Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Reports - 2023.07.20 - 40267
AGENDA ITEM: Extension with Environmental Systems Research Institute, Inc. ("Esri") for Geographic Information System (GIS) Software and Services DEPARTMENT: Information Technology MEETING: Board of Commissioners DATE: Thursday, July 20, 2023 8:35 PM - Click to View Agenda ITEM SUMMARY SHEET COMMITTEE REPORT TO BOARD Resolution #2023-3115 Motion to approve the three-year contract extension with Esri through September 30, 2026, for an amount not to exceed $2,490,000; further, that a budget amendment is not required as there is sufficient funding within Information Technology’s FY 2023 – FY 2025 operating budget to cover the cost of the expenditure. ITEM CATEGORY SPONSORED BY Contract Gwen Markham INTRODUCTION AND BACKGROUND The existing Esri (Environmental Systems Research Institute, Inc.) contract expires on 9/29/23 after 5 years of previous renewals. The contract includes all geographic information system (GIS) desktop, server, and ArcGIS Online licensing and support. IT is requesting the contract be extended for an additional 3 years. Esri currently provides Oakland County with ArcGIS Online accounts for over 1,200 Oakland County, RCOC, and CVT staff that enable them to create mailing labels, pre-plan public safety incidents, and everything in between. Esri server and SaaS solutions are integrated with Property Gateway, Asset Management (Cityworks/CAMS), Open Data Portal, CAD/CLEMIS as well as in the daily business functions of at least 9 County departments, RCOC, and CVTs. Desktop licenses are used to maintain and analyze many key GIS data layers, including parcels, roads, and utilities. Critical asset databases are maintained with these tools. Esri is the provider of geographic information system (GIS) software and services for Oakland County. The current contract between Oakland County and Esri expires on 09/30/2023 and the Departments of Information Technology and Purchasing have negotiated a new 3-year contract at an estimated total cost of approve the three-year contract extension with Esri through September 30, 2026, for an amount not to exceed $2,490,000; further, that a budget amendment is not required as there is sufficient funding within Information Technology’s FY 2023 – FY 2025 operating budget to cover the cost of the expenditure.. The Purchasing Terms and Conditions state in Section 2400.6 Duration of Contracts and under Procedure states “The Board of Commissioners shall approve contracts beyond five years”. BUDGET AMENDMENT REQUIRED: No Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at 248.425.5572 or andrewsmb@oakgov.com, or the department contact persons listed for additional information. CONTACT Rod Davenport, Chief Information Officer ITEM REVIEW TRACKING Aaron Snover, Board of Commissioners Created/Initiated - 7/20/2023 AGENDA DEADLINE: 07/30/2023 8:35 PM ATTACHMENTS 1. AMENDMENT OF CONTRACT 005562 AMENDMENT 03 AMENDMENT DATE: July 19, 2021 2. AMENDMENT OF CONTRACT 008474 AMENDMENT 04 AMENDMENT DATE: September 15, 2022 3. AMENDMENT 05 4. AMENDMENT 06 5. CONTRACT NUMBER:005562 Not To Exceed Amount: $2,055,000.00 Effective Date: 10/1/2018 Expiration Date:9/30/2021 COMMITTEE TRACKING 2023-07-12 Finance - Recommend to Board 2023-07-20 Full Board - Adopt Motioned by: Commissioner Robert Hoffman Seconded by: Commissioner Angela Powell Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, Janet Jackson, Charles Cavell, Brendan Johnson, Ajay Raman (16) No: None (0) Abstain: None (0) Absent: Gary McGillivray, William Miller III, Yolanda Smith Charles (3) Passed AMENDMENT OF CONTRACT 005562 Page 1 Rev 2020/09/16 Information Technology JPD AMENDMENT OF CONTRACT 005562 AMENDMENT 03 AMENDMENT DATE: July 19, 2021 This AMENDMENT OF CONTRACT (hereafter this "Amendment") is made and entered into by and between the Contractor named and identified below, (hereafter “Contractor”) and the COUNTY OF OAKLAND (hereafter “County”) whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328. CONTRACTOR ADDRESS ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE 880 BLUE GENTIAN RD STE 200 ST PAUL MN 55121 Vendor: 996 The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and Contractor hereby agrees to amend the current Contract as follows: 1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract between the parties will apply equally to and throughout the amendment. 2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Amendment except as otherwise expressly provided for in this Amendment. 3.0 Description of Change: Add $1,551,500.00 to the Contract Not to Exceed (NTE) amount. The Contract NTE will change from $2,114,000.00 to $3,665.500.00. Update the contract per Attachment A Esri Amendment 3 AMENDMENT OF CONTRACT 005562 Page 2 Rev 2020/09/16 For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to the terms and conditions of the Contract and this Amendment. THE CONTRACTOR: SIGN / DATE: ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE THE COUNTY OF OAKLAND: SIGN / DATE: Scott N. Guzzy, CPPO, MBA, Purchasing Administrator CLA Scott N. Guzzy (Jul 19, 2021 15:32 EDT) Timothy Brazeal (Jul 20, 2021 13:38 PDT) Amendment No. 3 Agreement No. 00270489.0 County Contract No. 005562 RLA Page 1 of 4 February 12, 2021 This Amendment No. 3 is entered into by and between County of Oakland, Michigan (hereinafter referred to as “County”) and Environmental Systems Research Institute, Inc. (hereinafter referred to as “Esri”). WHEREAS, Esri and the County entered into an Enterprise Agreement with an effective date of October 1, 2018 (hereinafter “Agreement” or “EA”); and WHEREAS, the parties desire to amend the Agreement to extend the term for an additional two (2) years and update applicable language and appendices; NOW THEREFORE, the parties agree to the following: 1.The term of the EA is extended an additional two (2) years from October 1, 2021 through September 30, 2023, unless terminated earlier in accordance with Article 7 – Term, Termination, and Expiration (“Renewal Term”). 2.Delete and replace Appendix A Products and Deployment Schedule with the attached Appendix A Products and Deployment Schedule, which will supersede and apply during the Renewal Term. 3.Delete and replace Appendix B EA Fee Schedule with the attached Appendix B EA Fee Schedule, which will supersede and apply during the Renewal Term. 4.The Not To Exceed Amount is increased by $1,551,500 making the Not To Exceed Amount a total of $3,665,500. Except as may be specifically modified herein, all other terms and conditions of the Agreement and any Amendment(s) or Addendum(s) remain the same. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 as of the date of the last party to sign below. ACCEPTED AND AGREED: ENVIRONMENTAL SYSTEMS COUNTY OF OAKLAND, MICHIGAN RESEARCH INSTITUTE, INC. (County) (Esri) By: Exter nal Signatur e1 By: Inter nalSignature1 Authorized Signature Authorized Signature Printed Name: ExternalNam e1 Printed Name: InternalNam e1 Title: Exter nalTi tle1 Title: InternalTitle1 Date: ExternalD ate1 Date: Inter nalD ate1 ATTACHMENT A Scott N. Guzzy (Jul 19, 2021 15:32 EDT) Purchasing Administrator Jul 19, 2021 Scott N. Guzzy Timothy Brazeal (Jul 20, 2021 13:38 PDT) Jul 20, 2021 Manager, Commercial and Government Contracts Timothy Brazeal RLA Page 2 of 4 February 12, 2021 APPENDIX A PRODUCTS AND DEPLOYMENT SCHEDULE County may Deploy the EA Products up to the total quantity of licenses indicated below during the term of this EA. Table A-1 EA Products—Uncapped Quantities Product Total Qty. to Be Deployed ArcGIS Desktop: ArcGIS Desktop Advanced, Standard, and Basic (Single Use and Concurrent Use) Uncapped ArcGIS Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Data Reviewer, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Publisher, ArcGIS Schematics, ArcGIS Spatial Analyst, ArcGIS Tracking Analyst, and ArcGIS Workflow Manager (Single Use and Concurrent Use) Uncapped ArcGIS Enterprise: ArcGIS Enterprise and Workgroup (Advanced and Standard) Uncapped ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Spatial Analyst, and ArcGIS Workflow Manager Uncapped ArcGIS GIS Server: Advanced, Standard, and Basic Uncapped ArcGIS Enterprise Additional Capability Servers: ArcGIS Image Server and ArcGIS GeoEvent Server Uncapped ArcGIS Monitor Uncapped ArcGIS Engine (Single Use and Concurrent Use) Uncapped ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS Engine Geodatabase Update, ArcGIS Network Analyst, ArcGIS Schematics, and ArcGIS Spatial Analyst (Single Use and Concurrent Use) Uncapped ArcGIS Runtime Advanced Uncapped ArcGIS Runtime Extensions: ArcGIS 3D Analyst, ArcGIS Network Analyst, and ArcGIS Spatial Analyst (Single Use) Uncapped Mapping and Charting Solutions: Esri Production Mapping for Desktop (Single Use and Concurrent Use) Uncapped RLA Page 3 of 4 February 12, 2021 Table A-2 EA Products—Capped Quantities Item Rolled-In Qty. (if applicable) Qty. to Be Deployed Total ArcGIS Data Interoperability Desktop Extension (Concurrent Use) 4 -- 4 Image Analyst Extension for use with ArcGIS Pro (Single Use) -- 5 5 ArcGIS City Engine Advanced (Concurrent Use) 2 -- 2 Business Analyst Desktop - US National Dataset (Concurrent Use) 3 -- 3 ArcGIS Data Interoperability Server Extension (four core) 1 -- 1 ArcGIS GeoAnalytics Server 2 -- 2 ArcGIS GeoAnalytics Staging Server 2 -- 2 ArcPad 14 -- 14 ArcGIS Business Analyst WebApp Online (Term) - 50 50 ArcGIS Community Analyst Web App Online (Term) - 50 50 ArcGIS Insights in ArcGIS Online (Term) - 10 10 ArcGIS Navigator for ArcGIS Online (Term) - 5 5 ArcGIS Drone2Map for ArcGIS Online (Term) - 1 1 ArcGIS Enterprise Creator User Types (Term) - 50 50 ArcGIS Parcel Fabric User Type Extension for ArcGIS Enterprise (Term) -- 15 15 ArcGIS Utility Network User Type Extension for ArcGIS Enterprise (Term) -- 20 20 ArcGIS Insights in ArcGIS Enterprise (Term) -- 10 10 ArcGIS Developer Professional Subscription -- 4 4 ArcGIS Desktop Advanced (Concurrent Use or Single Use) for use by CVTs as noted below* -- 5 5 * License use for specific CVTs located within the County boundaries that are included in this Agreement. Use of ArcGIS Desktop Advanced (concurrent use or single use) license by CVTs shall be restricted to the County’s asset management system workflows. The CVTs eligible to use ArcGIS Desktop Advanced (concurrent use or single use) are: City of Farmington Hills, City of Auburn Hills, and City of Ferndale. Table A-3 ArcGIS Online Subscriptions Product Number of Subscriptions Named Users per Subscription Total Annual Credits ArcGIS Online Subscription 1 1,500 Viewers 800 Creators 250,000 RLA Page 4 of 4 February 12, 2021 APPENDIX B EA FEE SCHEDULE The Renewal Term EA Fee is $1,520,000. The EA Fee is in consideration of the EA Products, EA Maintenance, Esri User Conference registrations, and Advantage Program. Year 4 Year 5 Renewal Term EA Fee Payments $760,000 $760,000 $1,520,000 Number of Esri User Conference Registrations per Year 25 Number of Tier 1 Help Desk Callers That May Contact Esri for Tier 2 Support 4 Number of Sets of Backup Media, if Requested 2 Advantage Program (AP) 100 Technical Advisory Hours per Year 100 Learning and Services Credits per Year One-Day Planning Meeting (Annual) Technology Webcasts (Quarterly) Renewal Term of EA Two (2) Years from October 1, 2021 – September 30, 2023 Unit-Priced Items Licenses and Maintenance for Unit-Priced Items are available at the prices set forth below and are not included in the EA Fee. Pricing is valid for the Renewal Term for ArcGIS Online and ArcGIS Enterprise Named Users, and beginning on the date of last signature of this Amendment No. 3 through September 30, 2023 for Esri Redistricting Online. Unit-Priced Items will be licensed in accordance with the terms and conditions of the License and Services Agreement. Item License Price Service Credits ArcGIS Online Viewer Named Users (set of 100) $10,000 n/a ArcGIS Online Creator Named Users (set of 50) $13,750 25,000 ArcGIS Enterprise Creator Named Users (set of 50) $13,750 n/a Esri Redistricting Online * $4,500 n/a * Customer may license Esri Redistricting Online, subject to the terms of the Agreement, beginning on the date of last signature to this Amendment No. 3. Payment will be due in accordance with Section 9.1 Payment of the License and Services Agreement. AMENDMENT OF CONTRACT 008474 Page 1 Rev 2022/05/11 Information Technology WKP AMENDMENT OF CONTRACT 008474 AMENDMENT 04 AMENDMENT DATE: September 15, 2022 This AMENDMENT OF CONTRACT (hereafter this "Amendment") is made and entered into by and between the Contractor named and identified below, (hereafter “Contractor”) and the COUNTY OF OAKLAND (hereafter “County”) whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328. CONTRACTOR ADDRESS Environmental Systems Research Institute Inc 380 New York St Redlands CA 92373-8100 Vendor Number: 996 The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and Contractor hereby agrees to amend the current Contract as follows: 1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract between the parties will apply equally to and throughout the amendment. 2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Amendment except as otherwise expressly provided for in this Amendment. 3.0 Description of Change: 3.1 Due to conversion to Workday financial system, Oakland County is assigning a new contract number. The old contract number 005562 will be replaced by 008474. 3.2 Delete and replace Appendix A - Products and Deployment Schedule with the attached Appendix A - Products and Deployment Schedule, which will supersede and apply. 3.3 Delete and replace Appendix B - EA Fee Schedule with the attached Appendix B - EA Fee Schedule, which will supersede and apply. 3.4 The Not To Exceed Amount is increased by $20,000.00. AMENDMENT OF CONTRACT 008474 Page 2 Rev 2022/05/11 For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to the terms and conditions of the Contract and this Amendment. THE CONTRACTOR: SIGN / DATE: Environmental Systems Research Institute Inc THE COUNTY OF OAKLAND: SIGN / DATE: Scott N. Guzzy, CPPO, MBA, Purchasing Administrator CLA Timothy Brazeal (Sep 15, 2022 16:32 PDT) Scott N. Guzzy (Sep 16, 2022 05:54 EDT) AMENDMENT OF CONTRACT 008474 Page 3 Rev 2022/05/11 APPENDIX A PRODUCTS AND DEPLOYMENT SCHEDULE County may Deploy the EA Products up to the total quantity of licenses indicated below during the term of this EA. Table A-1 EA Products—Uncapped Quantities Product Total Qty. to Be Deployed ArcGIS Desktop: ArcGIS Desktop Advanced, Standard, and Basic (Single Use and Concurrent Use) Uncapped ArcGIS Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Data Reviewer, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Publisher, ArcGIS Schematics, ArcGIS Spatial Analyst, ArcGIS Tracking Analyst, and ArcGIS Workflow Manager (Single Use and Concurrent Use) Uncapped ArcGIS Enterprise: ArcGIS Enterprise and Workgroup (Advanced and Standard) Uncapped ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Spatial Analyst, and ArcGIS Workflow Manager Uncapped ArcGIS GIS Server: Advanced, Standard, and Basic Uncapped ArcGIS Enterprise Additional Capability Servers: ArcGIS Image Server and ArcGIS GeoEvent Server Uncapped ArcGIS Monitor Uncapped ArcGIS Engine (Single Use and Concurrent Use) Uncapped ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS Engine Geodatabase Update, ArcGIS Network Analyst, ArcGIS Schematics, and ArcGIS Spatial Analyst (Single Use and Concurrent Use) Uncapped ArcGIS Runtime Advanced Uncapped ArcGIS Runtime Extensions: ArcGIS 3D Analyst, ArcGIS Network Analyst, and ArcGIS Spatial Analyst (Single Use) Uncapped Mapping and Charting Solutions: Esri Production Mapping for Desktop (Single Use and Concurrent Use) Uncapped AMENDMENT OF CONTRACT 008474 Page 4 Rev 2022/05/11 Table A-2 EA Products—Capped Quantities Item Rolled-In Qty. (if applicable) Qty. to Be Deployed Total ArcGIS Data Interoperability Desktop Extension (Concurrent Use) 4 -- 4 Image Analyst Extension for use with ArcGIS Pro (Single Use) -- 5 5 ArcGIS City Engine Advanced (Concurrent Use) 2 -- 2 Business Analyst Desktop - US National Dataset (Concurrent Use) 3 -- 3 ArcGIS Data Interoperability Server Extension (four core) 1 -- 1 ArcGIS GeoAnalytics Server 2 -- 2 ArcGIS GeoAnalytics Staging Server 2 -- 2 ArcPad 14 -- 14 ArcGIS Business Analyst WebApp Online (Term) - 50 50 ArcGIS Community Analyst Web App Online (Term) - 50 50 ArcGIS Insights in ArcGIS Online (Term) - 10 10 ArcGIS Navigator for ArcGIS Online (Term) - 5 5 ArcGIS Drone2Map for ArcGIS Online (Term) - 1 1 ArcGIS Enterprise Creator User Types (Term) - 50 50 ArcGIS Parcel Fabric User Type Extension for ArcGIS Enterprise (Term) -- 15 15 ArcGIS Utility Network User Type Extension for ArcGIS Enterprise (Term) -- 20 20 ArcGIS Insights in ArcGIS Enterprise (Term) -- 10 10 ArcGIS Developer Professional Subscription -- 4 4 ArcGIS Indoors Maps for ArcGIS Enterprise Annual Subscription (Year 5) -- 1 1 ArcGIS Desktop Advanced (Concurrent Use or Single Use) for use by CVTs as noted below* -- 5 5 * License use for specific CVTs located within the County boundaries that are included in this Agreement. Use of ArcGIS Desktop Advanced (concurrent use or single use) license by CVTs shall be restricted to the County’s asset management system workflows. The CVTs eligible to use ArcGIS Desktop Advanced (concurrent use or single use) are: City of Farmington Hills, City of Auburn Hills, and City of Ferndale. Table A-3 ArcGIS Online Subscriptions Product Number of Subscriptions Named Users per Subscription Total Annual Credits ArcGIS Online Subscription 1 1,500 Viewers 800 Creators 250,000 AMENDMENT OF CONTRACT 008474 Page 5 Rev 2022/05/11 APPENDIX B EA FEE SCHEDULE The Renewal Term EA Fee is $1,540,000. The EA Fee is in consideration of the EA Products, EA Maintenance, Esri User Conference registrations, and Advantage Program. Year 4 Year 5 Renewal Term EA Fee Payments $760,000 $780,000 $1,540,000 Number of Esri User Conference Registrations per Year 25 Number of Tier 1 Help Desk Callers That May Contact Esri for Tier 2 Support 4 Number of Sets of Backup Media, if Requested 2 Advantage Program (AP) 100 Technical Advisory Hours per Year 100 Learning and Services Credits per Year One-Day Planning Meeting (Annual) Technology Webcasts (Quarterly) Renewal Term of EA Two (2) Years from October 1, 2021 – September 30, 2023 Unit-Priced Items Licenses and Maintenance for Unit-Priced Items are available at the prices set forth below and are not included in the EA Fee. Pricing is valid for the Renewal Term for ArcGIS Online and ArcGIS Enterprise Named Users, and beginning on July 20, 2021 (date of last signature of EA Amendment No. 3) through September 30, 2023 for Esri Redistricting Online. Unit-Priced Items will be licensed in accordance with the terms and conditions of the License and Services Agreement. Item License Price Service Credits ArcGIS Online Viewer Named Users (set of 100) $10,000 n/a ArcGIS Online Creator Named Users (set of 50) $13,750 25,000 ArcGIS Enterprise Creator Named Users (set of 50) $13,750 n/a Esri Redistricting Online * $4,500 n/a * Customer may license Esri Redistricting Online, subject to the terms of the Agreement, beginning on July 20, 2021 (date of last signature to EA Amendment No. 3). Payment will be due in accordance with Section 9.1 Payment of the License and Services Agreement. Amendment No. 5 Agreement No. 00270489.0 (contract 008474) (formerly 330721) Apttus No. 00270489.2 Page 1 of 1 11/11/2020 v1 SM This Amendment No. 5 is entered into by and between County of Oakland, Michigan (hereinafter referred to as “County”) and Environmental Systems Research Institute, Inc. (hereinafter referred to as “Esri”). WHEREAS, Esri and the County entered into an Enterprise Agreement with an effective date of October 1, 2018 (hereinafter “Agreement”); and WHEREAS, the parties desire to amend the Agreement to update Appendix B (EA Fee Schedule); NOW THEREFORE, the parties agree to the following: 1. Esri shall add one hundred (100) additional Learning and Service Credits to the year 5 Advantage Program in Appendix B (EA FEE Schedule) of the Agreement for the price of $65,200.00. Except as otherwise provided herein, such Learning and Service Credits shall be used in accordance with the Advantage Program terms and conditions contained in the Agreement. 2. Upon the end of the Agreement term, if the County does not renew this Advantage Program, CLEMIS shall have the option to purchase its own standalone Advantage Program and any remaining credits from the additional 100 being purchased under this Addendum may be transferred to the new CLEMIS Agreement for use as if they were a standard renewal and those credits shall be subject to the termination and expiration terms of the CLEMIS Advantage Program Agreement. “CLEMIS” means the Oakland County Courts and Law Enforcement Management Information Systems Division of the County of Oakland, Michigan. 3. If, upon the end of the Agreement term the County does renew its Advantage Program, either through an Enterprise Agreement or as a standalone agreement, the County may either keep the remaining credits in accordance with the standard Advantage Program expiration timeframe or may transfer them to CLEMIS for use as stated in Section 2 above. 4. For purposes of clarification, any unused Learning and Services Credits may be applied toward any Professional Services, Training, PSS (Premium Support Services), or related travel expenses that are scheduled as of the termination or expiration date of each annual subscription within this Agreement (including any renewals of the Agreement), provided that the Learning and Services Credits are used within 3 months after the termination or expiration date or, if renewed, within 2 years from the annual subscription purchase/renewal date or termination of this Agreement, whichever comes first. 5. Add $65,200.00 to the Contract Not to Exceed (NTE) amount. Except as may be specifically modified herein, all other terms and conditions of the Agreement and any Amendment(s) or Addendum(s) remain the same. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 5 as of the date of the last party to sign below. Apttus No. 00270489.1 Page 3 of 3 8/1/2019 v1 CS ACCEPTED AND AGREED: ENVIRONMENTAL SYSTEMS COUNTY OF OAKLAND, MICHIGAN RESEARCH INSTITUTE, INC. (County) (Esri) By: ExternalSignature1 By: InternalSignature1 Authorized Signature Authorized Signature Printed Name: ExternalName1 Printed Name: InternalName1 Title: ExternalTitle1 Title: InternalTitle1 Date: ExternalDate1 Date: InternalDate1 Stacy McEwan (Apr 18, 2023 14:27 MDT) Stacy McEwan Stacy McEwan Deputy Department Manager Apr 18, 2023 Scott Guzzy (Apr 18, 2023 16:58 EDT) Purchasing2223 Scott Guzzy Apr 18, 2023 Amendment No. 6 Agreement No. 00270489.0 County Contract No. 005562 Page 1 of 11 2 May 2023 v5 CS This Amendment No. 6 is entered into by and between County of Oakland, Michigan (hereinafter referred to as “County”) and Environmental Systems Research Institute, Inc. (hereinafter referred to as “Esri”) and is effective on October 1, 2023. WHEREAS, Esri and the County entered into an Enterprise Agreement with an effective date of October 1, 2018 (hereinafter “Agreement” or “EA”); and WHEREAS, the parties desire to amend the Agreement to extend the term for an additional three (3) years and update applicable language and appendices. NOW THEREFORE, the parties agree to the following: 1. The term of the EA is extended an additional three (3) years from October 1, 2023 through September 30, 2026, unless terminated earlier in accordance with Article 7 – Term, Termination, and Expiration (“Second Renewal Term”). 2. Delete and replace Appendix A Products and Deployment Schedule with the attached Appendix A Products and Deployment Schedule, which will supersede and apply during the Second Renewal Term. 3. Delete and replace Appendix B EA Fee Schedule with the attached Appendix B EA Fee Schedule, which will supersede and apply during the Second Renewal Term. 4. Delete Appendix H, CVT Acknowledgement Statement (ArcGIS Desktop Advanced) in its entirety. 5. Delete and replace the Esri Standard Maintenance Program with the attached Esri Standard Maintenance Program (J10044), which will supersede and apply during the Second Renewal Term. 6. The Not To Exceed Amount is increased by $2,490,000, making the Not To Exceed Amount a total of $6,240,700. Enterprise License Terms and Conditions 1.Delete and replace the definition of “EA Maintenance” in Article 1–Definitions with the following: “EA Maintenance" means Tier 2 Support, updates, and patches provided by Esri for EA Products and Rolled- In Software. 2. Add the following to Article 1–Definitions: “Rolled-In Software” means Products (excluding Term licenses or subscriptions) of the same type as EA Products that Customer acquired for use prior to the Effective Date, that are current on paid maintenance (as shown in Esri's customer service records), and that receive EA Maintenance during the term of the EA. If this EA is extended or renewed, Rolled-In Software shall include EA Products Deployed prior to the then-current renewal period. “Unit-Priced Items” means separately orderable Products or maintenance that is available subject to a per-unit license fee, subscription fee, or maintenance fee. 3.Section 2.1 Grant of License: modify to add the following, “Unit-Priced Items, if acquired, and Rolled-In Software will be licensed in accordance with the Master Agreement.” 