVIDED IN ARTICLE8 INFRINGEMENTINDEMNITY,ESRI'S TOTALCUMULATIVELIABILITYHEREUNDER,FROM ALLCAUSES OF ACTIONOF ANYKIND,INCLUDING, BUT NOT LIMITEDTO,CONTRACT,TORT (INCLUDINGNEGLIGENCE),STRICT LIABILITY,BREACH OF WARRANTY,MISREPRESENTATION,OR OTHERWISE,SHALLNOT EXCEED THE AMOUNTSPAID BY LICENSEE FOR SOFTWARE,DATA,WEB SERVICES,OR DOCUMENTATIONPURSUANT TO THIS LICENSE AGREEMENT. 7.3 Applicabilityof Disclaimers and Limitations.Licensee agrees that the limitations of liabilityand disclaimers set forth in this License Agreement willapply regardless of whether Licensee has accepted Software,Data,Web Services,or Documentation or any other product or service delivered by Esri.The parhes agree that Esri has set its fees and entered into this License Agreement in reliance on the disclaimers and limitations set forfltherein,that the same reflect an allocation of risk between the parties,and that the same form an essential basis of the bargain between the parties.THESE LIMITATIONS SHALL APPLY NOTWITHSTANDINGANYFAILURE OF ESSENTIAL PURPOSE OF ANYLIMITEDREMEDY. ARTICLE 8 INFRINGEMENTINDEMNITY 8.1 Esri shall defend,indemnify,and hold harmless Licensee from and against any loss,liability,cost,or expense,including reasonable attorneys'ees,which may be incurred by Licensee against any claims,actions,or demands by a third party alleging that Software infringes a U.S.patent,copyright,or trademark,provided a.Licensee promptly notifies Esri in writing ofthe claim; b.Licensee provides documents clearly describing the allegations of infringement; c.Esri has sole control ofthe defense of any actions and negotiations related to the defense or settlement ofany claim; and d.Licensee cooperates fullyin the defense ofthe claim. 8.2 IfSoftware is found to infringe a U.S.patent,copyright,or trademark,Esri,at its own expense,may either (i)obtain rights for Licensee to continue using Software or (ii)modify the allegedly infringingelements of Software while maintaining substantially similar software functionality or data/informational content.Ifneither alternative is commercially reasonable, the infringing item(s)shall be returned to Esri,the license shall terminate,and Licensee shall uninstall the infringing items. Esri's entire liabilityshall then be to indemnify Licensee pursuant to Section 8.1 and to refund license fees paid by Licensee for the infringing item(s),prorated on a five (5)-year,straight-line depreciation basis beginning from the initialdate of delivery. 8.3 Esri shall have no obligation to defend Licensee or to pay any resulting costs,damages,or attorneys'ees for any claims or demands alleging direct or contributory infringement of Software by (i)the combination ofor integration with a product, process,or system not supplied by Esri;(ii)material alteration by anyone other than Esri or contractors acting on behalf of E200 Pg 4 of6 04/19/2010 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Esri;(iii)use after Licensee has been notified of possible infringement;or (iv)use after modifications are provided or a return is ordered by Esri under Section 8.2. 8.4 In no event shall the indemnification set forth in this Article 8 apply to any Samples,Beta,or evaluation software delivered hereunder. THE FOREGOING STATES THE ENTIRE OBLIGATIONOF ESRI WITHRESPECT TO INFRINGEMENTOR ALLEGATIONOF INFRINGEMENTOF INTELLECTUALPROPERTY RIGHTS OF ANYTHIRD PARTY. ARTICLE 9 GENERALPROVISIONS 9.1 Future Orders/Updates.New or updated Software,Data,Web Services,and Documentation may require additional or differing terms for use.New or updated Software,Data,Web Services,and Documentation shall be governed by the then- current Esri license terms and conditions.Updated versions of the license terms and conditions willbe available on Esri's Web site,included with a quote,or included withthe deliverable Software,Data,Web Services,or Documentation. 9.2 Export Control Regulations.Licensee expressly acknowledges and agrees that Licensee shall not export,reexport, transfer,or release Software,Data,Web Services,or Documentation,in whole or in part,to (i)any U.S.embargoed country (or to a national or resident of any U.S.embargoed country);(ii)any person on the U.S.Treasury Department's list of Specially Designated Nationals;(iii)any person or entity on the U.S.Commerce Department's Denied Persons List,Entity List,or Unverified List;or (iv)any person or entity where such export or reexport violates any U.S.export control laws or regulations including,but not limited to,the terms of any export license or license exemption and any amendments and supplemental additions to U.S.export laws as they may occur from time to time. 9.3 Taxes and Fees,Shipping Charges.License fees quoted to Licensee are exclusive ofany and all taxes or fees, including,but not limited to,sales tax,use tax,value-added tax (VAT),customs,duties,or tariffs,and shipping and handling charges. 9.4 No Implied Waivers.The failure ofeither party to enforce any provision ofthis License Agreement shall not be deemed a waiver ofthe provisions or ofthe right of such party thereafter to enforce that or any other provision. 9.5 Severability.The parhes agree that ifany provision ofthis License Agreement is held to be unenforceable for any reason,such provision shall be reformed only to the extent necessary to make the intent ofthe language enforceable. 9.6 Successor and Assigns.Licensee shall not assign,sublicense,or transfer Licensee's rights or delegate its obligations under this License Agreement without Esri's prior written consent,and any attempt to do so without consent shall be void. This License Agreement shall be binding upon the respective successors and assigns of the parties to this License Agreement. Notwithstanding,a government contractor that has acquired Software,Data,Web Services,or Documentation under contract to the government may assign this License Agreement to its government customer upon written notice to Esri,provided the government customer assents to the terms ofthis License Agreement. 9.7 Survival of Terms.The provisions ofArticles 2,5,6,7,8,and 9 ofthis License Agreement shall survive the expiration or termination of this License Agreement. 9.8 Equitable Relief.Licensee agrees that any breach ofthis License Agreement by Licensee may cause irreparable damage and that,in the event of such breach,in addition to any and all remedies at law,Esri shall have the right to seek an injunction, specific performance,or other equitable reliefin any court ofcompetent jurisdiction without the requirement of posting a bond or undertaking or proving injury as a condition for relief. 9.9 U.S.Government Licensee.The Software,Data,Web Services,and Documentation are commercial computer software, commercial data,commercial computer software documentation,and commercial Web Services.This License Agreement contains Esri's commercial license terms and conditions for such items.The commercial license rights inthis License Agreement strictly govern Licensee's use,reproduction,or disclosure ofthe Software,Data,Web Services,and Documentation.No other license terms or conditions shall apply unless expressly agreed in writingby Esri and Licensee.Esri Software source code is unpublished and all rights to the Software,Data,Web Services,and Documentation are reserved.In the event any court,arbitrator,or board holds that Licensee has greater rights to any poison of the Software,Data,Web E200 Pg 5 of6 04/19/2010 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Services,or Documentation under U.S.procurement law,such rights shall extend only to the portion affected,and use, duplication,or disclosure by Licensee is subject to restrictions as provided in FAR 52.227-19(b)(DEC 2007),FAR 52,227- 14 (ALTIII)(DEC 2007),DFARS 252.227-7015 (NOV 1995),or NFS 1852.227-86 (DEC 1987). 