4.Delete section 2.2 CVT and replace with the following: Page 2 of 11 2 May 2023 v5 CS “CVTs shall be limited to the use of ArcGIS Online only and are prohibited under this Agreement from using EA Products listed in Tables A-1 and A-2 in Appendix A of this Agreement. Additionally: a. Amendments to this Agreement relating to the use of ArcGIS Online signed by the County and Esri shall be binding on the CVTs that have signed the CVT Acknowledgement Statement allowing such action. b. Before initial use of ArcGIS Online by a CVT, the CVT must sign a copy of Appendix G (ArcGIS Online),which will be delivered to Esri by County.” c. During the EA term, CVTs who have Deployed ArcGIS Online will receive access to Self-Paced E Learning related to ArcGIS Online. Each CVT must have an Esri account; have a broadband Internet connection; currently Deploy ArcGIS Online; and be listed in Appendix F. 5.Add a new section 4.2 Maintenance for Unit-Priced Items as follows: “4.2 Maintenance for Unit-Priced Items. Annual maintenance fees for Unit-Priced Items are not included in the EA Fee, and if ordered, additional fees will apply.” 6.Section 5.1.c.(3): modify to add the following, “For Unit-Priced Items, the name of the product and quantity.” 7.Section 7.2 Termination for Material Breach: modify to add the following, “Licensee may continue to use Rolled-In Software, provided Licensee complies with the terms and conditions of the License Agreement. Further, Esri agrees that Licensee is not required to pay a maintenance reinstatement fee for lapsed maintenance for Rolled-In Software if Licensee orders maintenance at time of EA termination.” 8.Delete section 7.4 License Term and Use upon Expiration of EA Term and replace with the following: “Upon full payment of EA Fee and expiration of this EA, regardless of whether the Parties enter into a new EA, the License Agreement will survive, and Licensee may continue to use the Deployed EA Products included in the final Deployment Report and Rolled-In Software in accordance with the terms and conditions set forth in the License Agreement, and its amendments, if any. Licensee shall notify Esri of the quantity and type of licenses for which Licensee elects to purchase standard maintenance. If maintenance is not ordered for Rolled-In Software or EA Products upon expiration of the EA, maintenance lapses. If, at a later date, Licensee decides to reinstate maintenance, Licensee must pay back maintenance from the date of the EA expiration. Customer may only purchase standard maintenance or reinstate maintenance on licenses that were included in the final Deployment Report. County shall not Deploy additional copies of the EA Products beyond the quantities in use upon termination or as of the date of expiration.” License and Services Agreement No. 330812 1. Delete section 2.2.a.6. and replace with the following: “Governmental or not-for-profit organizations that operate a website or offer Internet services may use server Software for revenue-generating purposes on a cost- recovery basis and not for profit.” 2.Add a new subsection e. in section 4.2 Permitted Uses as follows: “e. Licensee may make any internal use of geocoded results from Esri Offerings that are obtained and stored in compliance with this License Agreement. Licensee may not redistribute geocoded results from the Esri Offerings except to (i) use and/or display on a map in connection with Licensee's public, non-revenue generating website(s), (ii) permit access to third-parties for the purposes of Licensee’s government functions, or (iii) deliver to third parties, on a noncommercial/non-revenue generating basis, static results, static output or static base map renderings. For the purpose of clarity, this section 4.2.e. is not placing restrictions on Licensee’s internal business use or government use including fulfilling a third party request on a cost-recovery basis of geocoded results from Licensee’s data. 3. Delete subsection g. Esri MapStudio Data in Section 4.3 Use Restrictions in its entirety. 4. In subsection c.1. of Section 6.9 Payment; Invoices and Section 9.7 Travel and Per Diem Expenses, delete “General Services Administration (GSA) website at http://gsa.gov” and replace with “Defense Travel website at https://www.defensetravel.dod.mil/site/perdiemCalc.cfm” Page 3 of 11 2 May 2023 v5 CS 5.Section 8.0 TRAINING: to reflect naming convention changes, all references to “Licensee-Supplied Training Data” shall be read as “Customer-Supplied Training Data” and all references to “Esri Training Event Assistant” shall be read as “Esri Training Representative.” 6.Section 8.0 TRAINING: add a new section 8.7 as follows, 8.7 Esri E-Learning in the Customer's Learning Management System a.Definitions. •"Esri Academy LMS Integration Subscription" means an optional term-limited subscription to Esri Academy enabling a specific number of unique Customer student(s) access to Self- Paced E-Learning through the customer's Learning Management System. •"Esri E-Learning Content (SCORM Format) License" means an optional term-limited license that provides Esri customers with Esri's e-learning content in SCORM (Shareable Content Object Reference Model) format to import into their Learning Management System. •"Learning Management System" or "LMS" shall mean third-party software acquired separately by Customer that allows Customer to consume E-Learning Content (SCORM Format) for the purpose of re-serving it to the Customer's internal employees. b.Esri E-Learning Content (SCORM format) License, specific terms of use incorporated by reference are found at https://www.esri.com/content/dam/esrisites/en-us/media/legal/scorm-lms/scorm-terms-and- conditions.pdf c.Esri Academy LMS Integration Subscription, specific terms of use incorporated by reference are found at https://www.esri.com/content/dam/esrisites/en-us/media/legal/scorm-lms/lms-terms-and-conditions.pdf 7.Section 9.0 ADVANTAGE PROGRAM: due to a program name change, (i) all references to “Technical Advisor” shall be read as “Advisor”; (ii) the definitions of “BPAP” and “EEAP” in Section 9.1 Definitions are deleted in their entirety; (iii) all references to “BPAP” and “EEAP” shall be read as “Advantage Program”; and (iv) the definition of “Advantage Program” in Section 9.1 Definition is replaced with the following: ““Advantage Program” means either Advantage Program, as described at www.esri.com/services/eeap/components, or the Advantage Program for Partners, as described at www.esri.com/partners/bpap/components.” 8.Section 9.2 Advantage Program Description: due to programmatic changes, all references to “Annual Account Planning Session” shall be read as “Annual Planning Meeting,” and all references to “Quarterly Technology Webcast” shall be read as “technology webcast.” 9.Section 9.2 Advantage Program Description: the first sentence of is deleted and replaced with the following, “The Advantage Program is provided on an order-by-order, annual subscription basis and provides strategy and planning support in addition to a menu of items including Professional Services, Training, and PSS offerings that provides Licensee with the flexibility to select the offerings that best meet its needs with guidance from Advisor.” 10.Section 10.6 Background Checks: modify the first sentence to read as follows, “At the County’s request, Esri Personnel performing Professional Services or who come onto County premises or property to perform any Services under this Agreement shall be subject to a background check by the County.” 11.Attachment A: Delete the definition of “Commercial ASP Use” in its entirety. 12. Add a new subsection l. in Attachment B, ARTICLE 1–GENERAL USE RESTRICTIONS as follows, “Generate revenue by providing access to Software or Online Services through a Value-Added Application.” 13.Delete section 7.3 Export Compliance (in Attachment B) and replace with the following: “Each party will comply with all applicable export and trade sanctions laws and regulations, including the US Department of Commerce's Export Administration Regulations (EAR), the US Department of State's International Traffic in Arms Regulations (ITAR), the US Department of Treasury, Office of Foreign Assets Control (OFAC) Regulations, and other applicable export laws. Licensee will not export, reexport, transfer, release, or otherwise dispose of, in whole or in part, or permit access to or transfer or use of Services or Esri Offerings to any United States embargoed countries currently including Iran, Syria, North Korea, Cuba, Crimea region of Ukraine, the Donetsk People's Republic (DNR) and Luhansk People's Republic (LNR), or denied entities or persons except in accordance with all then-current applicable US government export laws Page 4 of 11 2 May 2023 v5 CS and regulations. Licensee will not export, reexport, transfer, or use Services or Esri Offerings for certain missile, nuclear, chemical, or biological activities or end uses without proper authorization from the US government. Licensee shall immediately notify Esri in writing if any US government entity or agency denies, suspends, or revokes Licensee's export privileges. Licensee will not upload, store, or process in Cloud Services any Licensee Content that (i) has an Export Control Classification Number (ECCN) other than EAR99 or (ii) is controlled for export from the United States under ITAR. Licensee will notify Esri in advance if Esri's performance of any Services or provision of any Esri Offerings is related to any defense article, defense service, or technical data, as defined under the ITAR Sections 120.31, 120.32, and 120.33, respectively; Esri will not perform any such Services or provide any such Esri Offerings until Esri obtains any necessary export license from the US government. Licensee will reasonably assist Esri in applying for and obtaining an export license if needed.” Except as may be specifically modified herein, all other terms and conditions of the Agreement and any Amendment(s) or Addendum(s) remain the same. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 5 as of the date of the last party to sign below. ACCEPTED AND AGREED: ENVIRONMENTAL SYSTEMS COUNTY OF OAKLAND, MICHIGAN RESEARCH INSTITUTE, INC. (County) (Esri) By: ExternalSignature1 By: InternalSignature1 Authorized Signature Authorized Signature Printed Name: ExternalName1 Printed Name: InternalName1 Title: ExternalTitle1 Title: InternalTitle1 Date: ExternalDate1 Date: InternalDate1 Page 5 of 11 2 May 2023 v5 CS APPENDIX A PRODUCTS AND DEPLOYMENT SCHEDULE County may Deploy the EA Products up to the total quantity of licenses indicated below during the term of this EA. Table A-1 EA Products—Uncapped Quantities Product Total Qty. to Be Deployed ArcGIS Desktop: Advanced, Standard, Basic (Single Use and Concurrent Use)Uncapped ArcGIS Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Data Reviewer, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Publisher, ArcGIS Schematics, ArcGIS Spatial Analyst, ArcGIS Tracking Analyst, and ArcGIS Workflow Manager (Single Use and Concurrent Use)Uncapped ArcGIS Enterprise: Enterprise (Advanced and Standard)Uncapped ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Spatial Analyst, and ArcGIS Workflow Manager Uncapped ArcGIS GIS Server: Advanced, Standard, Basic Uncapped ArcGIS Enterprise Additional Capability Servers: ArcGIS Image Server Uncapped ArcGIS Monitor ArcGIS Engine: (Single Use and Concurrent Use)Uncapped ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS Engine Geodatabase Update, ArcGIS Network Analyst, ArcGIS Schematics, and ArcGIS Spatial Analyst (Single Use and Concurrent Use)Uncapped ArcGIS Runtime Advanced Uncapped ArcGIS Runtime Analysis Extension Uncapped Mapping and Charting Solutions: Esri Production Mapping for Desktop (Single Use and Concurrent Use)Uncapped Page 6 of 11 2 May 2023 v5 CS Table A-2 EA Products—Capped Quantities Item Rolled-In Qty. (if applicable) Qty. to Be Deployed Total ArcGIS Enterprise Creator User Types (Term)--50 50 ArcGIS Parcel Fabric User Type Extension for ArcGIS Enterprise (Term) --20 20 ArcGIS Utility Network User Type Extension for ArcGIS Enterprise (Term) --30 30 ArcGIS Insights in ArcGIS Enterprise (Term)--10 10 ArcGIS Developer Professional Subscription (Term) --4 4 ArcGIS Indoors Maps for ArcGIS Enterprise (Term)--1 1 ArcGIS Data Interoperability Desktop Extension (Concurrent Use) 4 --4 Image Analyst Extension for use with ArcGIS Pro (Single Use) 5 --5 ArcGIS CityEngine (Concurrent Use)2 --2 Business Analyst Desktop - US National Dataset (Concurrent Use) 3 --3 ArcGIS Data Interoperability Enterprise Extension 1 --1 ArcGIS GeoAnalytics Server 2 --2 ArcGIS GeoAnalytics Staging Server 2 --2 ArcGIS Business Analyst Web App Online (Term)--50 50 ArcGIS Community Analyst Web App Online (Term) --50 50 ArcGIS Insights in ArcGIS Online (Term)--10 10 ArcGIS Navigator for ArcGIS Online (Term)--5 5 ArcGIS Drone2Map Standard for ArcGIS Online --1 1 Table A-3 ArcGIS Online Subscription Product Number of Subscriptions Total Named Users Total Annual Credits ArcGIS Online Subscription 1 1000 Creator 1500 Viewer 400,000 Page 7 of 11 2 May 2023 v5 CS APPENDIX B EA FEE SCHEDULE The EA Fee for the Second Renewal Term is $2,490,000. The EA Fee is in consideration of the EA Products, EA Maintenance, Esri User Conference registrations, and Advantage Program. Year 1 Year 2 Year 3 EA Fee Payments $780,000 $855,000 $855,000 $2,490,000 Years 1, 2, and 3 will be invoiced annually, on October 1 and due within 30 days of receipt of invoice. Number of Esri User Conference Registrations per Year 25 Number of Tier 1 Help Desk Callers That May Contact Esri for Tier 2 Support 5 Number of Sets of Backup Media, if Requested 2 Second Renewal Term of EA Three (3) Years from October 1 2023 – September 30 2026 Advantage Program (AP) * 100 Technical Advisor Hours per Year * 100 Learning and Services Credits per Year * 1-Day Planning Session (Annual) * Technology Webcasts (Quarterly) Unit-Priced Items Licenses and Maintenance for Unit-Priced Items are available at the prices set forth below and are not included in the EA Fee. Pricing is valid for the Second Renewal Term for ArcGIS Online and ArcGIS Enterprise Named Users, and Esri Redistricting Online. Unit-Priced Items will be licensed in accordance with the terms and conditions of the License Agreement. Item*License Price*Service Credits ArcGIS Online Viewer Named Users (set of 100)$11,000 N/A ArcGIS Online Creator Named Users (set of 100)$55,000 50,000 ArcGIS Enterprise Creator Named Users (set of 10)$5,500 N/A ArcGIS Enterprise Creator Named Users (set of 25)$13,750 N/A ArcGIS Enterprise Creator Named Users (set of 50)$27,500 N/A Esri Redistricting Online $4,950 N/A * Esri gives permission to County to maintain Unit-Priced Item prices, fees, and discounts on County's intranet, subject to password protection accessible to Licensee, to support potential procurements. Page 8 of 11 2 May 2023 v5 CS Esri Maintenance and Support Program This Esri Maintenance and Support Program document describes Esri's commitment to support a US customer's use of Esri's unmodified Qualifying Products by providing some or all of the following maintenance benefits: technical support, new version software, hot fixes, patches, software updates, Self-Paced E-Learning, beta programs, and/or Esri User Conference registration ("Maintenance"). Maintenance benefits may vary by product, license type, subscription, or program, and in accordance with the Esri Product Life Cycle Support Policy found at https://downloads2.esri.com/support/TechArticles/Product-Life-Cycle.pdf. For Maintenance details, contact Esri Customer Service or visit Esri's product qualification web page at https://www.esri.com/software/maintenance/benefits. In addition to Maintenance, customers in the United States of America may purchase one or more of the following programs ("Support Program[s]"), which enhance the benefits of Maintenance: a.Premium Support Services ("PSS") b.Special Events Premium Support Services ("SEPSS") c.North America Regulated Industries Support ("NORUS") d.After Hours Support e.ArcGIS Platform Technical Support f.Enablement Support Services Contact Esri for further details regarding the Support Programs. Esri reserves the right to change the Esri Maintenance and Support Program at any time and, if reasonable under the circumstances, Esri will provide thirty (30) days' advance written notice of any material alterations. Any material alterations will become effective upon renewal. ARTICLE 1—DEFINITIONS The terms used are defined as follows: a."Authorized Caller(s)" means the Customer-designated individual who may contact Esri to request technical support (e.g., to report technical issues or request product assistance). b."Case(s)" means the Esri record that contains technical notes and documentation of all related interactions between Customer and Esri Support Services for a given technical issue. Depending on how the request was initiated, Esri will provide phone, email, or chat confirmation of the Case creation. The Case will be given a unique identification number for reference and tracking. c."Customer" means Licensee or Customer as defined in the Master Agreement or Customer's signed Agreement with Esri. d."Customer Number" means a unique number created by Esri to identify each Customer office or site, which is included on Esri invoices. e."Esri Support Services" means Esri support team. f."Hot Fix(es)" means a single fix in one of the specific functional areas that is critical to Customer (e.g., Customer's production has stopped). Esri will send the Hot Fix to Customer as soon as Esri completes a technical feasibility assessment. With the Hot Fix, Esri will deliver documentation that will clearly identify the technical problems addressed and any limitations. Esri will conduct limited testing on Hot Fixes before providing them to Customer. Esri will incorporate Hot Fixes into subsequent Software Updates. Hot Fixes do not provide new functionality. Hot Fixes will only function with the associated Esri product type and release. g.“LAC” means licensees authorized contact(s). h."Patch(es)" means a single fix (see Hot Fix[es]) or a set of related fixes that are in a specific functional area of the Esri product and will apply to multiple Esri customers. Once a Patch is released, it will be incorporated into a subsequent Software Update. Esri conducts limited testing on Patches before providing them to customers. Patches do not provide new functionality. Patches will only function with the associated Esri product type and release. i."Premium LAC" means up to two (2) individuals designated by Customer as its authorized caller(s) to report a PSS Case and work directly with the TAM. j."PSS Case(s)" means a Case that is opened as or elevated to PSS and/or SEPSS via Customer request or technical support's elevation process. k."Qualifying Product(s)" means Esri's unmodified products or products that were modified by Esri or under Esri's direction and are eligible for some or all of the Maintenance benefits for qualifying products licensed to Customer subject to the terms and conditions of the Master Agreement or Customer's signed Agreement with Esri. l."Self-Paced E-Learning" means a collection of self-paced learning resources for applicable Esri products accessible from the Esri Training website. m."Software Updates" means a collection of files that enhance or correct a Qualifying Product and that will be available for Customer to download during the Maintenance term. Page 9 of 11 2 May 2023 v5 CS n."TAM" means the technical account manager who will be the primary point of contact for the coordination and escalation of PSS Cases. ARTICLE 2—PAYMENT, RENEWAL, REINSTATEMENT, AND EXPIRATION 2.1 Payment. Esri will automatically provide Maintenance for the first twelve (12) consecutive months from the licensed date of Qualifying Products. All Maintenance and any Support Program(s) may be purchased in advance, with payment terms of net thirty (30) days, unless otherwise agreed to in another agreement between Customer and Esri. Customer may issue a purchase order for its initial Support Program order at any time during a Maintenance term. 2.2 Renewals. Esri will issue a quote ninety (90) days before the expiration date ("Renewal Quote"). The Renewal Quote will be sent via email and provide Customer with a breakdown of the Qualifying Products licensed and Support Program(s) due to expire and the associated fees to renew. If Customer has acquired multiple Qualifying Products and/or Support Programs throughout the course of a year, Esri will provide a single Renewal Quote with prorated fees and a common renewal term for all Qualifying Products and Support Program(s). The common renewal term will start on the earliest of the Qualifying Products renewal dates. 2.3 Reinstatement Fee for Past-Due Renewals. Esri will reinstate Maintenance and Support Program(s), if applicable, if Customer initiates an order no later than thirty (30) days after the expiration date. At Esri's discretion, Esri may continue to provide Maintenance and support during this period. If Customer does not renew Maintenance prior to the expiration date but at a later date wants to reinstate Maintenance, fees to reinstate Maintenance include the then-current Maintenance Fee and will include additional fees that Customer would have paid since the expiration date. 2.4 Term Expiration. It is Customer's responsibility to renew Maintenance and/or Support Programs to receive benefits. If Esri does not receive a purchase order or payment for any Maintenance or Support Program renewal prior to the expiration date, then Esri will notify Customer that the term has expired and Customer will no longer receive benefits. ARTICLE 3—ESRI USER CONFERENCE REGISTRATION; SELF-PACED E-LEARNING 3.1 Esri User Conference Registration. During the Maintenance term, licenses for Qualifying Products may include registrations to attend the Esri User Conference. Unless otherwise agreed to in writing by Esri and Customer, Customer's eligibility will be dependent on the license type(s) and quantity of Qualifying Products. Customer may purchase additional registrations. Customer must submit a registration form for each individual attending the conference. Esri User Conference registrations are assigned in the order received and are nontransferable. 3.2 Self-Paced E-Learning. During the Maintenance term, Customer will receive access to Self-Paced E-Learning. Each individual must have an Esri account; have a broadband Internet connection; and be an employee, agent, consultant, contractor of Customer. For education accounts, individuals may include registered students. ARTICLE 4—TECHNICAL SUPPORT 4.1 Scope of Technical Support. During the Maintenance term, Qualifying Products will receive the level of technical support corresponding to the respective life cycle phase. Information on the Qualifying Product life cycle phase and the ArcGIS Product Life Cycle Support Policy can be found at https://support.esri.com/en/content/productlifecycles. Esri does not provide technical support for (a) customization of solutions, templates, or tools; (b) patches received outside of a life cycle; or (c) third-party software, hardware, technology, or similar peripherals that are not provided by Esri. However, Esri does answer questions about how to interface Esri products with supported devices. Further details on the scope of technical support is found at https://support.esri.com/en/supportscope. 4.2 Authorized Callers. Customer may designate a limited number of Authorized Callers per Qualifying Product. Customer may replace Authorized Callers at any time through the My Esri site. 4.3 Submitting a Case. For Qualifying Products, Authorized Caller may contact Esri as many times as needed. All requests for technical support must contain detailed information about the technical issue. Authorized Caller must be prepared to provide as much of the following information as possible: ▪The Esri Customer Number ▪The Esri Global ID ▪The phone number and email address where Authorized Caller can be reached ▪A description of what Customer was doing when the problem occurred and steps to reproduce the issue ▪The version of the software and operating system in use ▪The exact wording of any error messages that appear on the screen ▪The database in use, if applicable ▪The Online Services, tools, and/or APIs in use, if applicable Page 10 of 11 2 May 2023 v5 CS 4.4 Telephone, Chat, and Web Form. If Customer needs help with a technical issue, an Authorized Caller may contact Esri by phone, chat, or web form. a.By Telephone. The Authorized Caller will be connected to a technical support analyst who will create a Case and be dedicated to work on the technical issue. If a technical support analyst is unavailable, the Authorized Caller may create a Case, which will be placed in a dispatch queue for the next available technical support analyst. b.By Chat. To initiate a chat consultation, the Authorized Caller must click the Chat with an Analyst button at https://support.esri.com/en/webform-chat. Chat-based requests can only be made during Esri Support Services operating hours, listed in Article 11 below. The Authorized Caller must create a Case and will be connected to a technical support analyst. If a technical support analyst is unavailable, the Authorized Caller can opt to receive an email notification when the next technical support analyst is available. c.By Web Form. The Authorized Caller may request technical support by completing an online web form available at My Esri. Requests made through this channel are received twenty-four (24) hours a day, seven (7) days a week, but are logged and assigned to a technical support analyst the next business day. Esri will respond on a first come, first served basis. All Cases reported by web form are given the same priority and level of attention as those reported by telephone. d.By Esri Support App. The Authorized Caller may create and manage Cases either by telephone or web form using the mobile app. The Esri Support Mobile app is available on Android and iOS devices. 