9.10 Governing Law,Arbitration.This License Agreement shall be governed by and construed in accordance with the laws ofthe State of California without reference to conflict oflaws principles,except that U.S.federal law shall govern in matters of intellectual property.Except as provided in Section 9.8,any dispute arising out of or relating to this License Agreement or the breach thereof,which cannot be settled through negotiation,shall be finally settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.Judgment on the award rendered by the arbitrator may be entered in a court ofcompetent jurisdiction.IfLicensee is a U.S.government agency,this License Agreement is subject to the Contract Disputes Act of 1978,as amended (41 U.S.C.601 —613),in lieu of the arbitration provisions of this clause.This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale ofGoods,the application of which is expressly excluded. 9.11 Maintenance.Maintenance for qualifying Software or Data consists ofupdates and other benefits such as access to technical support,specified in Esri's most current applicable software maintenance policy. 9.12 Patents.Licensee may not seek,and may not permit any other user to seek,a patent or similar right worldwide that is based on or incorporates any Esri technology or services.This express prohibition on patenting shall not apply to Licensee's software and technology except to the extent that Esri technology or services,or any portion thereof,are part ofany claim or preferred embodiment in a patent application or a similar application. E200 Pg6of6 04/19/2010 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 EXHIBIT1 SCOPE OF USE (E300 09/29/2011) Esri,380 New York St.,Redlands,CA 92373-8100 USA ~TEL 909-793-2853 ~FAX909-793-5953 The scope ofuse for the Software,Data,and Web Services identified below is described in the applicable footnotes identified in parentheses. Software 'rcExplorer Java and Windows Editions l20 and 25) ArcGIS API for iOS,Windows Phone,or Android ll,16,25,and 33) ArcGIS Desktop —ArcInfo leither I or 2 and 25,26,33,44,and 45) —ArcEditor leither I or 2 and 25,26,33,44,and 45) —ArcViewleither I or 2 and 25,33,44,and 45) ArcGIS Desktop Extensions l7) ArcGIS Engine Developer Kitand Extensions lI,14,15,22,25, 26,and 43) ArcGIS Engine Runtime and Extensions leither I or 2 and 15,22, 25,26,and 33) ArcGIS Explorer l20,25,and 33) ArcGIS for AutoCADll,20,and 25) ArcGIS for iOS ll,25,and 33) ArcGIS Mobile Deployments ll,15,16,25,33,and 54) ArcGIS Runtime ll,15,18,33,35,and 59) ArcGIS Runtime SDK ll,15,18,33,35,and 60) ArcGIS Server —Workgroup leither 3 or 5 and 8,9,25,28,29,30,32,33,38, 39,40,and 45;iflicensed as a Term License,6 willalso apply)—Enterprise leither 3,4,or 5 and 8,9,25,27,31,33,38,39,40, and 45;iflicensed as a Term License,6 willalso apply) Cloud Bundle l6 and 33) ArcGIS Server Extensions —ArcGIS for INSPIRE l7,8,33,and 35) —ArcGIS Server Geoportal Extension leither 3,4,or 5 and 7 and 52)—ArcGIS Server Image Extension l7,8,and 42) —ArcGIS Server Image Extension Service Editor lI) —Other Extensions l7) ArcGIS Web Mapping lincluding SharePoint,JavaScript,Adobe Flex,Microsoft Silverlight/WPF,SOAP,and REST)l6,33,and 35) ArcIMS ArcIMS and Extensions leither 3,4,or 5 and 8,10,31,and 45) ArcLogistics —Desktop lland 25) —Using ArcGIS Online l6,20,25,34,35,and 46)—Using ArcGIS Server l6,20,25,34,35,and 46) —Navigator lI and 46) ArcPad ll,12,13,25,and 33) ArcReader l20,25,33,and 45) ArcView3.x and Extensions lI,7,and 17) Esri Aeronautical Solution leither I or 2) Esri Business Analyst lCanadian Edition)leither I or 2 and 6,25, 33,36,45,and 48) Esri Business Analyst leither I or 2 and 25,33,45,and 48) Esri Business Analyst Online API forAdobe Flex,Microsoft Silverlight,SOAP,and REST l6,16,25,33,35,55,and 56) Esri Business Analyst Server —Workgroup leither 3,4,or 5 and 8,9,21,25,28,29,31,33, 39,40,45,and 48)—Enterprise leither 3,4,or 5 and 8,9,21,25,27,31,33,39,40, 45,and 48) Esri Business Analyst Server lCanadian Edition)leither 3,4,or 5 and 8,9,21,25,27,31,33,36,39,40,45,and 48) Esri Business Analyst Server Developer l3,6,25,33,35,and 51) Esri Business Analyst Server Developer lCanadian Edition)l3,6, 25,33,35,36,and 51) Esri CityEngine leither I or 2 and 44) Esri Defense Mapping leither I or 2) Esri Developer Network lEDN)Software,Web Services,and Data l6,7,24,25,26,33,34,and 35) Esri File Geodatabase API l47) Esri Nautical Solution leither I or 2) Esri Production Mapping leither I or 2) Geoportal Clients for ArcGIS l7,20,and 52) MapIt lI I,25,31,33,35,49,and 50) MapObjects Java Edition ll,5,8,15,18,and 19) MapObjects LT ll,14,and 16) MapObjects Windows Edition ll,14,15,16,and 18) MOLE lI) NetEngine Internet l5) Portal forArcGIS l5,6,31,33,61,62,and 63) Tracking Server leither 4 or 5 and 31) Web Services'rcGIS Online Services l6,25,33,34,and 35)'sri Business Analyst Online l6,25,33,48,56,57,and 58)'sri Business Analyst Online Mobile ll,6,25,33,48,56,57,and 58)'sri Community Analyst l6,25,33,48,56,57,and 58)'sri MapStudio l6,25,33,34,35,and 56)'sri Redistricting Online l6,25,33,34,and 35) Data Data withArcGIS Data Appliance l6,23,25,and 41) Esri Address Coder leither I,2,or 5 and 21,22,25,and 48) Esri Business Analyst lCanadian Edition)Data leither I or 2 and 6,21,25,33,36,45,and 48) Esri Business Analyst Data leither I or 2 and 21,25,33,45,and 48) Esri Business Analyst Server lCanadian Edition)Data leither 3, 4,or 5 and 21,25,33,36,45,and 48) Esri Business Analyst Server Data leither 3,4,or 5 and 21,25, 33,45,and 48) Esri Data &Maps leither I,2,3,4,or 5 and 23 and 37) Esri Data(either 1,2,or 5 and25 and48) —Demographic,Consumer Spending,Market Potential,Retail MarketPlace,Business,Traffic,Shopping Center,Cable Boundaries,Banking,and Crime Sourcebook America lI and 21) StreetMap Premium leither I,2,4,or 5 and 6 and 25) Tapestry Segmentation leither I,2,or 5 and 21 and 48) E300 Page 1 of4 09/29/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. "Single Use License."Licensee may permit a single authorized end user to install and use the Software,Data,and Documentation on a single computer for use by that end user on the computer on which the Software is installed.Remote access is not permitted.Licensee may permit the single authorized end user to make a second copy for end user's exclusive use on a portable computer as long as only one (I)copy of the Software,Data,and Documentation is in use at any one (I)time.No other end user may use the Software,Data,or Documentation under the same license at the same time for any other purpose. "Concurrent Use License."Licensee may install and use the Software,Data,and Documentation on computer(s)on a network, but the number of simultaneous users may not exceed the number of licenses acquired.No other end user may use the Software,Data,or Documentation under the same license at the same time for any other purpose. "Development Server License."Licensee may install and use the Software on a single