4.5 Technical Support Website. Esri has created a self-help support website for customers to view technical articles, updated product documentation, blogs, links to forums, and technology announcements. Additionally, Authorized Callers may connect to My Esri to submit technical issues, chat with technical specialists, and track technical support Cases. The Esri Support website can be found at https://support.esri.com. 4.6 Standard Technical Support Response Time. Esri will respond to a technical support request during Esri Support Services operating hours. Esri will make commercially reasonable efforts to respond according to the severity level of the technical issue as shown in the table below. An Authorized Caller may request that the technical support analyst change a technical issue severity level, but requests for critical and high-severity levels must be made via telephone. Severity Criteria Response Time Critical ▪Causes a severe impact to business operations (e.g., critical business processes are disabled) ▪No workaround available Six (6) business hours High ▪Causes a noncritical impact to business operations (e.g., significant degradation of quality or handling of data) ▪No stable workaround available Eight (8) business hours Medium ▪Causes a minor impact to business operations Two (2) business days Routine ▪Causes little or no impact to business operations Three (3) business days 4.7 Resolution Time. After the Case is logged, Esri will use commercially reasonable efforts to provide corrections to a technical issue or supply a workaround. While it is Esri's goal to provide an acceptable resolution to technical issues, Esri cannot guarantee that all technical issues can be fixed or resolved. ARTICLE 5—PREMIUM SUPPORT SERVICES AND SPECIAL EVENTS PREMIUM SUPPORT SERVICES (US CUSTOMERS ONLY) Customers current on Maintenance may purchase PSS or SEPSS. Upon payment for PSS or SEPSS, Customer will receive all benefits described in Article 4 above and additionally receive (i) access to a designated TAM; (ii) the ability for the Premium LAC to convert a Case into a PSS/SEPSS Case at any time; (iii) priority Case management; (iv) the ability to request support Cases twenty-four (24) hours a day, three hundred sixty-five (365) days a year; and (v) additional enhanced support and services. 5.1 Technical Account Manager. Esri will assign a TAM to Customer to work directly with the Premium LAC to oversee open Cases. a.TAM will endeavor to (i) conduct quarterly reviews with Customer to align on support goals and objectives; (ii) become familiar with Customer's geographic information system (GIS) software architecture and infrastructure; (iii) verify that all open PSS/SEPSS Cases are prioritized above Cases opened under Maintenance; (iv) coordinate and facilitate priority technical support issues between the Customer and Esri technical teams, and provide escalation management, as needed; (v) identify potential areas of concern, before they arise, to improve Customer's overall operational excellence and stability; and (vi) make reasonable efforts to be available from 5:00 a.m. to 5:00 p.m. (Pacific time), Monday through Friday, except on Esri holidays. b.Esri may replace TAM with another technical account manager of similar skill and background, by written notice to Customer. c.All communications will be conducted in the English language unless by written agreement of both parties. 5.2 Priority Case Management. Cases submitted via telephone and web form may be converted to a PSS/SEPSS Case by the Premium LAC and will be given priority handling. Page 11 of 11 2 May 2023 v5 CS 5.3 Case Response Time. In addition to the response times outlined in Article 4.6, Esri will make commercially reasonable efforts to call or send an email response within one (1) business hour of receipt of a new PSS/SEPSS Case, regardless of its severity level. Esri will provide a status report every business day until closure of the PSS/ SEPSS Case. ARTICLE 6—NORTH AMERICA REGULATED INDUSTRIES SUPPORT (US CUSTOMERS ONLY) Customers current on Maintenance may purchase NORUS on an annual basis. Upon payment for NORUS, Customer will receive technical support from technical support analysts who are confirmed US citizens located in the US. Support Cases and Customer data created or collected under the NORUS program are secured within a restricted case management system within Esri Support Services. To assist Customer with data security or regulatory compliance requirements, access is limited to NORUS technical support analysts and those with US Department of Defense (DoD)-level security clearances, when applicable. Staff are located in facilities designed to provide physical, informational, and operational security. ARTICLE 7—AFTER HOURS SUPPORT (US CUSTOMERS ONLY) Customers current on Maintenance may purchase After Hours Support on an annual basis. Upon payment for After Hours Support, Customer will receive all benefits described in Article 4 above and the ability to request a support Case twenty-four (24) hours a day, three hundred sixty-five (365) days a year. Esri will make commercially reasonable efforts to call or send an email response within one (1) business hour of receipt of a new Case, regardless of its severity level. ARTICLE 8—ARCGIS PLATFORM TECHNICAL SUPPORT Customers with a current ArcGIS Developer Subscription may purchase ArcGIS Platform Technical Support on an annual basis. Upon payment for ArcGIS Platform Technical Support, Customer will receive all benefits described in Article 4 above and may purchase Support Programs as described in Articles 5, 6 and 7 above. ARTICLE 9—ENABLEMENT SUPPORT SERVICES (US CUSTOMERS ONLY) Enablement Support Services ("ESS") is an annual subscription that builds upon the Maintenance and Support Program. Qualified Customers current on Maintenance may purchase ESS. ESS includes the following four types of activities ("Enablement Activities") for Esri Qualifying Products as documented in the ESS proposal: (i) Installation Support; (ii) Configuration Support; (iii) Enterprise Integration; and (iv) Operations and Administration support. Enablement Activities will be periodically scheduled by Esri and Customer by their respective points of contact. ESS also includes an annual performance review, ongoing technical exchanges throughout the subscription term and monthly reporting. ARTICLE 10—CONFIDENTIALITY All data, conversations, and Cases are confidential in nature. Esri will treat all Cases as confidential, using the same degree of care, but no less than reasonable care, as Esri uses to protect its own confidential information of a similar nature. After ninety (90) days of closing a Case, Esri will delete or destroy all Customer digital data provided to triage the Case, unless otherwise requested by Customer in writing. This obligation to delete or destroy excludes information retained in backup media or other archival records maintained in the ordinary course of business by Esri. ARTICLE 11—CONTACTING ESRI Esri Support Services https://www.esri.com/contactus Web: https://support.esri.com Tel.: 909-793-3774 Toll-Free Phone: 888-377-4575, extension 2 Support Web Form: https://support.esri.com/en/webform My Esri: https://my.esri.com Chat: https://support.esri.com/en/webform-chat Esri Corporate Offices Tel.: 909-793-2853 Fax: 909-793-5953 Email: info@esri.com Esri Customer Service Tel.: 888-377-4575, extension 5 Email: service@esri.com Web: https://service.esri.com Operating Hours: 5:00 a.m. to 5:00 p.m. (Pacific time), Monday through Friday, except Esri holidays. OAKLAND COUNTY COMPLIANCE OFFICE – PURCHASING CONTRACT NUMBER Page 1 Rev 05/10/2018 V2 OAKLAND COUNTY EXECUTIVE, L. BROOKS PATTERSON COMPLIANCE OFFICE PURCHASING Compliance Office | Purchasing 248-858-0511 | purchasing@oakgov.com Buyer: RLB CONTRACT NUMBER:005562 Event # NPC525 CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR The Parties acknowledge that they have read and understand this EA and agree to be bound by the terms and conditions contained herein. This EA constitutes the sole and entire agreement of the Parties as to the subject matter set forth herein and supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the Parties relating to such subject matter. Any modifications or amendments to this EA must be in writing and signed by an authorized representative of each Party. FOR THE CONTRACTOR: SIGN: FOR THE COUNTY: SIGN: SIGN: Contract Administrator Pamela L. Weipert, CPA, CIA, Compliance Officer or Scott N. Guzzy, CPPO, MBA, Purchasing Administrator Not To Exceed Amount: $2,055,000.00 Effective Date: 10/1/2018 Expiration Date:9/30/2021 Contract Description: GIS Implementations Tools - P Contractor Information: Contract Administrator: Environmental Systems Research Institute 380 New York Street Redlands, CA 92373-8100 Vendor No: 996 Compliance Office Purchasing Information: Contract Administrator and Using Department: Richard Brower OAKLAND COUNTY 2100 Pontiac Lake Rd., Bldg. 41W Waterford, MI 48328-0462 248-858-0511 purchasing@oakgov.com Michael Timm Director Information Technology 1200 N Telegraph Rd Bldg 49W Pontiac, MI 48341 248-858-0857 timmmr@oakgov.com aec Scott N. Guzzy (Nov 26, 2018) Scott N. Guzzy Michael R Timm (Nov 26, 2018) Michael R Timm Timothy Brazeal (Nov 27, 2018) Enterprise Agreement E512G Page 1 of 64 April 4, 2017 11/20/2018 CS Enterprise Agreement No. 330721 This Enterprise Agreement, including the documents listed below ("EA"), is between County of Oakland, Michigan ("County"), a Municipal and Constitutional Corporation, with its main offices located at 1200 North Telegraph, Pontiac, MI 48341-042, and Environmental Systems Research Institute, Inc. ("Esri"), with an Effective Date of October 1, 2018. This EA provides for the licensing and Deployment of certain Esri Software, EA Products, delivery of EA Maintenance, and provision of Esri User Conference registrations and any additional services as specified herein. This EA is composed of the following documents, which are incorporated herein by reference: 1.Enterprise Agreement signature page(s) (p 1 of 64) 2.General Provisions (p 3-5 of 64) 3.Enterprise License Terms and Conditions, including (pp 1, 6-27 of 64) ▪Appendix A, Products and Deployment Schedule (p 13-14 of 64) ▪Appendix B, EA Fee Schedule (p 15 of 64) ▪Appendix C County Annual Deployment Report (p 16 of 64) ▪Appendix D, EA Points of Contact (p 17 of 64) ▪Appendix E, Tier 1 Help Desk Authorized Individuals (p 18 of 64) ▪Appendix F, CVT List (p 19-21 of 64) ▪Appendix G, CVT Acknowledgment Statement (ArcGIS Online) (p 22-23 of 64) ▪Appendix H, CVT Acknowledgment Statement (ArcGIS Desktop Advanced) (p 24-25 of 64) ▪Appendix I, RCOC Acknowledgment Statement (p 26-27 of 64) 4.“License Agreement” – means the signed License and Services Agreement between Esri and County that supersedes any electronically acknowledged license agreement, License and Services Agreement No. 330812. (p 28-60 of 64) 5.Esri Standard Maintenance Program J10044 (p 61-64 of 64) E512G Page 2 of 64 April 4, 2017 11/20/2018 CS THIS PAGE INTENTIONALLY BLANK E512G Page 3 of 64 April 4, 2017 11/20/2018 CS GENERAL PROVISIONS The following County provisions are included in this EA, and incorporated into and apply to each document included in the EA, as appropriate, based on their context and meaning. References to “Contract” shall mean the “EA, references to “Contractor” shall mean “Esri,” and references to “County” shall mean “Licensee.” §1. Definitions 1.1 “County” means the County of Oakland and its departments, divisions, authorities, boards, committees, and “County Agents” as defined below. 1.2 “County Agent” means any elected and appointed officials; directors; board members; council members; commissioners; employees; and volunteers of the County; whether acting in their personal, representative, or official capacities. “County Agent” shall also include any person who was a “County Agent” anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and in that capacity. 1.3 “County Data” means information or data collected, used, processed, stored, or generated in any format, on behalf of the County. 1.4 “Esri Personnel” means any employee or subcontractor. Esri Personnel shall also include any person who was an Esri Employee at any time during the term of this EA but, for any reason, is no longer employed in that capacity. 1.5 “E-Verify” means an Internet based system operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA) that allows participating employers to electronic ally verify the employment eligibility of their newly hired employees. Information and the registration process are found at the E-Verify website: https://e-verify.uscis.gov/enroll. 1.6. “Iran-Linked Business” is defined in the Michigan Compiled Laws (MCL), specifically MCL 129.312, being Section 2 of Public Act 517 of 2012. §2. E-Verify. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009, pp 37 -38), unless otherwise exempted, all service contractors who wish to contract wit h the County to provide services must first certify they have registered with, will participate in, and continue to utilize, once registered, the E - Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by Esri. Breach of this term or condition is considered a material breach of this Contract. Esri’s execution of this Contract constitutes a certification that they are authorized to certify on behalf of Esri and do hereby certify on behalf of Esri that Esri has registered with, has and will participate in, and does and will continue to utilize once registered and throughout the term of this Contract and any permissible extensio n hereof, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by Esri. §3. Iran-Linked Business Certification. Esri certifies that it is not an Iran-Linked Business. Esri further certifies that it was not an Iran-Linked Business at the time of the Effective Date of this Contract Esri must promptly notify the County, if Esri becomes an Iran-Linked Business at any tim e during this Contract. §4. Discrimination. Esri shall not discriminate against any employee or applicant for employment in violation of state or federal law. Esri shall promptly notify the County of any complaint or charge filed and/or of any determination by any court or administrative agency of illegal discrimination by Esri, which relates to or arises from this EA or the License and Services Agreement. §5. Audit. 5.1 Esri will allow the County's Auditing Division or a mutually agreeable independent auditor hired by the County to perform finance and compliance audits, as appropriate, with the authority to access all records directly pertaining to this Enterprise Agreement. Before such audit, the County will give Esri thirty (30) days advanced E512G Page 4 of 64 April 4, 2017 11/20/2018 CS written notice of the intended audit. Audit will be at the expense of the County, including expenses that may be incurred during the review. For convenience of the Parties, audits will be at a reasonable, mutually agreeable time. The right of the County of Oakland to audit shall not extend to Esri’s overhead, general, and administrative expenses, or profit percents. For avoidance of doubt, audits performed in accordance with this Section 5 shall exclude records pertaining to Esri’s financials, overhead, burden poo ls, G&A, and profit. 5.2. Esri will explain any audit findings, questionable costs, or other compliance deficiencies to the County upon written request of findings. Esri will respond and explain to the County or its designated agent within forty-five days of receiving the final audit report. Esri's response will include all necessary documents and information that refute the final audit report. Failure by Esri to respond in writing within forty-five (45) days will be deemed acceptance of the final audit report. §6. In-Kind Services. Unless expressly provided herein, this EA does not authorize any in-kind services by either Party. §7. Compliance with Laws. Esri shall comply with all federal, state, and local laws, statutes, ordinances, regulations, insurance policy requirements, and requirements applicable to its activities under this EA. §8. Esri Provided Insurance. At all times during this Contract, Esri shall obtain and maintain insurance in accordance with the License Agreement. §9.Access and Records. Esri will maintain accurate books and records related to direct costs and expenses incurred in connection with performance of this EA (excluding proprietary information, proprietary processes, profit, overhead, general and administrative costs of Esri) for thirty-six (36) months after the end of this EA and Esri shall provide the County with reasonable access to such books and records electronically or on Esri’s facilities, at County’s sole discretion and upon County’s request. §10.No Third-Party Beneficiaries. Except as provided for the benefit of the Parties, this EA does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be indemnified, right to be subrogated to the Parties’ right in this EA or any other right in favor of any other person or entity. §11.Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, or other legal right, privilege, power, obligation, duty, or immunity of the County. §12.Response to Legal Request for County Data. If County receives a Court Order, a Freedom of Information Act (FOIA) request, or other legal request to provide County Data held by Esri, th en Esri shall provide County Data to the County, in the format in which it was received from the County, within the time frame required by law. County shall request County Data held by Esri by sending a written request (including e-mail) for the County Data to Esri at the address for Esri provided in section 6.2 (Legal Notices). §13.No Indemnification from the County. Esri shall have no rights against the County for indemnification, contribution, subrogation, or any other right to be reimbursed by the County, except as expressly provided herein. §14.ADA and Section 508 Compliance. Esri is committed to building accessible Software. Software is developed using the accessibility standards of Section 508 of the Rehabilitation Act of 1973, as amended in 1998 (29 U.S.C. § 794(d)). Esri reports Software accessibility features and exceptions on its Voluntary Product Accessibility Templates (VPATs), which are available at https://www.esri.com/en- us/legal/accessibility/vpats. If Esri is providing a Product or Service that requires County or the public to use a software application or to access a website, Esri warrants that end users can utilize the software or access the website in accordance with the accessibility requirements of the Americans with Disabilities Act (“ADA”) and the Rehabilitation Act of 1973, to the extent disclosed in Esri’s VPATs. Esri will treat any noncompliance as a bug in accordance with its standard technical support procedures. E512G Page 5 of 64 April 4, 2017 11/20/2018 CS §15.Grant Compliance. At present, this EA is not supported or paid for with State, federal or third-party grant funds. However, if County determines, in its sole discretion, t hat some or all of this this EA could be supported or paid for with any State, federal, or other third-party funds, then County shall promptly notify Esri and provide the grant requirements that must be passed through to Esri for review. Esri shall notify County within a reasonable time, in writing, whether it can or cannot comply with the applicable grant requirements. County will use this information to determine whether use of any grant funds to support work performed under this EA will comply with the requirements of the granting agency. §16. Applicability of the General Terms and Conditions (Attachment B) of the License and Services Agreement to the EA.To the extent that Section 9.8 Severability, Section 9.12 Governing Law, and Section 9.13 Dispute Resolution in Article 9 – General Provisions of the License and Services Agreement do not conflict with this EA, Section 9.8 Severability, Section 9.12 Governing Law, and Section 9.13 D ispute Resolution in Article 9 – General Provisions of the License and Services Agreement shall apply to and govern this EA. For the avoidance of doubt. the terms and conditions in this EA shall prevail and take precedence over any conflicting provisions in Section 9.8 Severability, Section 9.12 Governing Law, and Section 9.13 Dispute Resolution in Article 9 – General Provisions of the License and Services Agreement. §17. Survival of Certain General Provisions. The provisions of the EA General Provisions will survive the expiration or termination of this EA: Section 1. Definitions, Section 5. Audit, Section 9. Access and Records, Section 12. Response to Legal Request for County Data, Section 13. No Indemnification from the County. E512G Page 6 of 64 April 4, 2017 11/20/2018 CS ENTERPRISE AGREEMENT TERMS AND CONDITIONS ARTICLE 1—DEFINITIONS If terms are defined in any of the five (5) documents that comprise this Enterprise Agreement, those terms will have the same meaning in this Enterprise Agreement Terms and Conditions unless otherwise specified. In addition, the following definitions apply throughout the EA: ▪"Case(s)" means a failure of Products to operate according to the Documentation where such failure substantially impacts operational or functional performance. ▪“CVT” means Cities, Villages, and Townships within the County of Oakland, MI, identified in Appendix F (p 19-21 of 64), that are eligible to use ArcGIS Online under this Agreement as referenced in Table A -3 of Appendix A (p 13-14 of 64). ▪"Deploy," "Deployment," or "Deployed" means to re distribute, or the redistribution of, the EA Products (and their related keycodes/registration files), or their having been redistributed, by County during the term of this EA for installation and use by Licensee. ▪"EA Fee" means the fee set forth in Appendix B—EA Fee Schedule. ▪"EA Maintenance" means Tier 2 Support, updates, and patches provided by Esri for EA Products. ▪"EA Products" means the Products identified in Tables A-1 and A-2 of Appendix A - Products and Deployment Schedule (p 13-14 of 64). EA Products do not include unit-priced item(s) or Esri technology that may be embedded in third-Party products purchased by Licensee. ▪"Effective Date" means midnight on the date listed on the first page of this EA. ▪“Licensee” means County, CVT, and RCOC. ▪"License Agreement" means License and Services Agreement No. 330812 between Esri and County that supersedes any electronically acknowledged license agreement. ▪“RCOC” means the Road Commission of Oakland County. ▪"Technical Support" means a process to attempt to resolve reported Case(s) through error correction, patches, hot fixes, and workarounds; replacement deliveries; or any other type of Product correction or modification specified in the most current applicable Esri Maintenance and Support Program. ▪"Tier 1 Help Desk" means County’s point of contact from which all Tier 1 Support will be given to Licensee. ▪"Tier 1 Support" means the Technical Support provided by the Tier 1 Help Desk as the primary contact to Licensee in the attempted resolution of reported Case(s). ▪"Tier 2 Support" means the Technical Support provided by Esri to the Tier 1 Help Desk when a Case cannot be resolved through Tier 1 Support. ARTICLE 2—GRANT OF LICENSE 2.1 Grant of License. During the term of this EA, County’s use of the EA Products is subject to the License Agreement and the additional terms set forth in this EA. 2.2 CVT. CVTs shall be limited to the use of ArcGIS Online only. Pursuant to Table A-2 in Appendix A, up to (5) users from the three (3) CVTs identified in Appendix A will be granted access to ArcGIS Desktop Advanced (concurrent use or single use) during the term of this EA, and will be required to sign an individual Acknowledgement Statement. Except as provided in Table A-2 of Appendix A, a CVT is prohibited under this Agreement from using EA Products listed in Tables A-1 and A-2 in Appendix A of this Agreement (p 13-14 of 64). Additionally: a.Amendments to this Agreement relating to the use of ArcGIS Online signed by the County and Esri shall be binding on the CVTs that have signed the CVT Acknowledgement Statement allowing such action. b.Before initial use of ArcGIS Online by a CVT, the CVT must sign a copy of Appendix G (ArcGIS Online), which will be delivered to Esri by County. c.Before initial use of ArcGIS Desktop Advanced (concurrent use or single use) by the three (3) CVTs identified in Appendix A, the CVT must sign a copy of Appendix H (ArcGIS Desktop Advanced), which will be delivered to Esri by County. E512G Page 7 of 64 April 4, 2017 11/20/2018 CS 2.3 RCOC. RCOC is included as a “Licensee” in the License Agreement and shall have full use and rights of all products, software, data, and services to the same extent as the County as provided through the License Agreement. RCOC is not included as a “Licensee” in the Enterprise Advantage Program and shall not be provided with the services, training, or support as specified in the Enterprise Advantage Program Agreement. RCOC shall be required to sign the RCOC Acknowledgement Statement in Appendix I agreeing to the terms of the License Agreement, including any and all amendments to those agreements. The County is not responsible or liable to Esri for the actions or inactions of the RCOC, its employees, agents, or contractors . 