computer to design and build applications that interface with or utilize server Software as described in the Documentation. "Staging Server License."In addition to the Development Server License rights,Licensee may use and install the Software for the following purposes:user acceptance testing,performance testing,load testing ofother third-party software,staging new commercial data updates,and training activities. "Deployment Server License."In addition to the Staging Server License rights,Licensee may install and use the Software or Data to provide services to multiple users on the same or other computer(s). "Term License."License is provided for use for a limited time period or on a subscription or transaction basis. Extensions to Software programs followthe same scope of use as that granted for the corresponding Software programs. The administration tools for the Software may be copied and redistributed throughout Licensee's organization. User-developed ArcGIS Server administration tools may be copied throughout Licensee's organization,but the ArcCatalog application (found in ArcGIS Desktop)may not be copied. The ArcIMS license includes the right to deploy MapObj ects —Windows Edition applications on the Internet or intranet. Licensee shall not develop client/server solutions withthe ArcIMS—Java Archive (JAR)files without a license for the MapObjects —Java Edition developer kit. Licensee may install and use the Software to provide services to multiple users on the same or other computer(s).The Software is licensed per server.The licensed server is the server on which Licensee installs the Spatial Data Service. Software is only licensed for navigational use when used in conjunction withArcLogistics. "Dual Use License"means the Software may be installed on a desktop computer and used simultaneously with either a personal digital assistant (PDA)or handheld mobile computer as long as the Software is only used by a single individual at any one (I)time. Developers must include the following attribution with any deployed MapObjects application:"Portions ofthis computer program are owned by LizardTech,Inc.,and are Copyright 1995 —2002 LizardTech,Inc.,and/or the University of California. Allrights reserved.US Patent No.5,710,835." Deployment licenses for desktop or Internet application(s)may be subject to payment ofadditional license fees. Licensee may deliver applications to its sublicensee(s)provided Licensee uses a written sublicense agreement that protects Esri's rights in its Software,Data,Web Services,and Documentation to the same extent as the Esri License Agreement including,but not limited to,the followingterms: C. d. Sublicensee may not reverse engineer,decompile,or disassemble the Esri Software,Data,Web Services,or Documentation,except to the extent permitted by applicable law;copy for commercial use;transfer;or assign its rights under the license grant; Sublicensee may not use any Esri Software,Data,Web Services,or Documentation,in whole or in part,separate from Licensee's executable application;and Third-party dependent or required components are redistributable subject to permission from the owner or author. Applications may be subject to deployment fees owed to Esri.Licensee shall contact its distributor for details. 17. 18. 19. 20. 21. Licensee may use Business Objects Crystal Reports software only with the ArcView 3.x Software with which it was acquired and subject to the Crystal Reports License Agreement available on the media.Licensee may not use a software program or system to cache or queue report requests. The deployment license is per application per computer. MapObjects —Java Edition contains Java Archive files,which indicate they are authentic Esri-certificated files when used over the Internet.Licensee shall not use Esri certification or reference Esri as a source of trusted content in any modified MapObjects —Java Archive files.Licensee may deploy the unmodified Java class Esri-certified libraries as an integral part of the Licensee's application(s). Licensee may reproduce and deploy the Software provided all the followingoccur:(a)the Software is reproduced and deployed in its entirety;(b)a license agreement accompanies each copy of the Software that protects the Software to the same extent as the Esri License Agreement,and the recipient agrees to be bound by the terms and conditions ofthe license agreement;(c)all copyright and trademark attributions/notices are reproduced;and (d)there is no charge or fee attributable to the use ofthe Software. Licensee shall not withhold any substantial right (e.g.,extension of credit)from any individual based solely on the individual's place ofresidence,as profiled in the Tapestry Segmentation system. E300 Page 2 of4 09/29/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 (a)ArcGIS Engine Runtime licenses shall not be used for Internet and server development and deployment;(b)an end user must license either ArcGIS Engine Runtime Software or other ArcGIS Desktop Software (ArcView,ArcEditor,or Arclnfo)to obtain the right to run an ArcGIS Engine application on one (I)computer;and (c)the ArcGIS Engine Runtime extensions shall not be used in combination with ArcGIS Desktop Software to run ArcGIS Engine applications.A single user can have multiple applications installed on one (I)computer foruse only by that end user. Licensee may redistribute the Data as described in the Redistribution Rights Matrixavailable at htt://www.esrkcom/Ie al/,in the Help system,or in supporting metadata files,subject to the specific attribution descriptions and requirements for the dataset accessed. EDN Software,Web Services,and Data may only be used by one (I)named developer per subscription solely for the purposes of research,development,testing,and demonstration of a prototype application.EDN server Software and Data may be installed on multiple computers for use by any named EDN developer. Use ofincluded third-party owned data shall be subject to the Use ofData Restrictions found at htt://www.esrkcom/Ie al/for the specific Data accessed.The Use ofData Restrictions may be modified by Esri from time to time.Ifa modification is unacceptable to Licensee,Licensee may cancel a subscription upon written notice to Esri,or discontinue use ofthe Data or Web Services,as applicable.IfLicensee continues to use the Data or Web Services,Licensee willbe deemed to have accepted the modification. An ArcSDE Personal Edition geodatabase is restricted to ten (10)gigabytes of Licensee data. ArcGIS Server Web ADF Runtime Software may not be deployed independent of Licensee's ArcGIS Server Enterprise configuration. Use is limited to ten (10)concurrent end users ofapplications other than ArcGIS Server applications.This restriction includes use of ArcGIS Desktop Software,ArcGIS Engine Software,and third-party applications that connect directly to any ArcGIS Server geodatabase.There are no limitations on the number of connections from web applications. Software can only be used with SQL Server 2005/2008 Express. Use is restricted to a maximum of ten (10)gigabytes ofLicensee data. Redundant Software installation(s)for failover operations is allowed but can only be operational during the period the primary site is nonoperational.The redundant Software installation(s)shall remain dormant,except for system maintenance and updating of databases,while the