2.4 Beta License. Beta licenses are not available under this EA as EA Products. 2.5 Consultant Access. Esri grants Licensee the right to permit Licensee’s consultants or contractors to use the EA Products exclusively for Licensee’s benefit. Licensee shall use commercially reasonable efforts to ensure compliance by consultants and contractors with this EA and shall use commercially reasonable efforts to ensure that the consultant or contractor discontinues use of EA Products upon completion of work for Licensee. Access to or use of EA Products by consultants or contractors not exclusively for Licensee's benefit is prohibited. Licensee may not permit its consultants or contractors to install EA Products on consultant, contractor, or third - party computers or remove EA Products from Licensee locations except for the purpose of hosting the EA Products on Esri servers for the benefit of Licensee. Consultant or contractors must not include persons or entities ineligible to receive or have access to Esri products or services by operation of law, including US export control laws, decrees, orders, rules, regulations, policies, riders, conditions, or provisos. 2.6 County Responsibility. Except for CVTs who have signed the CVT Acknowledgment Statement (Appendices G or H) and the RCOC who has signed the RCOC Acknowledgment Statement (Appendix I), County shall remain primarily responsible to Esri for compliance with the terms and conditions of this EA by users of the Products for which the County provides access or use, including but not limited to County Agents. County shall use its best efforts to make its contractors and consultants comply with the terms and conditions of this EA. ARTICLE 3—SCOPE OF USE 3.1 Additional Permitted Uses. For the term of the EA, County may copy and Deploy the EA Products to Licensees up to the quantities of licenses granted in Appendix A. No CVT has a right to copy (except as permitted in the License Agreement) or Deploy the EA Products. County may transfer, redistribute, or Deploy the EA Products within the continental United States; Hawaii; Alaska; and US territories, excluding Puerto Rico and the US Virgin Islands. 3.2 Uses Not Permitted a.Licensee shall not use the EA Products outside the United States or its territories or possessions without the prior written permission of Esri and agreement on additional fees, if any. Any such expor t will be subject to US Export Control Regulation requirements of the License Agreement. b.Licensee shall not transfer, redistribute, or assign EA Products to any third party without the prior written permission of Esri. ARTICLE 4—MAINTENANCE 4.1 EA Maintenance. County will provide Tier 1 Support to the other Licensees and receive Tier 2 Support, updates, and patches, provided by Esri, for EA Products. EA Maintenance is included in the EA Fee provided that standard maintenance is available for an item. EA Maintenance includes the benefits of Esri’s Standard Maintenance and Support Program document, attached hereto provided that standard maintenance is available for each item. The below modifications will supersede Section 4.2 of Esri’s Standard US Maintenance Program during the term of the EA for all EA Products: a.Tier 1 Support Provided by County (1)The Tier 1 Help Desk will provide Tier 1 Support to all Licensees. (2)The Tier 1 Help Desk will use analysts fully trained in the Products they are supporting. E512G Page 8 of 64 April 4, 2017 11/20/2018 CS (3)At a minimum, Tier 1 Support will include those activities that assist the user in resolving how-to and operational questions as well as questions on installation and troubleshooting procedures. (4)Tier 1 Support analysts will be the initial points of contact for all questions and Case(s). Tier 1 Support analysts shall obtain a full description of each reported Case and the system configuration from the Licensee. This may include obtaining any customizations, code samples, or data involved in the Case. The analyst may also use any other information and databases that may be developed to satisfactorily resolve Case(s). (5)If the Tier 1 Help Desk cannot resolve a Case, an authorized Tier 1 Help Desk individual may contact Esri for Tier 2 Support. The Tier 1 Help Desk shall provide support in such a way as to minimize repeat calls and make solutions available to Licensee. (6)County may assign named Tier 1 Help Desk individuals up to the quantity listed in Appendix B. These individuals will be identified in Appendix E and will be the only individuals (callers) authorized to contact Esri directly for Tier 2 Support. b.Tier 2 Support Provided by Esri (1)Esri shall log the calls received from Tier 1 Help Desk individuals. (2)Esri shall review all information collected by and received from Tier 1 Help Desk individuals including preliminary documented troubleshooting provided by the Tier 1 Help Desk when Tier 2 Support is required. (3)Esri may request that Tier 1 Help Desk individuals provide verification of information, additional information, or answers to additional questions to supplement any preliminary information gathering or troubleshooting performed by Tier 1 Help Desk. (4)Esri shall attempt to resolve Case(s) submitted by Tier 1 Help Desk by assisting the Tier 1 Help Desk individuals and not the Licensees. (5)When a Case is resolved, Esri shall communicate the information to the Tier 1 Help Desk individuals, and the Tier 1 Help Desk shall disseminate the resolution to the Licensee. (6)Esri may, at its sole discretion, make patches, hot fixes, or updates available for downloading from Esri's website or, if requested, deliver them on media. ARTICLE 5—ORDERING, ADMINISTRATIVE PROCEDURES, DELIVERY, AND DEPLOYMENT REPORT 5.1 Purchase Orders, Invoicing, Delivery, and Deployment a.Esri does not require County to issue purchase orders and will invoice County upon the Effective Date of the EA and annually thereafter in accordance with the fee schedule set forth in this EA. County may submit purchase orders in accordance with its own process requirements. If County issues purchase orders, then County will submit its initial purchase order upon execution of this EA and any subsequent purchase order at least thirty (30) days before the anniversary d ate. Invoices will be due and payable within thirty (30) days of invoice. b.Any purchase orders that County issues will reference, incorporate, and be subject to the terms and conditions of this EA. Additional or conflicting terms in any purchase orders, invoices, or other documents exchanged during the ordering process, other than the terms of this EA, Product or Service descriptions, quantities, pricing, and delivery instructions, are void and of no effect. County will process all orders and deliveries pertaining to this EA through County's centralized point of contact. Except as described in Section 9.1 of Attachment B (General Terms and Conditions) of the License Agreement, no additional, conflicting, or different terms contained in any invoice, packing slip, statement or other document issued by Esri will be binding. c.County will include the following information in each purchase order: (1)Esri customer number, the ship-to address, and bill-to address as identified in Appendix D (p 17 of 64). (2)Purchase order number. (3)Applicable annual payment due and name of Licensee. (4)On the face of the purchase order, the following printed statement: "Governed by and subject to License Agreement." E512G Page 9 of 64 April 4, 2017 11/20/2018 CS d. Esri will provide Authorization Codes to activate the nondestructive copy protection program that enables County to download, operate, or allow access to the EA Products listed in Appendix A (p 13-14 of 64). e. Delivery of updates/new versions of EA Products will be made in the same manner. If requested by C ounty, Esri will deliver a limited number of sets of backup media as provided in Appendix B (p 15 of 64) to the ship-to address identified in Appendix D, - EA Points of Contact (p 17 of 64), FOB destination with shipping charges prepaid. County may purchase additional backup media sets at the prices in effect at the time of purchase. Delivery or receipt of tangible media could cause prior and future license fees to be subject to taxes. Esri may invoice for and County agrees to pay any such sales or use tax associated with receipt of tangible media, provided County’s tax-exempt status does not apply. f. County shall track the number and location of EA Products deployed. 5.2 Annual Report of Deployments. At each anniversary date and ninety (90) days prior to the expiration date of this EA, County shall provide a written report, as set forth in Appendix C (p 16 of 64), to Esri detailing all Deployments made, including preexisting software. The report will be subject to audit by an authorized representative of Esri. 5.3 Esri User Conference Registration. Esri shall provide Esri User Conference registrations to County annually during the term of this EA in the quantities set forth in Appendix B (p 15 of 64). County is responsible for distributing the registrations to Licensees. Third-parties may not represent or attend on behalf of County at any Esri User Conference. ARTICLE 6—POINTS OF CONTACT; NOTICES 6.1 Points of Contact. In Appendix D (p 17 of 64), each Party shall identify points of contact for administrative and technical issues. 6.2 Legal Notices. Except as otherwise set forth in this EA, any notice, report, demand, or other communication will be made in writing in English; sent by courier, registered or certified airmail, or facsimile or other electronic transmission; and confirmed when sent by courier or by registered or certified airmail, properly addressed to the appropriate Party at the address set forth below, until changed by notice in writing by either Party. If sent by courier or airmail, notice will be effective upon the earlier of confirmed receipt or seven (7) days from the date of deposit with the courier service or post office. If sent by electronic transmission, notice will be effective one (1) business day from the date of transmission, provided confirmation of receipt is made. Notices will be given at the following addresses: To: Esri To: County 380 New York Street as listed in Appendix D (p 17 of 64) Redlands, CA 92373-8100 Attn.: Manager, Contracts and Legal Fax: 909-307-3020 Email: legalnotices@esri.com ARTICLE 7—TERM, TERMINATION, AND EXPIRATION 7.1 Term. The term of the EA will commence on October 1, 2018 (“Effective Date”) and be for the period listed in Appendix B (p 15 of 64) unless this EA is terminated earlier as provided herein. 7.2 Termination for a Material Breach. Esri may terminate this EA for a material breach by Licensee. Licensee will be given a period of thirty (30) days from date of written notice to cure any material breach. Upon termination of this EA by Esri for a material breach and failure to cure by Licensee, all licenses Deployed will also terminate, without a refund of prepaid EA Fees. Licensees shall uninstall, remove, and destroy all EA Products; training materials; and any whole or partial copies, modifications, or merged portions in any form. County shall deliver evidence of such destruction to Esri (e.g., certification letter). Other items that may be included in this EA—such as EEAP, Esri Virtual Campus annual user license, access codes, Virtual Campus dollar credits, and Esri User Conference registrations—will also terminate if this EA is terminated. E512G Page 10 of 64 April 4, 2017 11/20/2018 CS Notwithstanding anything to the contrary in this Article 7 and in the event of a termination of this EA for a material breach by Licensee, Software deployed prior to the Effective Date of this EA, and not licensed or receiving maintenance under this EA, may continue to be used by the County after a termination of this EA for a material breach by Licensee only if the License and Services Agreement is not also terminated. County must comply with the terms and conditions of the License and Services Agreement for Software deployed prior to the Effective Date of this EA. Further, Esri agrees that County is not required to pay a maintenance reinstatement fee for lapsed maintenance for Software deployed prior to the Effective Date of this EA if County orders maintenance at time of EA termination. 7.3 Reserved. 7.4 License Term and Use upon Expiration of EA Term. Upon full payment of EA Fee and expiration of this EA, regardless of whether the Parties enter into a new EA, the License Agreement will survive, and Licensee may continue to use the Deployed EA Products in accordance with the terms and conditions set forth in the License Agreement, and its amendments, if any. Licensee shall notify Esri of the quantity and type of licenses for which Licensee elects to purchase standard maintenance. If maintenance is not ordered for EA Products upon expiration of the EA, maintenance lapses. If, at a later date, Licensee decides to reinstate maintenance, Licensee must pay back maintenance from the date of the EA expiration. County shall not Deploy additional copies of the EA Products beyond the quantities in use upon termination or as of the date of expiration. 7.5 Termination for Non-Appropriation of Funds, Lack of Funds, or Convenience. County's obligation to pay the amounts due for following fiscal years is contingent upon appropriation of funds for this EA. County or Esri may terminate this EA if such funding is not made available ("Lack of Funds"). If either Party terminates for La ck of Funds, it must provide the other Party with written notice of termination prior to the EA anniversary date, if possible. In all cases, the effective date of the termination will be the last day of the payment period immediately prior to the annual anniversary date for the next payment. County may also terminate for convenience, provided County sends sixty (60) days prior written to notification to Esri of such termination. Under no circumstances may County deploy additional copies of the Software, Data, or Documentation covered by the EA upon termination of the EA for Lack of Funds or when terminating for convenience. If the EA is terminated for Lack of Funds or for convenience, the following conditions will apply: a. Licensee must uninstall, remove, and destroy all Deployed Software, Data, or Documentation and any whole or partial copies identified in Appendix A, Table A-2 (p 14 of 64). b. Licensee may continue to use Deployed Enterprise License Software, Data, or Documentation identified in Appendix A, Table A-1 (p 13 of 64), provided: i. County shall report the quantity and types of Enterprise License Software identifie d in Appendix A, Table A-1 (p 13 of 64), that has been Deployed to all Licensees, and Esri shall determine the quantity and type of Software, Data, or Documentation that Licensee may continue to use under the License Agreement terms. This determination will be based on multiplying the com mercial list price of the Enterprise License Software identified in Table A-1 by the reported Deployed quantity and types and subtracting the total of that amount from the portion of the paid EA Fee applicable to Enterprise License Software licenses identified in Table A-1. The remaining sum is hereinafter referred to as "Offset Amount"). Licensee shall uninstall, remove, and destroy Deployed Enterprise License Software valued in excess of the Offset Amount to reach an authorized quantity and type level. Th e remaining authorized quantities and types of software ("Remaining Software") will be licensed in accordance with the License Agreement c. No refund will be provided to Licensee for EAP, Online Services, or any payments made prior to termination. d. Licensee may continue to use Online Services but will no longer receive the annual credits liste d in Appendix A, Table A-2 (p 14 of 64). Additional credits may be procured at commercial list price. Within sixty (60) days of termination of the EA for Lack of Funds or for convenience, Licensee will document in writing to Esri the total quantity and type of Remaining Software for which Licensee desires to obtain maintenance, if any. Payment of maintenance fees for such Remaining Software for which County wishes to have E512G Page 11 of 64 April 4, 2017 11/20/2018 CS maintenance, if any, will be effective from the date of the EA termination, provided that County allocates appropriate funds. Other items that may be included in this EA such as EAP, Virtual Campus training access/VC dollar credits, and User Conference Registrations will also terminate if this EA is terminated for Lack of Funds or for convenience. ARTICLE 8 - RESERVED ARTICLE 9—RELATIONSHIP OF THE PARTIES The EA does not constitute a partnership, joint venture, or agency between Esri and County. Neither Esri nor County will hold itself out as such, nor shall Esri or County be bound or become liable because of any representation, action, or omission of the other. ARTICLE 10—FORCE MAJEURE If the performance of any obligation under this EA is prevented, restricted, or interfered with by reason of fire, flood, earthquake, explosion, or other casualty or accident; strikes or labor disputes; inability to procure or obtain delivery of parts, supplies, or power; war; threat of or actual terrorist act, cyber attack, or other violence; any law, order, proclamation, regulation, ordinance, demand, or requirement of any government agency; or any act or condition whatsoever beyond the reasonable control of the affected Party, the Party so affected, upon giving prompt notice to the other Party, will be provided a temporary extension for a period of tim e as may be reasonably necessary to allow for such delay, prevention, interference, or restriction. ARTICLE 11—GIS STANDARD County will respond to inquiries from other Esri customers and potential customers as long as the EA remains in effect. This EA will not be construed or interpreted as an exclusive dealings agreement, and County reserves the right to purchase from third parties any of their requirements for GIS software or related services. ARTICLE 12—ADMINISTRATIVE REQUIREMENTS 12.1 Esri Partner Original Equipment Manufacturer (OEM) Bundled or Embedded Items/Services. Certain Esri partners are authorized to either embed limited portions of Esri technology or bundle Esri products or services with the partner's application or service under Esri's OEM or Solution OEM programs. Partner pricing and product bundling is independent of this EA, and each partner markets under its own business model and pricing. Licensee shall not be entitled to or seek any discount from the OEM partner or Esri, directly or indirectly, as a result of or based on the availability of such Products as EA Products under this EA. Licensee shall not be entitled to or seek to decouple Esri's technology or products/services from the partner's bundle or solution. In addition, such Products or any component thereof included in the OEM software program or product, will be licensed through the license agreement provided by the OEM partner and not through this EA. 12.2 EA Products—Limited Quantity or Unit-Priced Items. Esri reserves the right to exclude new Products from uncapped Deployment. New Products may contain or be developed with (i) newly acquired technology obtained through a significant investment or (ii) third-party intellectual property that requires a unit-based royalty fee or prohibits Deployment under a site or enterprise license. Such items can be made available to County on a limited-quantity basis or as unit-priced items. 12.3 Obsolescence. During the term of this EA, some of the items listed in Appendix A may become obsolete, will no longer be commercially offered, or may no longer be available for Deployment. Licensee may continue to use EA Products that have been Deployed, but support and upgrades for older items may not be available. EA Maintenance and maintenance and availability of EA Products identified in Appendix A will be subject to each item's Product Life Cycle Support Status, which can be found at http://support.esri.com/en/content /productlifecycles by selecting the product type and clicking the Product Life Cycle link for specific product plans. Esri's Product Life Cycle Support Policy, available at http://help.arcgis.com/en/shared/product-life- cycle/ProductLifeCycle.pdf, covers the support phases and overall support plans. E512G Page 12 of 64 April 4, 2017 11/20/2018 CS ARTICLE 13—GENERAL PROVISIONS 13.1 If there is a conflict among any of the terms and conditions in the various documents, the order of descending precedence will be as follows: (1) Signature Page, (2) Enterprise License Terms and Conditions (E512G), (3) License Agreement. The EEAP terms and conditions will take precedence over the provisions of this EA with respect to products or services provided under EEAP. Except as otherwise expressly provided herein, any amendment or Addendum to this EA must be in writing and signed by an authorized representative of each Party. 13.2 Survival of Certain EA Clauses. The provisions of Sections 2.4 and 7.4 of this Enterprise License Terms and Conditions document will survive the expiration or termination of this EA. E512G Page 13 of 64 April 4, 2017 11/20/2018 CS APPENDIX A PRODUCTS AND DEPLOYMENT SCHEDULE County may Deploy the EA Products up to the total quantity of licenses indicated below during the term of this EA. Table A-1 EA Products—Uncapped Quantities Product Total Qty. to Be Deployed ArcGIS Desktop: ArcGIS Desktop Advanced, Standard, and Basic (concurrent use and single use) Uncapped ArcGIS Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Data Reviewer, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Publisher, ArcGIS Schematics, ArcGIS Spatial Analyst, ArcGIS Tracking Analyst, and ArcGIS Workflow Manager (concurrent use and single use) Uncapped ArcGIS Enterprise: ArcGIS Enterprise and Workgroup (Advanced and Standard) Uncapped ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Spatial Analyst, and ArcGIS Workflow Manager Uncapped ArcGIS Enterprise Server Roles: ArcGIS Image Server, ArcGIS GeoEvent Server Uncapped ArcGIS GIS Server: Advanced, Standard, and Basic Uncapped ArcGIS Engine (concurrent use and single use) Uncapped ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS Engine Geodatabase Update, ArcGIS Network Analyst, ArcGIS Schematics, and ArcGIS Spatial Analyst (concurrent use and single use) Uncapped ArcGIS Runtime Uncapped ArcGIS Runtime Extensions: ArcGIS 3D Analyst, ArcGIS Network Analyst, and ArcGIS Spatial Analyst (Single Use) Uncapped Mapping and Charting solutions: Esri Production Mapping for Desktop (Concurrent Use and Single Use) Uncapped E512G Page 14 of 64 April 4, 2017 11/20/2018 CS Table A-2 EA Products—Capped Quantities Item Rolled-In Qty. (if applicable) Qty. to Be Deployed Total GeoAnalytics Server (4-core license) -- 2 2 GeoAnalytics Staging Server (4-core license) -- 2 2 Insights for ArcGIS Enterprise (Term License) -- 10 10 Insights for ArcGIS Online (Term License) -- 10 10 ArcGIS Developer Subscription (Annual – Professional Level) -- 4 4 Data Interoperability Server Extension (4-core license maintenance) 1 -- -- ArcGIS Desktop Advanced (concurrent use or single use) for use by CVTs as noted below * -- 5 5 * License use for specific CVTs located within the County boundaries that are included in this Agreement. Use of ArcGIS Desktop Advanced (concurrent use or single use) license by CVTs shall be restricted to the County’s asset management system workflows. The CVTs eligible to use ArcGIS Desktop Advanced (concurrent use or single use) are: City of Farmington Hills, City of Auburn Hills, and City of Ferndale. Table A-3 ArcGIS Online Subscription Product Number of Subscriptions Named Users per Subscription Annual Credits per Subscription ArcGIS Online Subscription – Level 2 Named Users 1 800 250,000 ArcGIS Online Subscription – Level 1 Named Users 1 1,500 -- ArcGIS Enterprise Level 1 Named Users (Term License) 1 Uncapped -- ArcGIS Enterprise Level 2 Named Users (Term License) 1 50 -- Navigator for ArcGIS Online 1 5 -- Community Analyst for ArcGIS Online 1 50 -- Business Analyst WebApp (add-on to ArcGIS Online) 1 50 -- Table A-4 ELA Products – Maintenance Existing concurrent use licenses indicated below are rolled-in and will be covered by maintenance. Maintenance Items Concurrent Use Quantity Business Analyst Desktop (U.S. National Dataset) CU 3 ArcGIS Data Interoperability Desktop Extension CU 4 CityEngine Advanced CU 2 ArcPad CU 14 E512G Page 15 of 64 April 4, 2017 11/20/2018 CS APPENDIX B EA FEE SCHEDULE The EA Fee is $2,055,000. The EA Fee is in consideration of the EA Products , EA Maintenance, Esri User Conference registrations, and Esri Enterprise Advantage Program . Year 1 Year 2 Year 3 EA Fee Payments $599,000 $599,000 $599,000 $1,797,000 Esri Enterprise Advantage Program (EEAP) $86,000 $86,000 $86,000 $258,000 Total $685,000 $685,000 $685,000 $2,055,000 Years 1, 2 and Year 3 will be invoiced annually, on October 1 and due within 30 days of receipt of invoice. Number of Esri User Conference Registrations per Year 25 Number of Tier 1 Help Desk Callers That May Contact Esri for Tier 2 Support 4 Number of Sets of Backup Media, if Requested 2 Term of EA Three (3) Years from Effective Date Esri Enterprise Advantage Program (EEAP) * 100 Technical Advisory Hours per Year * 100 Learning and Services Credits per Year * 1-Day Planning Session (Annual) * Technology Webcasts (Quarterly) (Optional) Unit-Priced Items Licenses and Maintenance for Unit-Priced Items are available at the prices set forth below and are not included in the EA Fee. Pricing is valid for the term of the EA. Unit-Priced Items will be licensed in accordance with the terms and conditions of the License Agreement. Item License Price Service Credits ArcGIS Online Level 1 Named Users (set of 100) $10,000 N/A ArcGIS Online Level 2 Named Users (set of 50) $13,750 25,000 ArcGIS Enterprise Level 2 Named Users (set of 50) $13,750 N/A E512G Page 16 of 64 April 4, 2017 11/20/2018 CS APPENDIX C COUNTY ANNUAL DEPLOYMENT REPORT SAMPLE REPORT—This report will be provided to Esri annually as an Excel spreadsheet or in a comparable format. Esri Annual EA License Deployment Report Customer Name Customer Number Date Prepared by PRODUCT Count PRODUCT Count ArcGIS Desktop—Single Use (SU) ArcGIS Enterprise ArcGIS Desktop—SU ArcGIS Enterprise Extensions ArcGIS Desktop Extensions Other E512G Page 17 of 64 April 4, 2017 11/20/2018 CS APPENDIX D EA POINTS OF CONTACT Either Party may change its point of contact by written notice to the other Party. 1.Esri point of contact for order processing issues: Name: Customer Service Esri 380 New York Street Redlands, CA 92373-8100 Email: service@esri.com Phone: 888-377-4575 Fax: 909-307-3083 2.Esri contact for Tier 2 Support issues: MyEsri: http://my.esri.com Phone: 909-793-3774 (within the United States only) Fax: 909-792-0960 Web: http://support.esri.com 3.County centralized point of contact for order release and administrative issues: Name: Susan Moore Email: moores@oakgov.com Phone: 248-858-2040 Fax: 248-452-9128 4.All invoices to County will be mailed to the address listed below (unless oth erwise stated on the purchase order): County Office: Information Technology Name: Susan Moore Address: 1200 N Telegraph Rd, BLDG 49W Pontiac MI 48341 5.All deliverables to County will be shipped to the address listed below: County Office: Information Technology Name: Susan Moore Address: 1200 N Telegraph Rd, BLDG 49W Pontiac MI 48341 6.All notices to County will be mailed to the address listed below: County Office: Information Technology Name: Susan Moore Address: 1200 N Telegraph Rd, BLDG 49W Pontiac MI 48341 E512G Page 18 of 64 April 4, 2017 11/20/2018 CS APPENDIX E TIER 1 HELP DESK AUTHORIZED INDIVIDUALS Below are named Tier 1 Help Desk individuals authorized to seek Tier 2 Support from Esri. Substitutes/Changes to Tier 1 Help Desk authorized individuals may be made by written notice to Esri. 1.Name: Susan Moore Address: 1200 N Telegraph Rd, Bldg 49W Pontiac MI 48341 Phone: 248-858-2040 Fax: Email: moores@oakgov.com 2.Name: Changyu Zhang Address: 1200 N Telegraph Rd, Bldg 49W Pontiac MI 48341 Phone: 248-858-0242 Fax: Email: zhangc@oakgov.com 3.Name: Bryan Debus Address: 1200 N Telegraph Rd, Bldg 49W Pontiac MI 48341 Phone: 248-858-8703 Fax: Email: debusb@oakgov.com 4.Name: Calix Martinez Address: 1200 N Telegraph Rd, Bldg 49W Pontiac MI 48341 Phone: 248-858-5249 Fax: Email: martinezc@oakgov.com 5.Name: Casey Hanson Address: 1200 N Telegraph Rd, Bldg 49W Pontiac MI 48341 Phone: 248-858-1097 Fax: Email: hansonc@oakgov.com E512G Page 19 of 64 April 4, 2017 11/20/2018 CS APPENDIX F CVT List Community CVT Type Address Phone # Addison Township 1440 Rochester Rd, Leonard, 48367-3555 248-628-3317 Auburn Hills City 1827 N Squirrel Rd, Auburn Hills, 48326-2749 248-370-9400 Berkley City 3338 Coolidge Highway, Berkley, 48072-1636 248-546-2420 Beverly Hills Village 18500 W 13 Mile Rd, Beverly Hills, 48025-5262 248-646-6404 Bingham Farms Village 24255 13 Mile Rd, #190, Bingham Farms, 48025 248-644-0044 Birmingham City 151 Martin St, Birmingham, 48009-3368 248-644-1800 Bloomfield Hills City 45 E Long Lake Rd, Bloomfield Hills, 48304-2322 248-644-1520 Bloomfield Township 4200 Telegraph Rd, Bloomfield Hills, 48302-2038 248-433-7700 Brandon Township 395 Mill St, Ortonville, 48462-8721 248-627-4918 Clarkston City 375 Depot Rd, Clarkston, 48346-1418 248-625-1559 Clawson City 425 N Main St, Clawson, 48017-1555 248-435-4500 Commerce Township Township 2009 Township Dr, Commerce Township, 48390 248-624-0110 Farmington Hills City 31555 W 11 Mile Rd, 48336-1103 248-871-2400 Farmington City 23600 Liberty St, Farmington, 48335-3529 248-474-5500 Fenton 301 S Leroy St, Fenton, 48430-2162 810-629-2261 Ferndale City 300 E 9 Mile Rd, Ferndale, 48220-1731 248-546-2360 Franklin Village 32325 Franklin Rd, Franklin, 48025-1199 248-626-9666 Groveland Township 4695 Grange Hall Rd, Holly, 48442-8707 248-634-4152 Hazel Park City 111 E 9 Mile Rd, Hazel Park, 48030-1845 248-546-4064 Highland Township 205 N John St, Highland, 48357-4531 248-887-3791 Holly Township 102 Civic Dr, Holly, 48442-1505 248-634-9331 Holly Village 202 S Saginaw St, Holly, 48442-1612 248-634-9571 E512G Page 20 of 64 April 4, 2017 11/20/2018 CS Huntington Woods City 26815 Scotia Rd, Huntington Woods, 48070-1101 248-541-4300 Independence Township 6483 Waldon Center Dr, PO Box 69, Clarkston, 48347 248-625-5111 Keego Harbor City 2025 Beechmont Rd, PO Box 665, Keego Harbor, 48320 248-682-1930 Lake Angelus City 45 Gallogly Rd, Lake Angelus, 48326-1228 248-332-3916 Lake Orion Village 37 E Flint St, Lake Orion, 48362-3222 248-693-8391 Lathrup Village City 27400 Southfield Rd, Lathrup Village, 48076-3412 248-557-2600 Leonard Village 23 E Elmwood St, PO Box 789, Leonard, 48367- 1800 248-628-7380 Lyon Township 58000 Grand River, New Hudson, 48165-9816 248-437-2240 Madison Heights City 300 W 13 Mile Rd, Madison Heights, 48071-1853 248-588-1200 Milford Township 1100 Atlantic, Milford, 48381-2000 248-685-8731 Milford Village 1100 Atlantic, Milford, 48381-2001 248-684-1515 Northville City 215 W Main St, Northville, 48167-1522 248-349-1300 Novi City 45175 W 10 Mile Rd, Novi, 48375-3006 248-347-0460 Novi Township PO Box 924, Northville, 48167-0924 248-348-0365 Oak Park City 13600 Oak Park Boulevard, Oak Park, 48237-2006 248-691-7400 Oakland Township 4393 Collins Rd, Rochester, 48306-1619 248-651-4440 Orchard Lake City 3955 Orchard Lake Rd, Orchard Lake, 48323-1638 248-682-2400 Orion Township 2525 Joslyn Rd, Lake Orion, 48360-1951 248-391-0304 Ortonville Village 476 Mill St, PO Box 928, Ortonville, 48462-0928 248-627-4976 Oxford Township 300 Dunlap Rd, Oxford, 48371-4609 248-628-9787 Oxford Village 22 W Burdick St, Oxford, 48371-4609 248-628-2543 Pleasant Ridge City 23925 Woodward Ave, Pleasant Ridge, 48069-1135 248-541-2900 E512G Page 21 of 64 April 4, 2017 11/20/2018 CS Pontiac City 47450 Woodward Ave, Pontiac, 48342-5009 248-758-3000 Rochester Hills City 1000 Rochester Hills Dr, Rochester Hills, 48309- 3034 248-656-4600 Rochester City 400 6th St, Rochester, 48307-1400 248-651-9061 Rose Township 9080 Mason St, Holly, 48442-8587 248-634-7551 Royal Oak City 211 S Williams St, Royal Oak, 48067-2619 248-246-3000 Royal Oak Township 21131 Garden Lane, Ferndale, 48220 248-547-9800 South Lyon City 335 S Warren St, South Lyon, 48178-1317 248-437-1735 Southfield City 26000 Evergreen Rd, Southfield, 48076-4453 248-796-5000 Southfield Township 18550 W 13 Mile, Beverly Hills, 48025-5262 248-540-3420 Springfield Township 12000 Davisburg Rd, Davisburg, 48350-2643 248-634-3111 Sylvan Lake City 1820 Inverness, Sylvan Lake, 48320-1637 248-682-1440 Troy City 500 W Big Beaver Rd, Troy, 48084-5254 248-524-3300 Walled Lake City 1499 E West Maple Rd, Walled Lake, 48390-3768 248-624-4847 Waterford Township 5200 Civic Center Dr, Waterford, 48329-3715 248-674-3111 West Bloomfield Township 4550 Walnut Lake Rd, West Bloomfield, 48323-2556 248-451-4800 White Lake Township 7525 Highland Rd, White Lake, 48383-2938 248-698-3300 Wixom City 49045 Pontiac Trail, Wixom, 48393-2567 248-624-4557 Wolverine Lake Village 425 Glengary Rd, Wolverine Lake, 48390-1436 248-624-1710 E512G Page 22 of 64 April 4, 2017 11/20/2018 CS APPENDIX G CVT ACKNOWLEDGMENT STATEMENT (ArcGIS Online) Prior to any Deployment of ArcGIS Online to a CVT, County shall require each such entity to be contractually bound to applicable terms and conditions by executing this CVT Acknowledgment Statement. County shall keep a copy of the signed original acknowledgment for its records and forward a copy of the signed original to Esri. Esri may pursue remedies against an individual CVT for material breach by the CVT. Only County has a right to Deploy the EA Products identified in Appendix A of the EA. CVT ACKNOWLEDGMENT STATEMENT Environmental Systems Research Institute, Inc. ("Esri"), having an address at 380 New York Street, Redlands, CA 92373 and County of Oakland, MI ("County"), have entered into an Enterprise Agreement (EA) identified as Enterprise Agreement No. 330721. Esri has authorized County to Deploy ArcGIS Online to specific CVTs during the term of the EA. Deployment by County of ArcGIS Online to each CVT and CVTs use of ArcGIS Online is subject to the terms of License Agreement contained in the EA and the additional requirements below. The CVT, identified below as a Licensee, represents that it has received and read the License Agreement and understands and agrees to be bound by the terms of the License Agreement and the below additional requirements for use of ArcGIS Online Deployed by County to it. CVT agrees that Esri may pursue remedies against CVT for material breach of the License Agreement or the below additional requirements. All Deployments made by County to CVT will be made through County's centralized point of contact and will cease upon expiration or termination of County EA. County shall pass through updates and provide Tier 1 Support to CVT during the term of the EA for applicable ArcGIS Online use. The following additional conditions apply: (1)Beta licenses are not available during the term of the EA. Therefore, Section 1.4 Trial, Evaluation, and Beta Licenses, in the License Agreement does not apply to CVT. (2)Section 1.2. Consultant or Contractor Access in the License Agreement, is modified to add the following restriction: Access to and use of any ArcGIS Online is restricted to use by consultants and contractors who are under contract with CVT, for the sole benefit of CVT while (i) working on -site at CVT’s facilities; (ii)remotely accessing or using ArcGIS Online from CVT’s on-site computers or machines; or (iii) remotely accessing or using EA Products from a third party's computers or machines. CVT shall require consultant or contractor to discontinue access to and use of EA Products upon completion of work for CVT. (3)CVT remains subject to Export Compliance requirements as outlined in the License Agreement. (4)Transfer, redistribution, or assignment of ArcGIS Online and any EA Product to any third party without Esri's written permission is prohibited. (5)During the term of the EA, licenses Deployed by County to CVT may be terminated if County or CVT is in material breach. (6)Any and all Amendments to License Agreement relating to the use of ArcGIS Online signed by the County and Esri shall be binding on the CVT . (7)CVT, including its consultants, contractors, agents, and volunteers, shall not upload to, process, or store in ArcGIS Online any Personal identifying information (PII) as defined in MCL 445.63, Protected Health Information (PHI) as defined in 45 CFR 160.103, or Criminal Justice Information (CJI) defined as data or information governed by the CJIS Security Policy (which is currently found at: https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center). E512G Page 23 of 64 April 4, 2017 11/20/2018 CS In the event of a conflict in the terms and conditions of this acknowledgment and the License Agreement, the terms and conditions of this document shall have precedence over those contained in the License Agreement. No other rights are granted to CVT under this acknowledgment. ACCEPTED AND AGREED: (CVT) Signature: Printed Name: Title: Date: E512G Page 24 of 64 April 4, 2017 11/20/2018 CS APPENDIX H CVT ACKNOWLEDGEMENT STATEMENT (ArcGIS Desktop Advanced) Prior to any Deployment of ArcGIS Desktop Advanced (concurrent use or single use) to a CVT, County shall require each such entity to be contractually bound to applicable terms and conditions by executing this CVT Acknowledgment Statement. County shall keep a copy of the signed original acknowledgment for its records and forward a copy of the signed original to Esri. Esri may pursue remedies against an individual CVT for material breach by the CVT. Only County has a right to Deploy the EA Products identified in Appendix A of the EA. ArcGIS Desktop Advanced (concurrent use or single use) may only be Deployed to the CVTs identified in Table A-2 of Appendix A in the EA. CVT ACKNOWLEDGMENT STATEMENT Environmental Systems Research Institute, Inc. ("Esri"), having an address at 380 New York Street, Redlands, CA 92373 and County of Oakland, MI ("County"), have entered into an Enterprise Agreement (EA) identified as Enterprise Agreement No. 330721. Esri has authorized County to Deploy one (1) ArcGIS Desktop Advanced (concurrent use or single use) to the individual CVT that signs this CVT Acknowledgment Statement below during the term of the EA. Deployment by County of ArcGIS Desktop Advanced (concurrent or single use) to the individual CVT and CVT ’s use of ArcGIS Desktop Advanced (concurrent or single use) is subject to the terms of License and Services Agreement No. 330812 (“License Agreement”) and the additional requirements below. The CVT, identified below as a Licensee, represents that it has received and read the License Agreement and understands and agrees to be bound by the terms of the License Agreement and the below additional requirements for use of ArcGIS Desktop Advanced (concurrent use or single use) Deployed by County to it. CVT agrees that Esri may pursue remedies against CVT for material breach of the License Agreement or the below additional requirements. All Deployments made by County to CVT will be made through Cou nty's centralized point of contact and will cease upon expiration or termination of County EA. County shall pass thro ugh updates and provide Tier 1 Support to CVT during the term of the EA for applicable ArcGIS Desktop Advanced (concurrent use or single use). The following additional conditions apply: (1)Beta licenses are not available during the term of the EA. Therefore, Section 1.4 Trial, Evaluation, and Beta Licenses, in the License Agreement does not apply to CVT. (2)Section 1.2. Consultant or Contractor Access, in the License Agreement, is modified to add the following restriction: Access to and use of ArcGIS Desktop Advanced (concurrent use or single use) is restricted to use by consultants and contractors who are under contract with CVT, for the sole benefit of CVT while (i) working on-site at CVT’s facilities; (ii) remotely accessing or using ArcGIS Desktop Advanced (concurrent use or single use) from CVT’s on-site computers or machines; or (iii) remotely accessing or using EA Products from a third party's computers or machines. CVT shall require consultant or contractor to discontinue access to and use of EA Products upon completion of work for CVT. (3)CVT remains subject to Export Compliance requirements as outlined in the License Agreement. (4)Transfer, redistribution, or assignment of ArcGIS Desktop Advanced (concurrent use or single use) and any EA Product to any third party without Esri's written permission is prohibited. (5)During the term of the EA, licenses Deployed by County to CVT may be terminated if County or CVT is in material breach. (6)Any and all Amendments to License Agreement relating to the use of ArcGIS Desktop Advanced (concurrent use or single use) signed by the County and Esri shall be binding on the CVT . E512G Page 25 of 64 April 4, 2017 11/20/2018 CS In the event of a conflict in the terms and conditions of this acknowledgment and the License Agreement, the terms and conditions of this document shall have precedence over those contained in the License Agreement. No other rights are granted to CVT under this acknowledgment. ACCEPTED AND AGREED: __________________________________________ (CVT) Signature: Printed Name: Title: Date: _____________________________________ E512G Page 26 of 64 April 4, 2017 11/20/2018 CS APPENDIX I RCOC ACKNOWLEDGEMENT STATEMENT Environmental Systems Research Institute, Inc. ("Esri"), having an address at 380 New York Street, Redlands, CA 92373 and County of Oakland, MI ("County"), have entered into an Enterprise Agreement (EA) identified as Enterprise Agreement No. 330721 for licensing certain EA Products and for the provision of maintenance. Esri has authorized County to Deploy specific EA Products to the Road Commission of Oak land County (“RCOC”) during the term of the EA. Deployment by County of EA Products to RCOC and its use of the EA Products is subject to the terms of the License Agreement contained in the EA and the additional requirements below. “EA Products” means the Products identified in the EA. Accordingly, RCOC, identified below as a Licensee, represents that it has received and read the License Agreement and understands and agrees to be bound by the terms of the License Agreement and the below additional requirements for use of any EA Products Deployed by County to it. RCOC agrees that Esri may pursue remedies against RCOC for material breach of the License Agreement or the below additional requirements. All Deployments made by County to RCOC will be made through County's centralized point of contact and will cease upon expiration or termination of County EA. County shall pass through updates and provide Tier 1 Support to RCOC during the term of the EA for applicable EA Products. The following additional conditions apply: (1)Beta licenses are not available during the term of the EA. Therefore, Section 1.4 Trial, Evaluation, and Beta Licenses, in the License Agreement does not apply to RCOC. (2)Section 1.2. Consultant or Contractor Access, in the License Agreement, is modified to add the following restriction: Access to and use of any EA Products is restricted to use by consultants and contractors for the sole benefit of Licensee while (i) working on-site at Licensee’s facilities; (ii) remotely accessing or using EA Products from Licensee’s on-site computers or machines; or (iii) remotely accessing or using EA Products from a third party's computers or machines. Licensee shall require consultant or contractor to discontinue access to and use of EA Products upon completion of work for Licensee. (3)RCOC remains subject to Export Compliance requirements as outlined in the License Agreement. (4)Transfer, redistribution, or assignment of any EA Products to any third party without Esri's written permission is prohibited. (5)During the term of the EA, licenses Deployed by County to RCOC may be terminated if County or RCOC is in material breach. (6)Any and all Amendments to License Agreement relating to the use of any EA Products signed by the County and Esri shall be binding on the RCOC. (7)RCOC, including its consultants, contractors, agents, and volunteers, shall not store or process Content that is Personal identifying information (PII) as defined in MCL 445.63, Protected Health Information (PHI) as defined in 45 CFR 160.103, or Criminal Justice Information (CJI) defined as data or information governed by the CJIS Security Policy (which is currently found at: https://www.fbi.gov/services/cjis/cjis- security-policy-resource-center), in or on any online EA Product. E512G Page 27 of 64 April 4, 2017 11/20/2018 CS In the event of a conflict in the terms and conditions of this acknowledgment and the License Agreement, the terms and conditions of this document shall have precedence over those contained in the License Agreement. No other rights are granted to RCOC under this acknowledgment. ACCEPTED AND AGREED: ROAD COMMISSION OF OAKLAND COUNTY (RCOC) Signature: Printed Name: Title: Date: _____________________________________ License and Services Agreement E204S Page 28 of 64 April 6, 2018 11/20/2018 CS Agreement No. 330812 This License and Services Agreement ("Agreement" or “License Agreement”) is between the entity shown below ("Licensee") and Environmental Systems Research Institute, Inc. ("Esri"), a California corporation with a place of business at 380 New York Street, Redlands, California 92373-8100 USA. This Agreement does not apply to Esri Managed Cloud Services. If Licensee wants to purchase Esri Managed Cloud Services, a written amendment signed by both Parties is required. This Agreement is the sole and entire agreement of the parties as to the subject matter of this Agreement and supersedes any previous agreements, understandings, and arrangements relating to such subject matter. Neither party has relied on any statement, representation, or warranty not expressly stated in this Agreement. Th e Agreement comprises this signature page, the terms and conditions that begin on the following page, and all referenced attachments. Except for Product or Service descriptions, quantities, pricing, and delivery instructions, or as agreed in an Ordering Document signed by both parties, all terms included in any Ordering Document are void and of no effect. Any modification(s) or amendment(s) to this Agreement must be in writing and signed by both parties. The parties may sign this Agreement in counterparts or via electronic signatures; such execution is valid even if an original paper document bearing both parties' original signatures is not delivered. This Agreement is executed and effective as of the last date signed below. The authorized representatives of each party accept and agree to the terms of this Agreement by signing below: COUNTY OF OAKLAND, MICHIGAN ENVIRONMENTAL SYSTEMS RESEARCH (Licensee) INSTITUTE, INC. (Esri) Legal Address: 380 New York Street, Redlands, CA 92373-8100 By: ExternalSignature1 By: InternalSignature1 Authorized Signature Authorized Signature Printed Name: ExternalName1 Printed Name: InternalName1 Title: ExternalTitle1 Title: InternalTitle1 Date: ExternalDate1 Date: InternalDate1 Licensee Contact Information Contact: Telephone: Address: Fax: City, State, ZIP: Email: Scott N. Guzzy Purchasing Administrator Susan Moore Waterford, MI 48328 248.858.2040 moores@oakgov.com 1200 N. Telegraph Rd Bldg. 49W 2100 Pontiac Lake Rd Bldg 41W Waterford, MI 48328 Scott N. Guzzy (Nov 26, 2018) Scott N. Guzzy Nov 26, 2018 Timothy Brazeal (Nov 27, 2018) Manager, Commercial & Government Contracts Nov 27, 2018 Timothy Brazeal E204S Page 29 of 64 April 6, 2018 11/20/2018 CS Attachment A contains definitions of capitalized terms used throughout this License Agreement. Each section of this License Agreement may include additional definitions that are used exclusively within that section. 1.0 GENERAL GRANT OF RIGHTS AND RESTRICTIONS 1.1 Grant of Rights. In consideration of Licensee's payment of all applicable fees and in accordance with the License Agreement, Esri shall: a. Provide Services as set forth in this License Agreement; b. Grant to Licensee a nonexclusive, nontransferable right and license or subscription to access and use Esri Offerings as set forth in the Specifications and applicable Ordering Documents, including but not limited to Enterprise Agreement No. 330721; and c. Authorize Licensee to copy and make derivative works of the Documentation for Licensee's own internal use in conjunction with Licensee's authorized use of Deliverables or Esri Offerings. Licensee will include the following copyright attribution notice acknowledging the proprietary rights of Esri and its licensors in any derivative work: "Portions of this document include intellectual property of Esri and its licensors and are used under license. Copyright © [Licensee will insert the actual copyright date(s) from the source materials.] Esri and its licensors. All rights reserved." The grants of rights in this section: (i) continue for the duration of the subscription or applicable Term or perpetually if no Term is applicable or identified in the Ordering Documents and (ii) are subject to additional rights and restrictions in this License Agreement, including Attachment B. 1.2 Consultant or Contractor Access. Licensee may authorize its consultants or contractors to (i) host Esri Offerings for Licensee's benefit and (ii) use Esri Offerings exclusively for Licensee's benefit. Licensee will use its best efforts to make consultants' and contractors' comply with this License Agreement and will use best efforts to make each consultant or contractor discontinue use of the Esri Offerings upon completion of work for Licensee. Access to or use of Esri Offerings by consultants or contractors that is not exclusively for Licensee's benefit is prohibited. 1.3 Reservation of Rights. All Esri Offerings are the copyrighted works of Esri or its licensors; all rights not specifically granted in this License Agreement are reserved. 1.4 Trial, Evaluation, and Beta Licenses. Products acquired under a trial or evaluation license or subscription or under a Beta program are intended for evaluation and testing purposes only and not for commercial use. Any such use is at Licensee's own risk, and the Products do not qualify for Maintenance. If Licensee does not convert to a purchased license or subscription prior to the expiration of the evaluation term, Licensee may lose any Licensee Content and customizations made during the evaluation term. If Licensee does not wish to purchase a license or subscription, Licensee should export such Licensee Content before the end of Licensee's evaluation period. 1.5 Educational Programs. Intentionally omitted. 1.6 Grant Programs. Intentionally Omitted. 