primary site or any other redundant site is operational. No redundant Software installation is permitted. Licensee's access to and use of Cloud Bundle,ArcGIS Web Mapping,ArcGIS Online Services,Business Analyst Online, Business Analyst Online API,or Microsoft Bing Maps is conditioned upon Licensee's acceptance of the Esri Web Services and API Terms ofUse,the Business Anal st Online Web Subscri tion Terms and Conditions,the Terms of Use for Bin Ma s Services,and any other terms and conditions applicable thereto or to any third-party data being accessed through them,found at htt://www.esrkcom/Ie al. Licensee's organization is limited to the number of specified credits,transactions,geography,or number of users as described in the online product description. Licensed end users shall not share the client-side data cache derived from ArcGIS Online Services with other licensed end users or third parties. Licensee's use ofEsri Business Analyst (Canadian Edition)Data is subject to the Use ofData Restrictions specific to Esri Business Anal st Canadian Edition Data. Data provided with StreetMap USA may be used for mapping,geocoding,and routing purposes but is not licensed for dynamic routing purposes.For instance,StreetMap USA may not be used to alert a user about upcoming maneuvers (such as warning of an upcoming turn)or to calculate an alternate route ifa turn is missed. The ArcGIS Server 3D extension included with ArcGIS Server Standard (Workgroup or Enterprise)may only be used for generating globe data cache(s)or publishing a globe document as an ArcGIS Globe Service.No other use of the ArcGIS Server 3D extension Software is permitted with ArcGIS Server Standard. Any editing functionality included withArcGIS Server is not permitted for use withArcGIS Server Basic (Workgroup or Enterprise). Geospatial Enterprise JavaBeans (EJB)provided withArcGIS Server (Workgroup or Enterprise)is permitted for use only with ArcGIS Server Advanced. Licensee may only use Data from a single state with the Single State version ofArcGIS Data Appliance.This restriction applies to a large-scale (Le.,scale levels below I:100,000)street map,transportation layer,boundaries and places layer,and one (I)-meter or better resolution imagery included in the USA Collection.This restriction does not apply to the small-scale (Le.,scale levels above I:100,000)maps provided in the World Collection,which are intended for display at global and regional scales. Licensee has the right to one (I)desktop deployment of the ArcGIS Server Image extension Service Definition Editor for every four (4)cores ofArcGIS Server Image extension that are licensed. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users with or without the ArcGIS Engine Runtime Software. E300 Page 3 of4 09/29/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 For any operating system environment in which Licensee runs instances ofthe Concurrent Use License management software, Licensee may run up to the same number of passive failover instances of the Concurrent Use License management software in a separate operating system environment for temporary failover support. Data licensed with Esri Business Analyst and Esri Business Analyst Server is restricted for use only in conjunction with the respective Business Analyst extension. Licensee should not followany route suggestions that appear to be hazardous,unsafe,or illegal.Licensee assumes all risk of using this navigation Software. Licensee may develop and distribute software or web applications that use the Esri File Geodatabase API to Licensee's end users. Licensee may include reports and maps created from the Software or Data in hard-copy or read-only format for presentation packages or marketing studies for subsidiaries and customers.The total content of the Esri reports and maps must be less than twenty percent (20%)of Licensee's total content of the presentation package or marketing study.Full,complete,stand-alone reports or maps created from the Software or Data and not part of a presentation package or marketing study cannot be resold, sublicensed,or otherwise transferred without prior written permission of Esri.Licensee's third-party customer may only receive reports and maps generated by Licensee and may only use the maps and reports received from Licensee for internal purposes. In no case shall Licensee redistribute the Data in digital formats. Esri MapIt Silverlight Web or WPF applications may not be deployed independent ofLicensee's MapIt deployment configuration. Licensee has the right to one (I)desktop deployment of Spatial Data Assistant for each Esri MapIt server license. Esri Business Analyst Server Developer and Data may only be installed on one (I)server per license solely for the purposes of research,development,testing,and demonstration of a prototype application. Source code is the intellectual property of Esri.Licensee shall treat any source code file identified as "Software"in a README file or at htt://www.esri.com/le al/as a trade secret for Licensee's own internal use only and not for further redistribution or access by unlicensed third parties.Licensee shall not modify the Software,Documentation,Data,or source code to incorporate, embed,link,or otherwise include any code,libraries,or data licensed or distributed under an open source licensing or distribution models similar to Free Software Foundation's GNU General Public License (GPL)or GPL-compliant licenses, including,without limitation,the Artistic License (e.g.,Perl),the Mozilla Public License,the Netscape Public License,and the Sun Community or Industry Standards License,that could require a user to make its proprietary source code available to a requesting third party. Reserved. ArcGIS Mobile is licensed for use with ArcGIS Server Advanced (Enterprise or Workgroup)and ArcGIS Desktop (Arclnfo, ArcEditor,ArcView,and ArcGIS Engine applications). Licensee may develop software or web applications that use the Business Analyst Online API to access,query,create,display, and redistribute Reports and resulting static,electronic maps to end user(s)ofLicensee's software or web applications.End user(s)ofLicensee's software or web applications may use the Reports and maps for internal purposes only and not for further redistribution."Report"means any formatted output created by the Business Analyst Online API,which includes PDF,CSV, Excel,HTML,and XMLformats.Licensee shall not redistribute any Data in vector formats. For Reports or maps displayed or posted to an external website,or Reports or maps created for Licensee's end user(s),Licensee shall affixan attribution notice to Licensee's online and/or hard-copy output that acknowledges Esri's and its third-party data supplier's intellectual property.These notices are found in the PDF or export image format ofeach individual Report or image, or as follows:"Source [Esri,Supplier]"or Copyright [year(s)][Esri,Supplier].Allrights reserved." Licensee may only display or post any combination of 100 Business Analyst Online or Community Analyst Reports and maps on its external websites. Licensee shall order a separate Business Analyst Online or Community Analyst subscription for each person who uses Business Analyst Online or Community Analyst and shall provide output from the Business Analyst Online or Community Analyst subscription only to the e-mail ofthe individual subscriber. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users with or without the ArcGIS Runtime Software up to the number ofdeployment licenses that have been purchased. (a)ArcGIS Runtime licenses shall not be used for Internet and server development and deployment;(b)an end user must purchase a software application that includes an ArcGIS Runtime license to obtain the right to run an ArcGIS Runtime application on one (I)computer.A single user may have multiple ArcGIS Runtime licensed applications installed on one (I)computer that utilize a single ArcGIS Runtime. Oracle is a third-party beneficiary ofEsri's rights under the Esri License Agreement withrespect to the Software but is not a party hereto and assumes no obligations hereunder. Esri and its Licensors reserve the right to conduct an audit ofLicensee's use ofthe Software.Licensee willprovide reasonable assistance and access to information regarding Licensee's use of the Software.Auditresults may be reported to Esri's Licensors.Fees for over-deployment or excess usage are payable within thirty (30)days ofthe invoice date. Licensee may not publish the results of benchmark tests run on the Software without the prior written permission ofEsri and its Licensors. E300 Page 4 of4 09/29/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 State of Montana Amendment to Master Purchase Agreement This is an amendment to the ESRI Terms and Conditions for the Master Purchase Agreement (hereinafter referred to as "Agreement").ESRI,having its principal place of business at 380 New Vork St.,Redlands,CA 92373,and MONTANADEPARTMENT of ADMINISTRATION,having its principal place of business at 125 N.Roberts,MITCHELL BUILDING,City of HELENA,State of MT Zip:59620 hereinafter called the State: Chan e Article 10.11 Governin Law Arbitration to read: This agreement shall be governed by the laws of Montana.The parties agree that any litigation concerning this Agreement must be brought in the First Judicial District in and for the County of Lewis and Clark,State of Montana. Add the followin ACCESS AND RETENTION OF RECORDS ESRI agrees to provide State,the Legislative Auditor or their authorized agents access to any records necessary under this Agreement to determine contract compliance, provided,however,such audit shall not occur prior to ESRI receiving reasonable advance written notice of such audit. ESRI agrees to create and retain all records supporting the products and services rendered in support of this Agreement for a period of three years after either the completion date of this Agreement or the conclusion of any claim,litigation or exception relating to this Agreement taken by the State of Montana or a third party.(Reference: 18-1-118,MCA.) FUTURE APPROPRIATIONS The State,at its sole discretion,may terminate or reduce the scope of this Agreement if available funding is reduced for any reason.(18-4-313(3),MCA). Intentionall Blank Si natures Immediatel Follow DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Amendment 7 Master Purchase Agreement No.2004MPA3427 Earl,3SO New YorkSi.,Redfende,CA 32373-3100 USA ~TELSCS-733-2333 ~FAXSSS-'las-SSS3 This Amendment amends the Master Purchase Agreement (MPA)between Environmental Systems Research Institute,Inc.of Redlands,California (Esri),and the State ofMontana (Montana). Amendment 7 amends the MPA as follows: 1)Pursuant to 'Term ofA ree e e The term ofthis MPA is extended until October 28,2014. 2)Esri M ATerms and Conditions E500 Article9-Pricin .Delete the last sentence ofthe first paragraph in Article 9-Pricing and replace with the followingsentence:"Esri may update the pricing no more than once each calendar quarter upon written notice to Customer." 3)E te rise Adva ta e Pro r m EAP ELAAddendum E125-ELA.E125-ELA4/4/2011 Enterprise Advantage Progrstn (EAP)ELAAddendum is hereby included in this amendment. 4)Train'rm and Condition 2 Z.The existing Training Terms and Conditions E207 9/09 is deleted and replaced with Training Terms and Conditions E207CW 7/I I,A copy ofthe E207CW document is attached. 5)Custom So T hnical Data a I License Addend The existing Custom Software, Technical Data,and Assistance License Addendum E600 is replaced withE600 12/02/201 1.A copy ofthe E600 document is attached. 6)Time and Material h ule J-8410.The existing 2011 Esri Time and Materials Rate Schedule J-8410 is deleted and replaced with the 2012 Time and Materials Rate Schedule J-8410. 7)Im I m ntation Servic n um'or Services G363D.G363D 11/I/2010 Implementation Services Addendum for Services Packages is hereby included in this amendment. 8)Esri Pri List E416.The existing Esri MPA Price List,E416 10/10 is deleted and replaced with MPA Price List,E416 10/11.A copy ofthe E416 document is attached. 9)Acopy ofthe current license agreement consisting ofGeneral License Terms and Conditions E200 and Exhibit 1- Scope ofUse E300 are enclosed.The revisions originally negotiated to the General License Terms and Conditions, E200 remain efFective for follow-onversions and the Governing Law and Arbitration are defined pursuant to the State ofMontana Amendment to Master Purchase Agreement and is attached hereto, Except as may be specifically modified by this Amendment 7,all other terms and conditions ofthe MPA and any Amendment(s)or Addendum(s)constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements orrepresentations,written or oral;concerning the subject matter ofthis MPA.The parties hereto have executed this Amendment 7 to be effective,valid,and binding upon the parties as ofthe date below as executed by their duly authorized representatives, Accepted and STATE OF MONTANA (MONTANA) ENVIRONME ALSY INSTITUTE,C. (Esri) 7 SEA C Signature: Printed Name: Title: Signature: Printed Name:'sJ nson Manage eslic Co Date: 2004MPA3427-A7/TjB 11/29/2011 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 December 1, 2022 ArcGIS Urban Initial Operating Capability Prepared for: Jon Henderson City of Bozeman 20 E Olive St Bozeman, MT 59715 Esri Quote Number: P012824 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 P012824 – City of Bozeman – ArcGIS Urban IOC 1 December 1, 2022 Introduction: The City of Bozeman, MT (City) has requested Environmental Systems Research Institute, Inc. (Esri) Professional Services to provide consulting services for preparing data and deploying ArcGIS Urban to support an initial operating capability (IOC) for a planning solution. Many cities today are experiencing massive challenges managing and responding to growing populations and the demands related to public and private capital expenditure on new development and infrastructure. ArcGIS Urban provides a set of tools to orchestrate the urban development lifecycle. ArcGIS Urban is a system of web-based and desktop tools to create and manage plans and projects, engage with community stakeholders, and assist with decision making. Esri will support the City with implementing the IOC for a planning solution using ArcGIS Urban by assisting the City to: • Prepare the necessary datasets, publishing these datasets to the City’s ArcGIS Online Organization and configuring the City -specific ArcGIS Urban instance. • Configure two example scenarios for a focused pilot area (e.g., corridor plan, area plan, neighborhood plan, or transit-oriented development plan, etc.) • Build in-house capabilities for getting started with ArcGIS Urban including how to navigate and configure ArcGIS Urban, add new Plans, Projects, custom Indicators and Ideas, how to make ArcGIS Urban accessible to the public and utilize Overview vs. Designer mode capabilities. • Build in-house capabilities for deploying, extending, and maintaining ArcGIS Urban datasets. This IOC foundation will allow the City to start conducting meaningful planning tasks while also positioning the City to expand their data and enable more advanced business workflows in the future. The quote below describes the scope of services, schedule, pricing, terms and conditions, and purchasing instructions. Scope of Services: Activity 1 ArcGIS Urban Application Deployment Esri will provide up to 67 hours of remote consulting services to assist the City with preparing the necessary data sets for one focused pilot area (e.g., corridor plan, area plan, neighborhood plan, or transit-oriented development plan, etc.), publishing these datasets to the City’s existing ArcGIS Online Organization and configuring the City specific ArcGIS Urban instance. It is anticipated that consulting services will include the following topics: DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 P012824 – City of Bozeman – ArcGIS Urban IOC 2 December 1, 2022 • Remote kickoff meeting to review and discuss goals and source data • Data preparation • ArcGIS Urban application deployment • Scenario configuration Activity 1.1 IOC Kickoff Esri will lead a kickoff meeting with the City staff to introduce the team and to review and discuss IOC goals, schedule, the focused pilot area, and source data (a summary of required source data is available in Appendix A). The kickoff meeting will be hosted remotely by our Redlands, CA staff. Esri will provide a Microsoft PowerPoint presentation of the goals and associated activities to guide the kickoff meeting discussion. Activity 1.2 Data Preparation Esri will support the City with specific ArcGIS Urban workflows and preparation of the source data provided by the City and requested during the IOC kickoff. The prepared data will then be published as feature services to the City’s ArcGIS Online Organization enabling these services to be consumed and edited by ArcGIS Urban once it has been deployed. It is anticipated the following data preparation steps will be performed by Esri: • Download latest ArcGIS Urban data model • Re-project data to appropriate coordinate system • Parcel geometries cleanup using geoprocessing tools (repair geometry, generalize, multipart to single part, etc.) • Assign standard road classification to centerlines • Assign parcel edge information • Support interpretation of zoning code parameters (e.g., FAR, setbacks, heights, coverage) • Support interpretation of land use parameters (e.g., FAR, heights, coverage, net area factor) • Load parcel, zoning, project, plan and indicator geometries and attributes into the ArcGIS Urban data model • Publish loaded layers as feature services to the City’s ArcGIS Online Organization Activity 1.3 ArcGIS Urban Application Deployment Once all necessary feature services are published, Esri will support the following ArcGIS Urban deployment tasks: • Populate ArcGIS Urban configuration tables to read to the previously published services, including previously created services for existing 3D buildings. DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 P012824 – City of Bozeman – ArcGIS Urban IOC 3 December 1, 2022 • Configure ArcGIS Online permissions enabling specified groups and accounts to access the ArcGIS Urban web application. • Configure the plan area, focused project and custom indicator identified during the kickoff meeting and deployed to ArcGIS Urban. Esri anticipates configuration may include tasks such as adding descriptions, URL links, charts, etc. to the deployed features using the web-based interface. Activity 1.4 Scenario Configuration Upon completion of ArcGIS Urban deployment, Esri will assist the City to create 1 Zoning plan or 1 Land Use plan with up to 2 scenarios for each plan based on input gathered during the kickoff meeting and within a mutually agreed focused pilot area. These scenarios should represent planning alternatives such as a business-as-usual scenario or a proposed development scenario that can be used for visualizing and comparing existing and proposed zoning intensities (FAR, maximum height, lot coverage), setbacks and allowed uses in parcels. In the case of the Land Use plan these scenarios could represent existing Land Use and proposed future Land Use. This activity will be supported remotely from Esri’s offices. The Esri consultant(s) will work with direction from the City’s technical staff and management. Activity 2 ArcGIS Urban Workshop Esri will provide up to 20 hours of remote consulting services including preparation to organize a virtual training for the City’s staff on the use of ArcGIS Urban application. This knowledge transfer workshop includes: 1. An introduction to ArcGIS Urban 2. Deployment of ArcGIS Urban During this remote workshop, Esri will conduct follow-along demos and exercises of the application to familiarize the City’s staff with ArcGIS Urban features and functionality. The workshop will cover topics on how to add 3D models of development projects and evaluate zoning-based development potential for any parcel within a study area. It will also cover how ArcGIS Urban helps quickly reveal capacity for additional growth, locations likely to support this growth, and potential impacts of policy changes. The workshop will also cover ArcGIS Urban Deployment via Urban Manager and the Deployment Validation Process as well as some ArcGIS Urban advanced topics. Esri anticipates that 1 consultant will support this activity. The Esri consultant will work with direction from the City’s technical staff and management. Following the training, remaining hours if any, can be used for remote, ad-hoc services via telephone, e-mail, and/or webcast. DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 P012824 – City of Bozeman – ArcGIS Urban IOC 4 December 1, 2022 Activity 3 ArcGIS CityEngine Workshop (Optional) Esri will provide up to 16 hours of remote consulting services including preparation to organize a virtual training for the City’s staff on the use of ArcGIS CityEngine and its default rule library (e.g. styles, materials, complement street assets). This knowledge transfer workshop includes: 1. An introduction to ArcGIS CityEngine 2. ArcGIS Urban and ArcGIS CityEngine Integration Workflows Esri anticipates that 1 consultant will support this activity. The Esri consultant will work with direction from the City’s technical staff and management. Following the training, remaining hours if any, can be used for remote, ad-hoc services via telephone, e-mail, and/or webcast. Esri Responsibilities • Provide up to 103 hours of consulting services as described above. City’s Responsibilities • Communicate consulting needs and priorities to the Esri consultant. • Provide the Esri consultant with access to the City’s data and system environment, as necessary. • Acquire necessary Esri software licenses prior to Activity 1 commencing. (Software licenses are not included in this proposal). Acquire at a minimum ArcGIS Online Creator-level named user account and ArcGIS Urban licenses for all workshop attendees. • ArcGIS Urban application will be deployed to the City’s ArcGIS