1.7 Other Esri Limited-Use Programs. If Licensee acquires Esri Offerings under any limited-use program not listed above, Licensee's use of the Esri Offerings may be subject to the terms set forth in the applicable launching page or enrollment form or as described on Esri's website in addition to the nonconflicting terms of this License Agreement. For the avoidance of doubt, the terms of this License Agreement supersede any conflicting terms in the applicable launching page or enrollment form or as described on Esri's website . E204S Page 30 of 64 April 6, 2018 11/20/2018 CS 2.0 SOFTWARE 2.1 License Types. Esri licenses Software under the following license types; the Documentation and Ordering Documents identify which license type(s) applies to the ordered Software: a. Concurrent Use License. Licensee may install and use the Software on computer(s) on a network, but the number of simultaneous users may not exceed the number of licenses acquired. A Concurrent Use License includes the right to run passive failover instances of Concurrent Use License management software in a separate operating system environment for temporary failover support. b. Deployment License. Licensee may incorporate ArcGIS Runtime components in Value-Added Applications and distribute the Value-Added Applications to Licensee's end users. c. Deployment Server License. Licensee may use the Software under a Server License for all uses permitted in the License Agreement and as described in the Documentation. d. Development Server License. Licensee may use the Software under a Server License only to build and test Value-Added Applications as described in the Documentation. e. Development Use. Licensee may install and use the Software to build and test Value-Added Applications as described in the Documentation. f. Dual Use License. Licensee may install the Software on a desktop computer and use it simultaneously with either a personal digital assistant (PDA) or handheld mobile computer as long as the Software is only used by a single individual at any time. g. Failover License. Licensee may install Software on redundant systems for failover operations, but the redundantly installed Software may be operational only during the period the primary site is nonoperational. Except for system maintenance and updating of databases, the redundant Software installation(s) will remain dormant while the primary site (or any other redundant site) is operational. h. Redistribution License. Licensee may reproduce and distribute the Software provided that 1. Licensee reproduces and distributes the Software in its entirety; 2. A license agreement that protects the Software to the same extent as this License Agreement accompanies each copy of the Software, and the recipient agrees to the terms and conditions of the license agreement; 3. Licensee reproduces all copyright and trademark attributions and notices; and 4. Licensee does not charge a fee to others for the use of the Software. i. Server License. Licensee may install and use the Software on a server computer. Server Licenses may be subject to a limited number of server cores or distributed deployment on multiple servers as described in the Ordering Documents or Docum entation. If the Software description includes failover use, each Server License includes a Failover License. j. Single Use License. Licensee may permit a single authorized end user to install and use the Software on a single computer. Licensee may permit the single authorized end user to install a second copy for the end user's exclusive use on a second computer as long as only 1 copy of Software is in use at any time. No other end user may use Software under the same license at the same time for any other purpose. k. Staging Server License. Licensee may use the Software under a Server License to build and test Value- Added Applications and map caches; conduct user acceptance, performance, and load testing of other third - party software; stage new commercial data updates; and conduct training activities as described in the Documentation. Licensee may use Value-Added Applications and map caches with Development and Deployment Server Licenses. 2.2 Permitted Uses a. Licensee may: 1. Install, access, or store Software and Data on electronic storage device(s); 2. Make archival copies and routine computer backups; 3. Install and use a newer version of Software concurrently with the version to be replaced during a reasonable transition period not to exceed 6 months, provided that the deployment of either version does not exceed Licensee's licensed quantity; thereafter, Licensee will not use more Software in the aggregate E204S Page 31 of 64 April 6, 2018 11/20/2018 CS than Licensee's total licensed quantity. This concurrent use right does not apply to Software licensed for Development Use. 4. Move the Software in the licensed configuration to a replacement computer; 5. Distribute Software and any associated Authorization Codes required for use of a Deployment License to third parties; and 6. Use server Software for Commercial ASP Use only if Licensee has procured a Commercial ASP Use license or is a governmental or not-for-profit organization that operates a website or offers an Internet service on a cost-recovery basis and not for profit. b. Licensee may customize Software using any macro or scripting language, APIs, or source or object code libraries but only to the extent that such customization is described in Documentation. c. Licensee may use all fonts provided with the Software for any authorized use of the Software. Licensee may also use Esri fonts separately to print any output created by the Software. Any use restrictions for third -party fonts included with the Software are set forth in the font file itself. d. Product-specific Software terms of use for Products licensed at the time this License Agreement is executed are provided in Attachment C (Product-specific Software terms of use). 3.0 ONLINE SERVICES 3.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "Anonymous Users" means all who have public access (i.e., without having to provide a Named User Credential) to any part of Licensee Content or Value-Added Applications. Licensee may enable Anonymous Users to access Licensee Content or Value-Added Applications by publishing them through the use of the Sharing Tools, included with Licensee's authorized use of the Online Services. b. "App Login Credential(s)" means a system-generated application login and associated password, provided when registering a Value-Added Application with ArcGIS Online, which when embedded in a Value-Added Application allows the Value-Added Application to access and use of Online Services. c. "Service Credit(s)" means a unit of exchange that is allocated with an Online Servic es subscription in an amount specified in the Ordering Document. d. "Sharing Tools" means publishing capabilities included with Online Services and ArcGIS Website that allow Licensee to make Licensee Content and Value-Added Applications available to third parties or Anonymous Users. 3.2 Online Services Descriptions. Online Services subscription-specific terms of use for Online Services licensed at the time this License Agreement is executed are provided in Attachment C (Product-specific Software terms of use). Use of Online Services is also subject to the Cloud Services terms found in Attachment B. 3.3 Access to Value-Added Applications a. Named Users have unique, individual login credentials. Named Users have private access to features of Online Services that are not publicly accessible to Anonymous Users. b. Licensee may use its Online Services subscription to build Value-Added Applications for internal use by Named Users in accordance with the published Online Services descriptions. c. Licensee may transfer Value-Added Applications to any third party for use in conjunction with the third party's own Online Services subscription. d. Licensee may not add third parties as Named Users to Licensee's Online Services subscription. This restriction does not appl y to third parties included within the definition of Named Users. e. Licensee may not provide a third party with access to ArcGIS Online Services enabled through Licensee's ArcGIS Online subscription other than through Licensee's Value-Added Applications. This restriction does not apply to third parties included within the definition of Named Users. f. Licensee may enable Anonymous Users to access Licensee's Value-Added Applications running under Licensee's own subscription, subject to the following terms: 1. Licensee may charge for such access under subscription types that permit use for commercial retail business purposes. E204S Page 32 of 64 April 6, 2018 11/20/2018 CS 2. Licensee may embed an App Login Credential into Value-Added Applications to enable public use by Anonymous Users but may not embed a Named User Credential. 3. Licensee is responsible for all Service Credits consumed in Anonymous Users' use of Licensee's Value- Added Applications. 4. Licensee is solely responsible for providing technical support for Licensee's Value-Added Application(s). 5. Licensee may not enable Anonymous Users to access Value-Added Applications that are intended for Licensee's internal use only; Value-Added Applications used internally require each user to use Named User login credentials. 3.4 Licensee's Responsibilities a. Licensee is solely responsible for the development and operation of Licensee Content and Value-Added Applications and for its Named Users' compliance with this License Agreement. Licensee and its Named Users or Anonymous Users (if applicable) are the only persons authorized to access Online Services through Licensee's subscription. Named Users' login credentials are for designated Named Users only and may not be shared with other individuals. Licensee may reassign a Named User License if the former Named User no longer requires access to Online Services. b. Licensee must include attribution acknowledging that its application uses Esri Online Services, if attribution is not automatically displayed through the use of Online Services. Guidelines are provided in the Documentation. c. Licensee will ensure that Licensee Content is suitable for use with Online Services and will maintain regular offline backups. 3.5 Modifications of Online Services. Esri may change Online Services and associated APIs at any time, subject to 30 days' notice of material changes and 90 days' notice for deprecations. If any modification, discontinuation, or deprecation of Online Services causes a material, adverse impact to Licensee's operations, Esri may, at its discretion, attempt to repair, correct, or provide a workaround for Online Services. If a viable solution is not commercially reasonable, Licensee may cancel its subscription to Online Services, and Esri will issue a prorated refund. 3.6 Subscription Fee Changes. Esri may change fees for subscriptions with a term greater than 1 month by notifying Licensee at least 60 days prior to expiration of the then-current subscription term. Pricing increase will only go into effect upon renewal. Esri may change monthly subscription fees upon 30 days' notice. For the avoidance of doubt, this section shall not apply to an Enterprise Agreement. 3.7 Sharing Licensee Content. If Licensee elects to share Licensee Content using Sharing Tools, then Licensee acknowledges that Licensee has enabled third parties to use, store, cache, copy, reproduce, (re)distribute, and (re)transmit Licensee Content through Online Services. Esri is not responsible for any loss, deletion, modification, or disclosure of Licensee Content resulting from use or misuse of Sharing Tools or Online Services, Licensee Content, ArcGIS Website, Documentation, or related materials. Licensee's use of Sharing Tools is at Licensee's sole risk. 3.8 Limits on Use of Online Services, Service Credits. Each Online Services subscription includes Service Credits as described in the applicable Ordering Document. Each Service Credit entitles Licensee to consume a set amount of Online Services, the amount varying depending on the Online Services that Licensee is using. As Licensee consumes Online Services, Service Credits are automatically debited from Licensee's subscription, up to the maximum number of Service Credits available. Licensee may purchase additional Service Credits as needed. Esri will notify Licensee's subscription account administrator when Licensee's Service Credit consumption reaches approximately 75 percent of the Service Credits allocated to Licensee through Licensee's subscription. Esri reserves the right to suspend Licensee's access to Online Services that consume Service Credits when Licensee has consumed all its Service Credits. Esri will promptly restore Licensee's access to its Online Services once Licensee has purchased additional Service Credits. E204S Page 33 of 64 April 6, 2018 11/20/2018 CS 4.0 DATA 4.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "Business Listing Data" means any dataset that includes a list of businesses and may include other associated business attributes. b. "Esri Content Package(s)" means a digital file containing ArcGIS Online basemap content (e.g., raster map tiles, images, vector data) extracted from the ArcGIS Online basemap services. c. "Street Data" means Data that includes or depicts information about roads, streets, and related features. 4.2 Permitted Uses a. Unless otherwise authorized in writing, Licensee may only use Data with the Products for which Esri has provided the Data. b. Licensee may include representations of the Data in hard-copy or static, electronic format (e.g., PDF, GIF, JPEG) in presentation packages, marketing studies, or other reports or documents containing map images or data summaries derived from the use of Esri Products to third parties subject to restrictions set forth in this License Agreement, provided that Licensee affixes an attribution statement to the Data representations acknowledging Esri or its applicable licensor(s) as the source of the portion(s) of the Data used for the Data representation. c. Licensee may take ArcGIS Online basemaps offline through Esri Content Packages and subsequen tly deliver (transfer) them to any device for use with licensed ArcGIS Runtime applications and ArcGIS Desktop. Licensee may not otherwise cache or download such Data. d. Esri does not acquire any rights in Licensee Content under this License Agreement. 4.3 Use Restrictions a. Licensee may not act directly or authorize its customers to cobrand Data, use the Data in any unauthorized service or product, or offer Data through or on behalf of any third party. b. Licensee may not use or allow third parties to use Data for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from compilation of information that is sold, rented, published, furnished, or in any manner provided to a third party. c. Business Listing Data. Unless authorized in writing, Licensee may not use Business Listing Data for any direct marketing purposes, resale publication, or distribution to any third party as part of any mailing list, directory, classified advertising, or other compilation of information. d. Street Data. Licensee may use Street Data for mapping, geocoding, routing, and transportation network analysis purposes. Unless otherwise authorized in writing, Licensee may not use Street Data for 1. Real-time navigational guidance, including alerting a user about upcoming maneuvers, such as warning of an upcoming turn or calculating an alternate route if a turn is missed; 2. Synchronized multivehicle routing; or 3. Synchronized route optimization. e. Business Analyst Data. Licensee may cache Data provided with ArcGIS Business Analyst Mobile App on a mobile device for use in conjunction with its use of ArcGIS Business Analyst Server. Licensee may not otherwise cache or download such Data. f. Partial Dataset Licenses: If Licensee orders a subset of a dataset (for example, a country, region, state, or local portion of a global database), Licensee may use only the licensed subset, not any other portion of the full dataset. g. Esri MapStudio Data. Licensee may create, publicly display, and distribute maps i n hard-copy or static electronic format for news-reporting purposes only. h. Michael Bauer Research International Boundaries Data (“MBR Data”): Licensee’s right to use data downloaded to the Licensee's premises (e.g. MBR Data stored in ArcGIS Enterprise, ArcGIS Desktop) terminates 2 years after download. E204S Page 34 of 64 April 6, 2018 11/20/2018 CS 4.4 Supplemental Terms and Conditions for Data. a. Certain Data licensors require Esri to flow down additional attribution requirements and terms of use to Licensee. These terms supplement and amend the terms of this License Agreement, and are available at www.esri.com/legal/third-party-data. b. Notwithstanding anything in the requirements or terms for the Data licensors referenced above in section 4.4(a) or any other third-party requirements or terms of use, Licensee has no obligation to and will not indemnify, defend, or hold harmless any Data licensors or any other third-party. 5.0 MAINTENANCE US Customers: Esri will provide Maintenance for Software and Online Services in accordance with the Esri Maintenance and Support Program and this License Agreement. 6.0 PROFESSIONAL SERVICES 6.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "Invention(s)" means a patentable invention, discover y, innovation, or improvement, excluding Deliverables, relating to the subject matter of a Task Order. b. "Inventor(s)" means a party’s' principal, employee, consultant, or independent contractor that solely or jointl y develops Inventions during Esri's performance under a Task Order. c. "Professional Service Package(s)" means a predefined unit of Professional Services, including travel- related expenses, provided at a firm fixed price. 6.2 Permitted Uses. Licensee may use, copy, and modify the Deliverables solely in conjunction with Licensee's authorized use of Products. 6.3 Task Orders and Project Schedule a. Esri will provide Professional Services and Deliverables as specified in the Task Order. b. Each Task Order will reference this Agreement and specify the commencement date and, if known, the period of performance. c. Task Orders may have the format shown in Attachment E, which is only a sample format, or any other agreed-upon format. d. Each party will identify, in writing, the project manager who is responsible for the Professional Services and Deliverables described in Task Orders. By written notice to the other party's technical administrator, either party may replace the project manager at any time with a similarly qualified person. e. Task Orders are not binding unless both parties have signed the Task Order , pursuant to a written contract amendment. For clarification purposes, Licensee requires each Task Order to be incorporated into the Agreement via a duly signed amendment. The terms of a signed Task Order take precedence over conflicting terms in this Agreement. 6.4 Ownership of Deliverables and Inventions a. Esri or its licensors own and retain ownership of the Deliverables. Notwithstanding the foregoing, any modifications in the form of new code to Deliverables made solely by Licensee shall be owned by Licensee; provided, however, modifications or configurations that do not result in code to the Deliverables shall remain owned by Esri. b. Each party will retain title to any Inventions made or conceived solely by its Inventors during the Term of this Agreement, including, but not limited to, such Inventions that Esri's Inventors solely make or conceive while providing technical assistance pursuant to this Agreement. The parties will jointly own any Inventions made or conceived jointly by Inventors from both parties. E204S Page 35 of 64 April 6, 2018 11/20/2018 CS c. The parties will negotiate in good faith and cooperate reasonably in (i) deciding whether or not to seek or maintain, or to continue to seek or maintain, patent protection in any country on any Invention and the extent and scope of such protection and (ii) protecting and enforcing any patents issued on such Invention. 6.5 Acceptance a. For Firm Fixed Price Task Orders. Licensee will complete its acceptance review within ten (10) working days of receiving each Deliverable and classify the Deliverables as follows: 1. "DELIVERABLE ACCEPTED" means a Deliverable conforming to the applicable Task Order with no more than minor nonconformities. 2. "DELIVERABLE ACCEPTED WITH REWORK" means a deliverable substantially conforming to the applicable Task Order but having a significant number of identified nonconformities and accepted subject to rework by Esri. Esri will rework the Deliverable for the ident ified nonconformities and resubmit it within 30 days. Licensee will rerun its acceptance review for the nonconformities detected in the initial review within 10 working days of such resubmission and will reclassify the Deliverable as either DELIVERABLE ACCEPTED or DELIVERABLE REJECTED. 3. "DELIVERABLE REJECTED" means a Deliverable that fails to substantially conform to applicable Task Order(s). Esri will rework the Deliverable and resubmit it to Licensee within 30 days, at which time Licensee will have 10 working days to rerun its acceptance review and reclassify the deliverable as either DELIVERABLE ACCEPTED or DELIVERABLE REJECTED. Licensee may not use any Deliverable in its business operations before acceptance as described in a.1. or a.2. If Licensee does not notify Esri in writing within 10 working days after delivery that it has classified the Deliverable as ACCEPTED WITH REWORK or REJECTED in accordance with a.2. or a.3., or if Licensee uses the Deliverable in its business operations, the Deliverable will be deemed, as of the first of either of these events to occur, to have been accepted. b. For Task Orders with Professional Service Packages. Professional Services that Esri performs under Professional Service Packages will be deemed accepted unless Licensee notifies Esri within 10 working days after performance. Licensee may purchase additional Professional Service Packages as needed to complete Licensee's work requirements. c. For Time and Materials Task Orders. Professional Services are provided strictly on a time and materials basis subject to the Task Order not-to-exceed funding limit. The Professional Services provided will be deemed accepted and in compliance with the professional and technical standards of the software industry unless Licensee notifies Esri within 10 working days after performance. Deliverables produced under a time and materials Task Order will not be subject to acceptance testing. 6.6 Warranty for Deliverables. Esri warrants to Licensee that firm fixed price Deliverables materially comply with Specifications for a period of 90 days from acceptance, subject to the limitations and disclaimers of liability set forth in the “Limited Warranties and Disclaimers” section of Attachment B. 6.7 Changes. The parties may make changes within the general scope of a Task Order by mutual agreement. To document any agreed-to scope changes within the general scope of the Task Order that affects the cost or time required to provide a Deliverable, the parties will jointly sign a written amendment to the Task Order that includes an equitable adjustment in the price, schedule, or both. 6.8 Licensee Termination for Convenience. Licensee may terminate any Task Order at any time upon 30 days' written notice to Esri and upon payment to Esri of all amounts incurred to date pursuant to this Agreement. 6.9 Payment; Invoices a. For Firm Fixed Price Task Orders. Unless otherwise specified in a Task Order, Esri will prepare and submit monthly invoices based on the percentage of completion for each Delivera ble as of the end of the preceding E204S Page 36 of 64 April 6, 2018 11/20/2018 CS month. Upon acceptance of all Deliverables under a Task Order, the unpaid balance of the total Task Order value is due. b. For Professional Service Packages. Esri will submit an invoice for Professional Service Packages on receipt of an agreed-upon Task Order. Esri may, at its sole discretion, stop work to avoid exceeding the total labor hours or number of days allotted in the applicable Professional Service Package description set forth in the applicable scope of work. Professional Service Packages expire if not used within 12 months of the Esri invoice date. c. For Time and Materials Task Orders 1. Esri will submit to Licensee written monthly invoices to the Licensee address provided in the Task Order. The invoices will include the payment due for work performed, including travel time, and any other direct costs (ODCs) incurred as authorized under a Task Order. The amount invoiced for labor will be equal to the number of hours expended during the previous month, multiplied by the applicable labor rates. Esri will invoice meals on a per diem basis in accordance with the full daily limits specified on the government General Services Administration (GSA) website at http://gsa.gov/. Esri may change hourly labor rates for Services; any increase in the first 5 years will not exceed 5 percent per year. Esri will invoice ODCs, including travel-related expenses incurred, plus a 15 percent burden. 2. 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. If 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. 6.10 System and Data Access. Each Task Order will specify any requirement for Licensee to give Esri personnel access to Licensee's systems or data. 6.11 Confidentiality. Esri shall regard and protect all Licensee Content, conversations, and information related to the Professional Services as confidential in nature, using the same degree of care, but no less than reasonable care, as Esri uses to protect its own confidential information. 7.0 ESRI MANAGED CLOUD SERVICES – RESERVED. 8.0 TRAINING 8.