Online organization account. • Provide remote workshop participants with workstations that meet or exceed the recommended system requirements outlined at: https://doc.arcgis.com/en/urban/get- started/get-started-system-requirement.htm. • Coordinate and ensure the participation of appropriate City staff members. • Each participant’s workstation must be configured with a headset and web camera for the remote workshops. • Prepare and publish data sets in the formats list in Appendix A – “ArcGIS Urban IOC Required Datasets” prior to the start of Activity 1. Assumptions • Esri will provide guidance and support (e.g., templates, examples, and review meetings) as the customer completes the interpretation of their zoning code into ArcGIS Urban's data model. The interpreted zoning is not intended for legal purposes. • Activity 1 will cover 1 focus pilot area within the City. DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 P012824 – City of Bozeman – ArcGIS Urban IOC 5 December 1, 2022 • There is a limit of no more than 12 workshop participants for Activities 2 & 3. • Topics outside the Scope of Services above include but are not limited to ArcGIS Online setup and configuration, publishing and sharing using Portal for ArcGIS, and ArcGIS CityEngine rule customization. • Esri will only leverage ArcGIS CityEngine default rule library and assets. • All work will be performed on the latest version of Esri products, unless otherwise specified in the scope of work. • Existing errors in data will not be corrected by Esri as part of any data upload. • Pricing assumes all consulting services will be provided remotely from Esri’s offices during Esri’s normal business hours (5:00 a.m. and 5:00 p.m. Pacific time, Monday through Friday, excluding Esri holidays) and no travel will be required of the Esri consultant. • Remote support will be provided during the standard Esri working hours of Monday- Friday, 9 AM – 5 PM Pacific Standard Time. • Remote support will be conducted via email, telephone, and webcast. • Esri will not be responsible for data clean-up, if needed. • Consulting support is limited to Esri commercial-off-the-shelf (COTS) software, and will not include any non-Esri-based systems. Schedule: The schedule will be mutually agreed upon between the City and Esri within 10 days after contract award with anticipated end date of June 30, 2023. Pricing: The pricing provided below has been estimated based upon an anticipated award of a Time-and- Materials (T&M) contract. The required labor hours, including preparation time, have been estimated based upon prior experience with work of a similar nature. The total not-to-exceed (NTE) price for the quoted Scope of Services is $28,428. This price is exclusive of any applicable federal, state and/or local taxes for which Esri may collect and the City shall remain responsible. Esri anticipates using staff from the Technology Consultant/Engineer (S1) labor category; however, depending on the level of expertise required to perform certain activities during this engagement, Esri may be required to utilize other Esri staff members with a different skill-set and labor category. DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 P012824 – City of Bozeman – ArcGIS Urban IOC 6 December 1, 2022 Price by Activity Activity Description Total (USD) ArcGIS Urban Application Deployment & ArcGIS Urban Workshop $24,012 ArcGIS CityEngine Workshop (Optional) $4,416 Total Not-to-Exceed Price $28,428 T&M consulting services will be conducted under the following conditions: • In the event Esri completes the Scope of Services for less than the NTE budget, the City will only be invoiced for the actual hours expended plus ODCs. • In the event Esri reaches the NTE budget limit before the Scope of Services is completed, the City will have the option to either (a) increase the contract funding in order to allow the work to continue; or (b) instruct Esri to stop work. If the City chooses to stop work, Esri will do so without liability. • Esri reserves the right to reallocate the project funding between Scope of Services activities and/or ODCs, as necessary to facilitate the work effort, provided the overall contract price is not exceeded. All work will be accomplished in accordance with the Scope of Services with the deliverable being consulting time. If additional work is requested by the City in writing beyond the scope of this quote, Esri will provide an updated quote. Esri will perform and invoice Services on a time and materials basis using the labor categories and rates specified for the performance period. Labor will be invoiced on a monthly basis for actual hours expended during the previous month. Other direct costs (ODCs) will include a fifteen percent (15%) burden. Invoices are to be paid within 30 days of receipt. This quote is valid for a period of 90 days from the submittal date above. Terms and Conditions: By purchasing these services, the customer agrees to the terms and conditions contained in the State of Montana Master Purchase Agreement (Esri Agreement #00221730.0 formerly 2004MPA3427) between Esri and City effective 28 October 2005 (hereinafter referred to as the “Agreement”). DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 P012824 – City of Bozeman – ArcGIS Urban IOC 7 December 1, 2022 Purchasing: To order these services as quoted, please notify Alex Muñoz of the contract award using the information provided below. Thereafter, Alex Muñoz will engage Esri's Contract Administrator to draft the necessary T&M Task Order issued under the existing Agreement, in accordance with the details of this quote. When we receive these completed documents, Esri will contact you to discuss staff assignment and schedule. We look forward to supporting you. Contact: Alex Muñoz Esri Professional Services 380 New York Street Redlands, CA 92373 (909) 793-2853 x1597 amunoz@esri.com www.esri.com DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 P012824 – City of Bozeman – ArcGIS Urban IOC 8 December 1, 2022 Appendix A – ArcGIS Urban IOC Required Datasets Urban Component Dataset Format Description Context Existing Buildings (optional) Scene Service with associated Feature Service A scene service published to ArcGIS Online for existing 3D buildings. In order to support ArcGIS Urban masking functionality, this scene service must also have an associated feature service. Context Information Web Scene A web scene containing any additional layers that may help with providing additional context information in ArcGIS Urban (e.g. trees, planimetric data, administrative boundaries, neighborhood boundaries, TAZs, points of interest). Indicators Indicator Feature Service In ArcGIS Urban, Indicators are used to help inform your planning decisions. An indicator dataset typically show numeric values from counts, sums or summary statistics (e.g. population projections, green space, population density, etc.). Plans Parcels Polygon feature class or shapefile All parcels in your local coordinate system. The data will be generalized, geometries will be repaired, and z coordinates will be added using Esri’s World Elevation Service. Capacity Indicators Table Existing condition information about population, number of households and jobs. Must include link to parcels (e.g. PIN) Street Centerlines Line feature class or shapefile All Street Centerlines in your local coordinate system with road class information. Zoning Boundaries Polygon feature class or shapefile Polygon layer of zoning boundaries within plan area selected for IOC. Zoning Parameters Table / PDF Table and/or PDF containing the information pertaining to each zoning code like FAR, max height, lot coverage, setbacks, etc. Zoning Overlay Boundaries Polygon feature class or shapefile Polygon layer of the zoning overlay boundary selected for the IOC. Zoning Overlay Parameters Table / PDF Table and/or PDF containing the information pertaining to the zoning overlay boundary selected for IOC (e.g. coverage, FAR, max height, setbacks, DUA, etc.) and the method of override (replace, add, subtract) Plan Area Boundary Polygon feature class or shapefile Please provide a polygon layer defining the extent of the plan area boundary selected for the IOC. Plan Details Documents Additional materials that help to inform the public about the plan (e.g. text, images, charts, web page links, etc.). Projects Projects Polygon feature class or shapefile Locations of known development projects. Each project should be represented as a polygon defining the extent of the project area and should include a project name and status. Project Details Documents Additional materials that help to inform the public about the project (e.g. text, images, charts, web page links, etc.). Buildings (optional) Scene Service 3D model of a development project. Needs to be published to ArcGIS Online as a 3D Object Scene Layer and at the correct geographic location. DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 J7265 2022 1 September 2022 TIME AND MATERIALS RATE SCHEDULE Effective January 1, 2023 Hourly time and materials labor category descriptions and rates have been provided for each labor category for calendar year 2023. The hourly labor rates for services that are performed after 2023 may be escalated in an amount not to exceed five percent (5%) each year. Other direct costs, such as travel, reproduction, subcontractor, telecommunication/freight, or materials, will be charged a material handling fee and invoiced. Technology Consultant/Engineer (S1) Staff members in this labor category provide day-to-day technology consulting, troubleshooting, and engineering services on many aspects of project implementation. These projects include COTS software configuration, custom software development, database consulting, training development and delivery, technical documentation, and other technology consulting and engineering services. Individuals in this category have specialized skills and experience with a variety of technologies that can be applied to a broad spectrum of assignments. Senior Technology Consultant/Engineer (S2) Staff members in this labor category provide strategic technology consulting and engineering services across project implementation. These staff may provide technical leadership services, architecture and design services, as well as training development and delivery for small to moderately complex solutions. Individuals in this category have higher-level specialized skills and experience with a variety of technologies that can be applied to a broad spectrum of assignments. Principal Technology Consultant/Engineer (S3) Staff members in this labor category work as technical leads and/or senior technical advisers, providing technology vision, solution architecture, and strategic technology consulting for projects of all sizes and scopes. These staff may provide strategic technology design & planning, oversight of technical implementation activities, solution architecture and database design, system integration, and other technology training, consulting, and engineering services. Individuals in this category have advanced, diverse, and specialized skills and experience with a variety of technologies that can be applied to a broad spectrum of complex assignments. Staff members in this labor category work with senior client staff in coordination with Esri senior management to resolve issues and support a successful project completion. Consultant/Project Manager (M1) Staff members in this labor category provide day-to-day consulting for and management of many aspects of GIS and related technology projects. The scope of these projects may include database development and administration, training, technical support, business process design and development, definition of work plans, project management of technical and contractual deliverables, and ad hoc consulting. For DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 J7265 2022 2 September 2022 complex projects, these individuals may team with senior staff to develop comprehensive work plans that address risk, schedule, and budget management and provide the framework for project implementation. Senior Consultant/Project Manager (M2) Staff members in this labor category provide strategic consulting and management services for complex GIS and related technology projects. These staff members have market/application domain expertise with extensive experience in various technologies required to support the successful completion of a project. Consulting activities may include strategic planning, implementation of change management methodologies and system integration, and training, as well as project management oversight of project deliverables and subcontractors. These individuals may also design comprehensive work plans that address risk, schedule, and budget management and provide the framework for project implementation. Principal Consultant/Program Manager (M3) Staff members in this labor category work as program directors or project advisers, providing project vision, strategic consulting, and program management activities for GIS and related technology projects. Consulting activities may include strategic planning, oversight of requirements definitions, application and database design, system integration, curriculum development and help desk system architecture. Management activities may include providing oversight on defining program requirements and objectives, establishing budgets and schedules, as well as allocating staff and other resourcing activities. Technology Support Specialist (DB) Staff members in this labor category work in professional entry-level roles to support definable activities of larger technology projects. Working with technical and management leads and mentors, these staff provide support to technology projects as assigned. DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 J7265 2022 3 September 2022 Current Rates by Labor Category Labor Category Rate Technology Consultant/Engineer (S1) $276 Senior Technology Consultant/Engineer (S2) $358 Principal Technology Consultant/Engineer (S3) $438 Consultant/Project Manager (M1) $334 Senior Consultant/Project Manager (M2) $423 Principal Consultant/Program Manager (M3) $556 Technology Support Specialist (DB) $232 DocuSign Envelope ID: A0EC51A6-B673-4FE3-87DB-0C320E166486 Copyright © 2022 Esri All rights reserved. Printed in the United States of America. Notice of Proprietary Information: The information in the attached document is proprietary to Esri and contains commercial or financial information or trade secrets that are confidential and exempt from disclosure to the public under the Freedom of Information Act. 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