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "Licensee-Supplied Training Data" means any digital dataset(s) including, but not limited to, geographic vector data, coordinates, raster data reports, or associated tabular attributes supplied by Licensee for use in training. b. "Esri Mobile Lab" means Esri equipment consisting of laptops preconfigured with Esri Softwa re, Training Materials, hard drives, power cords, and network switches provided to Licensee for use in conjunction with scheduled Esri Training Events only. c. “Esri Training Event(s)” means an Esri site class, Esri instructor-led online class, a Licensee site/private class or coaching services d. "Esri Training Event Assistant" means Licensee's primary Esri liaison in organizing private Esri Training Events. e. "Student(s)" means a Licensee employee or agent who is a registered participant in a specific Esri Training Event, or Training-related services. If Licensee is an individual, then Student means Licensee. f. "Training Pass" means a non-refundable, non-transferable block of prepaid training days with a fixed price per day training price throughout the term of the Training Pass. 8.2 Permitted and Prohibited Uses a. Esri provides Training Materials for Training purposes only and for the exclusive use of the Student who attends the training course for which the Training Materials are provided. b. The Licensee may reproduce copies of Training Materials for registered Students. E204S Page 37 of 64 April 6, 2018 11/20/2018 CS c. Licensee may not and may not permit any Student to (i) separate the component parts of the Training Materials for any use or (ii) use audio or video recording equipment during an Esri Training Event. d. Esri may issue temporary Product authorizations if Licensee has an insufficient number of Products available for Training. Licensee may use such Products as Training Materials under the terms of this License Agreement. Licensee will uninstall all deployed Products and return any media provided by Esri upon conclusion of the Esri Training Event. e. Licensee will retain ownership of any Licensee-Supplied Training Data. 8.3 Esri's Responsibilities Esri will a. Provide an instructor qualified to conduct the Training; b. Provide all necessary Training Materials for Student; and c. Confirm Esri Training Events approximately 10 business days prior to the scheduled start date. Esri will only confirm Student registrations that include a pa yment method. Registrations without a confirmed payment method are placed on the reservation waiting list. All reservations on the waiting list are subject to availability. Licensee site/Private class and coaching services confirmation is also dependent on receipt of the completed Licensee site training request form. 8.4 Licensee's Responsibilities Licensee will a. Ensure that all Students have received confirmation from Esri to participate in an Esri Training Event. Esri reserves the right to disconnect any Student who permits unregistered student access to an online classroom Esri Training Event. In such case, the full Esri Training Event fee will be invoiced and payable; b. Ensure that all Students meet the minimum prerequisites for the applicable Esri Training Event as listed on Esri's training website; c. Submit Student registrations in Esri site classes with payment method information at least 15 business days before the scheduled start date. d. Provide the Esri Training Event Assistant with a list of the names and email addresses of any Students who are to attend an Esri Training Event at least 3 business days before the scheduled start date, for compliance with the US embargoed country lists and the various US Government Lists of Parties of Concern or Specially Designated Nationals lists. e. For classes held at the Licensee-designated facility, complete a client site training request form; consult with Esri personnel to determine classroom, computer, and network requirements; and provide all such r equired classrooms, computers, and network access; f. Ensure that Student use of Training Materials provided by Esri complies with the terms of this License Agreement; and g. Assume full liability and responsibility for Student attending Training course(s) under this License Agreement. h. If the Esri Mobile Lab is used, Licensee will 1. Immediately report any previously damaged Esri Mobile Lab equipment to the Esri Training Event Assistant upon receipt of the equipment; 2. Keep Esri Mobile Lab equipment in a secure, locked area between Esri Training Event sessions; 3. Be responsible for loss of, damage to, or theft of Esri Mobile Lab equipment while in Licensee's possession; 4. Allow the Esri instructor to check all Esri Mobile Lab equipment following the completion of an Esri Training Event. Esri will notify Licensee in writing of any damage to Esri Mobile Lab equipment due to Licensee use, excluding normal wear and tear. Licensee will be financially responsible for any repair or replacement of equipment resulting from such damage; and 5. Make Esri Mobile Lab equipment available for freight pickup upon the conclusion of the Esri Training Event. E204S Page 38 of 64 April 6, 2018 11/20/2018 CS 8.5 Student Registration and Training Event Change Policy a. Licensee will provide written notice to the Esri Licensee Service department at service@esri.com of any student substitution, before class commencement. A replacement Student must be from the same Licensee organization as the Student being replaced. b. If Licensee reschedules an Esri Training Event three or fewer days before the scheduled start date, Esri will charge Licensee 50 percent of the fee plus the cost of the rescheduled Esri Training Event. c. If the Licensee (i) cancels an Esri Training Event 3 or fewer days before the scheduled start date without concurrently rescheduling or (ii) is absent without notice from the Esri Training Event, the Licensee will be liable for the full Esri Training Event fee. d. If cancellation of an Esri Training Event is necessary due to caus es beyond the party's reasonable control, the affected party may reschedule or cancel the Training without incurring any liability. e. Termination of License Agreement. Students who are currently registered for an Esri Training Event as of the date of termination of this License Agreement may attend the scheduled Training, subject to the terms and conditions of this License Agreement. 8.6 Invoicing; Prepaid Fees a. Esri will invoice Licensee upon completion of the Esri Training Event or on purchase of a Training Pass. On Licensee request, Esri will invoice in advance for an Esri Training Event. b. If Licensee is invoiced and pays that invoice prior to the scheduled Esri Training Event, then Licensee has 1 year 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. c. Training Pass exchange rates are described at https://www.esri.com/training/training-for-organizations/. This paragraph does not apply to Training provided under the Advantage Program. 9.0 ADVANTAGE PROGRAM 9.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "Activity Description" means a mutually agreed upon written statement that confirms the number of Learning and Services Credits that Esri estimates is required to perform an activity and authorizes Esri to begin work based on such estimate. The Activity Description serves as the Task Order for Services provided under the Advantage Program. b. “Advantage Program” means either the BPAP or the EEAP. c "Authorized Contact " means the Licensee point of contact for the Advantage Program identified below. d. "BPAP" means the Business Partner Advantage Program as described at www.esri.com/partners/bpap/components e. "EEAP" means the Esri Enterprise Advantage Program as described at www.esri.com/services/eeap/components f. "Learning and Services Credits" means a contracted unit of exchange that Licensee may use to acquire Professional Services, Training, PSS, or related travel expenses as described below. g. "Premium Support Services" or "PSS" means a prioritized incident management and technical support program further described at http://support.esri.com/en/support/premium. h. "Technical Advisor" means an Esri consultant assigned to work with Licensee to provide Professional Services comprising advising on GIS strategies, facilitating annual account planning, and developing and coordinating a collaborative technical work plan under the Advantage Program. 9.2 Advantage Program Description. The Advantage Program is provided on an order-by-order, annual subscription basis allowing access to Professional Services, Training, and PSS offerings that provides Licensee with the flexibility to select the offerings that best meet its needs with guidance from the Technical Advisor. The Advantage Program may change from time to time. The Advantage Program includes: E204S Page 39 of 64 April 6, 2018 11/20/2018 CS a. Technical Advisor. Licensee will receive up to the number of Technical Advisor hours ordered. Licensee may elect to retain additional Technical Advisor hours for a supplemental price. b. Annual Account Planning Session. A 1-day annual account planning and review meeting is included. c. Technical Work Plan. A collaboratively developed document designed to drive the program's implementation through definition of Licensee's GIS vision, goals, and objectives. d. Learning and Services Credits. Licensee will receive the number of Learning and Services Credits ordered. Licensee may use the credits toward any combination of Professional Services, Training, PSS or related travel expenses. Licensee may order, for an additional price, additional Learning and Services Credits. Learning and Services Credits may be exchanged as described at the BPAP or EEAP website. Esri will provide a monthly report outlining usage of Learning and Services Credits to date to the Authorized Contact. e. Quarterly Technology Webcast. Esri will provide an email invitation to the Authorized Contact for a quarterly webcast presenting business and technical information related to enterprise GIS. f. No Project Services. The Advantage Program is not designed for Esri to provide project-specific Professional Services such as custom application or database development for solutions or applications. Esri will not provide these types of Professional Services under the Advantage Program and does not warrant that Deliverables provided under an Advantage Program will comply with Specifications. 9.3 Authorized Contact Information. Licensee identifies the following person as its initial Authorized Contact. (to be completed by Licensee): Contact Name: Susan Moore Telephone: 248-858-2040 Address: 1200 N Telegraph Rd, Bldg 49W Fax: City, State, ZIP: Pontiac MI 48341 Email: moores@oakgov.com 9.4 Current on Maintenance. Licensee must remain current on standard Software Maintenance during the Advantage Program term. 9.5 Authorization of Learning and Services Credits Use. Licensee will contact its account manager or Technical Advisor to consume Learning and Services Credits for a particular request. Esri will submit an Activity Description by email to Licensee for confirmation and authorization to use the Learning and Services Credits. Licensee may authorize the consumption of Learning and Services Credits by submitting an email. Esri will begin work and deduct the estimated credit amount stated in the Activity Description from the unused Learni ng and Services Credits available. 9.6 Activity Descriptions for EMCS - Reserved 9.7 Travel and Per Diem Expenses. Any Esri travel and per diem expenses will be quoted separately. Travel expenses will include a 15 percent burden and per diem will be det ermined in accordance with the full daily limits specified on the government General Services Administration (GSA) website at http://gsa.gov/. Licensee may direct Esri to use Learning and Services Credits for travel and per diem expenses, or Licensee may issue a purchase order and Esri will invoice Licensee for the travel and per diem expenses as set forth in the "Professional Services" section of this License Agreement. 9.8 Notification of Consumed Credits. Esri will notify Licensee if the authorized Learning and Services Credits are consumed prior to completion of the requested work. Licensee may elect to direct the use of additional Learning and Services Credits, if available; procure additional Learning and Services Credits; or notify Esri to stop work on such requested work. Esri reserves the right to stop work if Licensee has consumed all of its Learning and Services Credits. 9.9 Review of Proposed Activities. Any activities proposed to be completed under the Advantage Program will be subject to Esri’s review and approval to ensure alignment with the intent of the program. E204S Page 40 of 64 April 6, 2018 11/20/2018 CS 9.10 Invoicing a. Esri shall invoice Licensee as quoted for the Advantage Program subscription, additional Learning and Services Credits, or Technical Advisor services upon receipt of Licensee's order. Subsequently, Esri will invoice annually at least 30 days in advance of the Advantage Program subscription expiration date. Esri will extend the Advantage Program subscription for a subsequent annual term upon receipt of Licensee's payment of the renewal invoice. Esri will invoice fees for additional Learning and Services Credits or Technical Advisor services upon receipt of Licensee's order. b. Pricing for annual program renewals after the governing Enterprise Agreement expires or is terminated will be in accordance with Esri's standard pricing at the time of purchase or renewal. Additional Learning and Service Credits will be purchased in accordance with Esri’s standard pricing at the time of purchase. 9.11 Termination and Expiration. Upon termination or expiration of an Advantage Program subscription: a. Services will end as of the expiration or termination date stated; and b. Unless either party terminates the Advantage Program subscription for cause, Licensee may apply any unused Learning and Services Credits toward any Professional Services, Training, PSS, or related travel expenses that are scheduled as of the termination or expiration date, provided that the Learning and Services Credits are used within 3 months after the termination or expiration date. Any other unused Learning and Services Credits will expire 30 days after the expiration or termination date; if Licensee renews the Advantage Program subscription within this time period, any unused Learning and Services Credits will remain valid for up to 2 years from the purchase date or termination of this License Agreement, whichever comes first. 10.0 ADDITIONAL LICENSEE PROVISIONS FOR SERVICES 10.1 Esri Employee Expenses. All Esri employees shall be employed at Esri’s sole expense (including employment-related taxes and insurance). Esri shall be solely liable for all applicable Esri employees’ federal, state, or local payment withholdings or contributions and/or all Esri employee related pension or welfare benefits plan contributions under federal or state law. Esri shall indemnify and hold the County harmless for all Claims against the County by any Esri employee, arising out of any contract for hire or employer-employee relationship between Esri and any Esri employee including, but not limited to, Worker’s Compensation, disability pay, or other insurance of any kind. 10.2 Contractor’s Compliance with the Patient Protection and Affordable Care Act . If Esri is subject to the Patient Protection and Affordable Care Act (“ACA”), PL 111-148, 124 Stat 119, then Esri shall ensure that all Esri employees, under assignment to the County, and their dependents, as defined by the ACA, are provided with or have access to insurance as required by the ACA. If Esri is subject to the ACA, Esri warrants it offers group health coverage to Esri employees and their dependents that is affordable, that provides minimum essential coverage and value, and that each offer of coverage meets the timing requirements of the ACA. Esri warrants, whether or not it is subject to the ACA, that it will pay all applicable fees, taxes, or fines, as set forth in the employer mandates of the ACA under Tax Code §4980H and related regulations for any Esri employee, whether the fee, tax, or fine is assessed against Esri or the County. 10.3 County Standards. Esri and Esri Personnel that will be given access to the County Network shall comply with the County Electronic Communications and Use of Technology Policy, which is attached hereto as Attachment D and incorporated herein. “County Network” means County owned, leased, or licensed equipment, hardware, and software that is interconnected via fiber optic, wireless, or other communication mediums for the purposes of County hosting, processing, using, sharing, and/or transporting data, video, voice, or any other form of information. 10.4 Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.301, et seq. and MCL 15.321, et seq.), no contracts shall be entered into between the County and any County Agent. To avoid any real or perceived conflict of interest, Esri shall instruct Esri Personnel assigned to work with the County that if they or any of their relatives are employed by the County, they must provide that information to the Esri P roject Manager who will notify the County. E204S Page 41 of 64 April 6, 2018 11/20/2018 CS 10.5 Esri Use of County Licensed Software. In order for Esri to perform Services under this Agreement, the County may permit Esri or Esri Personnel to access certain Software licensed to the County. Esri or Esri Personnel shall not transfer, remove, use, copy, or otherwise provide or make available such Software or documentation to any other person or entity, for any purpose, without the prior written consent of the County and/or the licensor. Furthermore, neither Esri nor Esri Personnel shall produce a source listing, decompile, disassemble, or otherwise reverse engineer any Software. Neither Esri nor Esri Personnel shall use any Software contrary to the provisions of any applicable Software license agreement or state or federal law. 10.6 Background Checks. At the County’s request, Esri Personnel performing Services under this Agreement shall be subject to a background check by the County. The scope of the background check is at the discretion of the County and the results will be used to determine Esri Personnel’s eligibility to perform work under an Advantage Program . Any request for background checks will be initiated by the County and will be reasonably related to the type of work requested. Esri and Esri Personnel shall provide all information or documents necessary to perform the background check. Other than costs that Esri may incur in collecting background data in support of the background check, Esri shall not be responsible for any other costs assoc iated with procuring or performing the background check . E204S Page 42 of 64 April 6, 2018 11/20/2018 CS ATTACHMENT A GLOSSARY OF TERMS The following glossary of terms applies to all Esri Offerings and Services that Esri may provide to its customers. Certain Esri Offerings or Services may not be within the scope of this License Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this License Agreement. "Affiliate" means any entity that directly or indirectly (i) Controls; (ii) is Controlled by; or (iii) is under common Control with a party; where "Control" means having more than 50 percent of the voting stock or other voting interest in the Controlled entity. "API" means application programming interface. "ArcGIS Website" means www.arcgis.com and any related or successor websites. "Authorization Code(s)" means any key, authorization number, enablement code, login credential, activation code, token, user name and password, or other mechanism required for use of Esri Offerings. "Beta" means any alpha, beta, or other prerelease version of a Product. "Cloud Services" means Online Services. "Commercial ASP Use" means use as a commercial application service provider, that is, to generate revenue by providing access to Software or Online Services through a Value-Added Application, for example, by charging a subscription fee, service fee, or any other form of transaction fee or by generating more than incidental advertising revenue. "Content" means data, images, photographs, animations, video, audio, text, maps, databases, data models, spreadsheets, user interfaces, graphics components, icons, software, and other resources. "Control" means having more than 50 percent of the voting stock or other voting interest in the Controlled entity. "Data" means any commercially available digital dataset(s) including, but not limited to, geographic vector data, raster data reports, or associated tabular attributes, that Esri bundles with other Esri Offerings or delivers independently. "Deliverables" means anything that Esri delivers to a Licensee as a result of performance of Professional Services. "Documentation" means all user reference documentation that Esri provides with a Deliverable or an Esri Offering. "Esri Managed Cloud Services" or "EMCS" means a Licensee-specific cloud infrastructure, Software, Data, and network platform that Esri hosts, manages, and makes available to Licensee or Licensee's end users via the Internet. "Esri Offering(s)" means any Product or Documentation. If Esri provides Training or Professional Services directly to Licensee, then Esri Offerings also include Deliverables provided on a firm fixed price basis and Training Materials. Esri Offerings exclude Services and Third-Party Content. "GIS" means geographic information system. "Licensee Content" means any Content that Licensee provides, uses, or develops in connection with Licensee's use of Esri Offerings or Services, including Value-Added Applications. Licensee Content excludes any feedback , suggestions, or requests for improvements that Licensee provides to Esri. "Maintenance" means a subscription program that Esri provides and that entitles Licensee to Product updates and other benefits such as access to technical support and self-paced, web-based learning resources. E204S Page 43 of 64 April 6, 2018 11/20/2018 CS "Malicious Code" means software viruses; worms; time bombs; Trojan horses; or any other computer code, files, denial of service, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment. "Named User(s)" is Licensee's employee, agent, consultant, volunteer, or contractor to whom Licensee has assigned a unique secure named user login credential (identity) enabling access to a Product that requires such identity to access identity-managed capabilities within a Product for Licensee's exclusive benefit. For educational use, Named Users may include registered students. "Named User Credential(s)" means an individual person's login and associated password enabling that person to access and use Products. "Named User License" means the right for a single Named User to use a specific Esri Offering. "Online Services" means any commercially available, Internet-based geospatial system that Esri provides, including applications and associated APIs for storing, managing, publishing, and using maps, data, and other information. Online Services exclude Data and Content. "Ordering Document(s)" means a sales quotation, Maintenance renewal quote, purchase order, proposal, Task Order, or other document identifying the Esri Offerings, updates, or Services that Licensee orders. "Perpetual License" means a license to use a version of the Esri Offering for which applicable license fees have been paid, indefinitely, unless terminated by Esri or Licensee as authorized under this License Agreement. "Personal Use" means personal, noncommercial use by an individual Licensee. Personal Use excludes use for the benefit of any third party, including commercial, educational, gove rnmental, or nonprofit entities. "Product(s)" means Software, Data, and Online Services. "Professional Services" means any development or consulting services that Esri provides to Licensee. "Sample(s)" means sample code, sample applications, add-ons, or sample extensions of Products. "Service(s)" means Maintenance, Training, and Professional Services. "Software" means any proprietary commercial off-the-shelf software, excluding Data, accessed or downloaded from an Esri-authorized website or that Esri delivers on any media in any format including backups, updates, service packs, patches, hot fixes, or permitted merged copies. "Specification(s)" means (i) the Documentation for Software and Online Services, (ii) the scope of work set forth in any Task Order, or (iii) Esri's published course descriptions for Training. "Task Order(s)" means an Ordering Document for Services. "Term License" means a license for use of an Esri Offering for a limited time period ("Term"). "Third-Party Content" means any Content that Licensee may obtain from a third-party website or that persons other than Esri employees, suppliers, or contractors may directly contribute to Esri's website. "Training" means standard Product training that Esri provides under this License Agreement. "Training Materials" means digital or printed content required to complete Training, which may include, but is not limited to, workbooks, data, concepts, exercises, and exams. "Value-Added Application(s)" means an application developed by Licensee for use in conjunction with the authorized use of any Software, Data, or Online Services. E204S Page 44 of 64 April 6, 2018 11/20/2018 CS ATTACHMENT B GENERAL TERMS AND CONDITIONS The following general terms and conditions apply to all Esri Offerings and Services that Esri may offer to its customers. Certain Esri Offerings or Services may not be available under this License Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this License Agreement. ARTICLE 1—GENERAL USE RESTRICTIONS Except as expressly permitted in this License Agreement, Licensee will not a. Sell, rent, lease, sublicense, distribute, lend, time-share, or assign Esri Offerings; b. Distribute or provide direct access to Esri Offerings to third parties, in whole or in part, including , but not limited to, extensions, components, or DLLs; c. Distribute Authorization Codes to third parties; d. Reverse engineer, decompile, or disassemble any Product or Deliverable delivered in compiled form; e. Make any attempt to circumvent the technological measure(s) that controls access to or use of Esri Offerings; f. Store, cache, use, upload, distribute, or sublicense Content or otherwise use Esri Offerings in violation of Esri's or a third-party's rights, including intellectual property rights, privacy rights, nondiscrimination laws, export laws, or any other applicable law or regulation; g. Remove or obscure any Esri or its licensors' patent, copyright, trademark, proprietary rights notices, or legends contained in or affixed to any Esri Offerings, output, metadata file, or online or hard-copy attribution page of any Data or Documentation; h. Unbundle or independently use individual or component parts of Esri Offerings; i. Incorporate any portion of Esri Offerings into a product or service for third-party use that competes with the Esri Offerings; j. Publish or in any other way communicate the results of benchmark tests run on Beta Products without the prior written permission of Esri and its licensors; or k. Use, incorporate, modify, distribute, provide access to, or combine any Esri Offerings in a manner that would subject any part of the Esri Offerings to open-source or open-database license terms that require any part of the Esri Offerings to be: 1. Disclosed in source code form to third parties; 2. Licensed to third parties for the purpose of making derivative works; or 3. Redistributable to third parties at no charge. These restrictions will not apply to the extent that they conflict with applicable law or regulation. ARTICLE 2—TERM AND TERMINATION 2.1 Licensee may terminate this License Agreement or any Esri Offerings license or subscription at any time upon written notice to Esri. Termination without cause does not entitle Licensee to receive any refund of fees paid. Any right to terminate pending Services engagements for convenience is set forth in the applicable section in the body of this License Agreement. Either party may terminate this License Agreement or any license or subscription for a material breach that is not cured within 30 days of written notice to the breaching party. Upon any termination of this License Agreement for breach, Esri will stop providing Services. Any licenses in Esri Offerings that survive termination of this License Agreement continue under the terms of this License Agreement. 2.2 If Esri terminates this License Agreement following Licensee's material breach that is not cured within 30 days after Licensee receives written notice from Esri, then Esri may also, at its election, terminate Licensee's licenses or subscriptions in Esri Offerings. If Licensee terminates this License Agreement for cause or convenience, then Licensee may, at its election, also terminate Licensee's licenses or subscriptions to Esri Offerings. 2.3 Upon any termination of a license or subscription, Licensee will a. Stop accessing and using the terminated Esri Offerings; b. Clear any client-side data cache derived from the terminated Cloud Services; and E204S Page 45 of 64 April 6, 2018 11/20/2018 CS c. Stop using and uninstall, remove, and destroy all copies of affected Esri Offerings in Licensee's possession or control, including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to Esri or its authorized distributor. Esri may stop performing Services immediately upon written notice to Licensee if a bankruptcy or insolvency proceeding is commenced by or against Licensee until the trustee cures any existing defaults and provides adequate assurance of future performance under this License Agreement. This License Agreement terminates upon the insolvency, liquidation, or dissolution of either party. ARTICLE 3—LIMITED WARRANTIES AND DISCLAIMERS 3.1 Limited Warranties. Except as disclaimed below, Esri warrants to Licensee that (i) Products and Training will substantially comply with the applicable Specifications and (ii) Services will substantially conform to the professional and technical standards of the industry. The warranty period for Esri Offerings and Services offered under a Perpetual License runs for 90 days from the date of delivery or from the date of acceptance if this License Agreement provides an acceptance period. The warranty period for Esri Offerings and Services offered under a subscription or Term License basis runs for the lessor of (i) the duration of the subscription or term or (ii) 90 days from delivery or acceptance if this License Agreement provides an acceptance period. 3.2 Special Disclaimer. Third-Party Content; Data; Samples; hot fixes; patches; updates; Online Services provided at no charge; and trial, evaluation and Beta Products are delivered "as is" and without warranty of any kind. 3.3 General Disclaimer. Except for the express limited warranties set forth in this License Agreement, Esri disclaims all other warranties or conditions of any kind, whether express or implied, including, but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, and noninfringement of intellectual property rights. Esri is not responsible for any nonconformities caused by Licensee's modification of any Esri Offering other than as specified in the Documentation. Esri does not warrant that Esri Offerings, or Licensee's operation of the same, will be uninterrupted, error free, fault tolerant, or fail-safe or that all nonconformities can or will be corrected. Esri Offerings are not designed, manufactured, or intended for use in environments or applications that may lead to death, personal injury, or physical property or environmental damage. Licensee should not follow any navigational route suggestions that appear to be hazardous, unsafe, or illegal. Any such uses will be at Licensee's own risk and cost. 3.4 Disclaimers a. Internet Disclaimer. Neither party will be liable for damages under any theory of law related to the performance or discontinuance of operation of the Internet or to regulation of the Internet that might restrict or prohibit the operation of Cloud Services. b. Third-Party Websites; Third-Party Content. Esri is not responsible for any third-party website or Third- Party Content that appears in or is referenced by Esri Offerings or Esri websites, including www.esri.com and www.arcgis.com. Providing links to third-party websites and resources does not imply an endorsement, affiliation, or sponsorship of any kind. 3.5 Exclusive Remedy. Licensee's exclusive remedy and Esri's entire liability for breach of the limited warranties in this section will be to replace any defective media and to (i) repair, correct, or provide a workaround for the applicable Esri Offering or Services or (ii) at Esri’s election, terminate Licensee’s right to use and refund the fees paid for Esri Offerings or Services that do not meet Esri's limited warranties. . ARTICLE 4—LIMITATION OF LIABILITY 4.1 Disclaimer of Liability. Neither Licensee, Esri, nor any Esri distributor or licensor will be liable for any indirect, special, incidental, or consequential damages; lost profits; lost sales; loss of goodwill; costs of procurement of substitute goods or services; or damages exceeding the applicable license or current subscription fees paid or owed to Esri for the Esri Offerings giving rise to the cause of action. E204S Page 46 of 64 April 6, 2018 11/20/2018 CS 4.2 The limitations and exclusions of liability in the preceding paragraph do not apply to Licensee's infringement, misuse, or misappropriation of Esri's or Esri's licensors' intellectual property rights, Esri’s indemnification obligations, either party’s gross negligence, willful misconduct, or violations of the Export Compliance claus e of this License Agreement or any applicable law or regulation. 4.3 Applicability of Disclaimers and Limitations. Esri or its authorized distributor has set its fees and entered into this License Agreement in reliance on the disclaimers and limitations in this License Agreement; the fees reflect an allocation of risk that is an essential basis of the bargain between the parties. These limitations will apply whether or not a party is aware of the possibility of any damage and notwithstanding any failure of essential purpose of any exclusive, limited remedy. 4.4 The foregoing disclaimers, limitations, and exclusions may be invalid in some jurisdictions and apply only to the extent permitted by applicable law or regulation in Licensee's jurisdiction. Licensee has all additional rights that have not been expressly waived or disclaimed. Esri does not seek to limit Licensee's warranty or remedies to any extent not permitted by law. ARTICLE 5—INDEMNIFICATIONS 5.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. “Claim” means any third-party loss; complaint; demand for relief or damages; lawsuit; cause of action; proceeding; judgment; penalty; costs or other liability of any kind which is imposed on, incurred by, or asserted against the Indemnitees or for which the Indemnitees may become legally or contractually obligated to pay or defend against, whether commenced or threatened, including, but not limited to, reimbursement for reasonable attorney fees, mediation, facilitation, arbitration fees, witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in settlement. b. "Indemnitees" means Licensee, including County and County Agents. c. "Infringement Claim(s)" means any Claim alleging that Licensee's use of or access to Esri Offerings or Services infringe a patent, copyright, trademark, or trade secret. d. "Loss(es)" means out-of-pocket loss, damage award, settlement amount, cost, or expense, including awarded attorneys' fees. 5.2 Infringement Indemnity a. Esri will defend and hold all Indemnitees harmless from any Infringement Claim and indemnify any Loss arising out of an Infringement Claim as set forth in the following paragraphs. b. If Esri determines that an Infringement Claim is valid, Esri may, at its expense, either (i) obtain rights for Licensee to continue using the Esri Offerings or Services or (ii) modify the Esri Offerings or Services while maintaining substantially similar functionality. If neither alternative is commercially reasonable, Esri may terminate Licensee's right to use the Esri Offerings or Services and will refund any (a) license fees that Licensee paid for the infringing Esri Offerings or Services acquired under a Perpetual License, prorated on a 5-year, straight-line depreciation basis beginning from the initial date of delivery or (b) unused portion of fees paid for Term Licenses, Subscriptions, and Maintenance. c. Esri has no obligation to defend an Infringement Claim or to indemnify Licensee to the extent the Infringement Claim arises out of (i) the combination or integration of Esri Offerings or Services with a product, process, system, or element that Esri has not supplied or specified in the Specification; (ii) alteration of Esri Offerings or Services by an Indemnitee, an Indemnitee contractor, subcontractor, or other third party working under Indemnitee’s direction; (iii) compliance with Licensee’s specifications that provide Esri with no reasonable alternative but to infringe a patent, copyright, trademark, or trade secret; or (iv) use of Esri Offerings or Services after Esri either provides a modified version to avoid infringement or terminates Licensee's right to use the Esri Offerings or Services. 5.3 General Indemnity. Esri will defend and hold all Indemnitees harmless from, and indemnify any Loss arising out of, any Claim for bodily injury, death, or tangible or real property damage brought against any of the indemnified parties to the extent arising from any negligent act or omission or willful misconduc t by Esri or its E204S Page 47 of 64 April 6, 2018 11/20/2018 CS directors, officers, employees, or agents performing Services while on Licensee's site or any Claim incurred by or asserted against the Indemnitees by any third-party person or entity, which are alleged to have been caused from the negligent acts or omissions or willful misconduct of Esri or Esri Personnel, related to or arising from Esri’s access to or use of the County Network . 5.4 Conditions for Indemnification. As conditions for indemnification, Indemnitee will (i) promptly notify Esri in writing of the Claim, (ii) provide all available documents describing the Claim (iii) give Esri sole control of the defense of any action and negotiation related to the defense or settlement of any Infringement Claim, and (iv) reasonably cooperate in the defense of the Claim at Esri's request and expense. 5.5 This section sets forth the entire obligation of Esri, its authorized distributor, and its licensors regarding any Claim for which Esri must indemnify the Indemnitees. ARTICLE 6—INSURANCE At all times during this License Agreement, Esri will carry and maintain, at a minimum and at its own expense, the insurance coverage provided below: Primary Coverages Commercial General Liability Occurrence Form including: (a) Premises and Operations; (b) Pr oducts and Completed Operations (including On and Off Premises Coverage); (c) Personal and Advertising Injury; (d) Broad Form Property Damage; (e) Subcontractors; (f) Broad Form Contractual including coverage for obligations assumed in this Contract; $1,000,000 – Each Occurrence Limit $1,000,000 – Personal & Advertising Injury $2,000,000 – Products & Completed Operations Aggregate Limit $2,000,000 – General Aggregate Limit $ 100,000 – Damage to Premises Rented to You (formally known as Fire Legal Liability) Workers’ Compensation Insurance with limits statutorily required by any applicable Federal or State Law and Employers Liability insurance with limits of no less than $500,000 each accident, $500,000 disease each employee, and $500,000 disease policy limit. Fully Insured or State approved self-insurer. Commercial Automobile Liability Insurance covering bodily injury or property damage arising out of the use of any owned, hired, or non-owned automobile with a combined single limit of $1,000,000 each accident. This requirement is waived if there are no company owned, hired or non -owned automobiles utilized in the performance of this Agreement. Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each occurrence. Umbrella or Excess Liability coverage shall be no less than following form of primary coverages or broader. This Umbrella/Excess requirement may be met by increasing the primary Commercial General Liability limits to meet the combined limit requirement. Professional Liability/Errors & Omissions Insurance (Consultants, Technology Vendors, Architects, Engineers, Real Estate Agents, Insurance Agents, Attorneys, etc.) with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. General Insurance Conditions The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms, conditions, and/or endorsements. All certificates of insurance shall provide evidence of compliance with all required terms, conditions in this Article 6 and/or endorsements. E204S Page 48 of 64 April 6, 2018 11/20/2018 CS 1. All policies of insurance shall be on a primary, non-contributory basis with any other insurance or self- insurance carried by the Licensee; 2. The insurance company(s) issuing the policy(s) shall have no recourse against the Licensee for subrogation (policy endorsed written waiver), premiums, deductibles, or assessments under any form. All applicable policies shall be endorsed to provide a written waiver of subrogation in favor of the Licensee; 3. Any and all deductibles or self-insured retentions shall be assumed by and be at the sole risk of the Esri; 4. Esri shall be responsible for its own property insurance for all equipment and personal property used and/or stored on Licensee property; 5. The Commercial General Liability and Commercial Automobile Liability policies along with any required supplemental coverages shall be endorsed via blanket endorsement to name the County of Oakland and its officers, directors, employees, appointees and commissioners as additional insured where permitted by law and policy form; 6. Esri shall require its contractors or sub-contractors, not protected under Esri’s insurance policies and who are directly performing Services under this Agreement, to procure and maintain insurance with coverages, limits, provisions, and/or clauses equal to those required in this Agreement; 7. Certificates of insurance must be provided to the County on or before the execution of the Agreement and must bear evidence of all required terms, conditions in this Article 6 and endorsements; and 8. All insurance carriers must be licensed and approved to do business in the State of Michigan and shall have and maintain a minimum A.M. Best’s rating of A-/VIII unless otherwise approved by the Licensee Risk Management Department. ARTICLE 7—SECURITY AND COMPLIANCE 7.1 Security. Esri publishes its security capabilities at http://trust.arcgis.com. Licensee may give Esri personnel access to Licensee systems or to Licensee or third-party personal information, controlled information, or sensitive data if access is essential for Esri's performance of Services and if Esri expressly agrees to such access. Esri will use reasonable administrative, technical, and physical safeguards to protect such data and guard against unauthorized access. Such measures shall be in accordance with relevant industry framework for ArcGIS Online (such as FISMA or FedRAMP certification). Licensee bears responsibility to (i) confirm that Esri's published security and privacy controls meet all applicable legal requirements for protection of Licensee Content and (ii) upload or share Licensee Content through Cloud Services only when it is legal to do so. Esri is not responsible to review Licensee Content to ensure compliance with applicable laws and regulations. Licensee must contact Esri at securesupport@esri.com for further instruction before providing any Licensee Content that requires security measures other than Esri's published security capabilities . Licensee shall contact the Esri product security officer at SoftwareSecurity@esri.com to acquire the written approval described in Section 8.1(e). Upon receipt of a request in writing, Esri shall provide Licensee on an annual basis and under a nondisclosure agreement, the summary of security report information for Online Services. When performing Professional Services on site at Licensee facilities, Esri staff will not connect any Esri -owned hardware computing devices (via wired or wireless connections) to Licensee networks. If Licensee offers a public network at its facility, Esri devices may be connected to that public network. If remote access is necessary for Esri to perform Professional Services, such Professional Services may be performed under the supervision of Licensee. Except as provided otherwise in a Task Order, if Licensee Content is required by Esri for testing of software functionality, Licensee will provide non-confidential Licensee Content to be utilized for testing purposes. Each Task Order issued under this Agreement shall specify any security-related requirements that shall be applicable for the project under that specific Task Order. 7.2 Malicious Code. Esri will use commercially reasonable efforts to ensure that Esri Offerings will not transmit any Malicious Code to Licensee. Esri is not responsible for Malicious Code that Licensee introduces to Esri Offerings or that is introduced through Third-Party Content. E204S Page 49 of 64 April 6, 2018 11/20/2018 CS 7.3 Export Compliance. Each party will comply with all applicable export laws and regulations, including the US Department of Commerce's Export Administration Regulations (EAR), the US Department of State's International Traffic in Arms Regulations (ITAR), and other applicable export laws. Licensee will not export, reexport, transfer, release, or otherwise dispose of, in whole or in part, or permit access to or transfer or use of Services or Esri Offerings to any United States embargoed countries or denied entities or persons except in accordance with all then-current applicable US government export laws and regulations. Licensee will not export, reexport, transfer, or use Services or Esri Offerings for certain missile, nuclear, chemical, or biological activities or end uses without proper authorization from the US government. Licensee shall immediately notify Esri in writing if any US government entity or agency denies, suspends, or revokes Licensee's export privileges. Licensee will not upload, store, or process in Cloud Services any Licensee Content that (i) has an Export Control Classification Number (ECCN) other than EAR99 or (ii) is controlled for export from the United States under ITAR. Licensee will notify Esri in advance if Esri's performance of any Services or provision of any Esri Offerings is related to any defense article, defense service, or technical data, as defined under the ITAR Sections 12 0.6, 120.9, and 120.10, respectively; Esri will not perform any such Services or provide any such Esri Offerings until Esri obtains any necessary export license from the US government. Licensee will reasonably assist Esri in applying for and obtaining an export license if needed. 7.4 Notifications. Esri will notify Licensee’s account administrator, as identified in MyEsri, within a reasonable timeframe, but no later than five (5) business days, if Esri becomes aware of (i) a successful unauthorized access , use, disclosure, modification or destruction of Licensee's Content or account, (ii) interference with the operations of Online Services adversely affecting Licensee's access to services provided, or (iii) the use of non-United States based servers to provide Online Services. It is Licensee’s sole responsibility to determine whether or not to notify and to provide such notification to Licensee's data subjects that may be affected by a security/privacy incident . 7.5 Licensee Security Questionnaire. Esri will complete the Licensee’s security questionnaire on or before the date this Agreement is fully executed. Each year, if requested by the Licensee in writing to the Esri Account Manager, which can be identified by contacting Esri customer support on MyEsri, Esri shall complete the Licensee’s security questionnaire (which will not be significantly longer or significantly more burdensome than the Licensee Security Questionnaire that Esri answered in 2018) by the later of (i) the anniversary date of this Agreement, or (ii) ninety (90) days following Esri’s receipt of the security questionnaire . ARTICLE 8—CLOUD SERVICES 8.1 Prohibited Uses. Licensee shall not provide Licensee Content or otherwise access or use Cloud Services in a manner that a. Spams, spoofs, or phishes email; transmits junk email or offensive or defamatory material; or stalks or makes threats of physical harm; b. Stores or transmits any Malicious Code; c. Violates any law or regulation; d. Infringes or misappropriates the rights of any third party; e. Probes, scans, or tests the vulnerability of Cloud Services or breach any security or authent ication measures used by Cloud Services without written approval from Esri’s product security officer; or f. Benchmarks the availability, performance, or functionality of Cloud Services for competitive purposes. 8.2 Service Interruption. System failures or other events beyond Esri's reasonable control may interrupt Licensee's access to Cloud Services. Esri may not be able to provide advance notice of such interruptions. 8.3 Licensee Content. a. Licensee grants Esri and its subcontractors a nonexclusive, nontransferable, right to host, run, modify and reproduce Licensee Content as needed to provide Cloud Services to Licensee. Esri will not access, use, or disclose Licensee Content without Licensee’s written permission except as reasonably necessary to support Licensee's use of Cloud Services. Except for the limited rights granted to Esri under this License Agreement, Licensee retains all its rights, title, and interest in the Licensee Content. E204S Page 50 of 64 April 6, 2018 11/20/2018 CS b. If Licensee accesses Cloud Services with an application provided by a third party, Esri may disclose Licensee Content to such third party as necessary to enable interoperation between the application, Cloud Services, and Licensee Content. c. Esri may disclose Licensee Content if required to do so by law or regulation or by order of a court or other government body, in which case Esri will reasonably attempt to limit the scope of disclosure. d. When Licensee’s use of Cloud Services ends, Esri will either, at Licensee’s sole discretion: (i) Make Licensee Content available to Licensee for download for a period of 60 days unless Licensee requests a shorter window of availability or Esri is legally prohibited from doing so; or (ii) Download all Licensee Content in Esri's possession to a medium of Licensee's choosing and deliver such Licensee Content to Licensee. Esri will have no further obligations to store or return Licensee Content at the conclusion of the Cloud Services. If Esri retains Licensee Content in archived copies, Esri will protect Licensee Content with the same degree of care with which it protects its own propriety and confidential information. Esri shall not sell, transfer, reproduce, recompile, reconfigure, or otherwise alienate Licensee Content it retains in archived copies. 8.4 Storage of Licensee Content. Esri shall only store Licensee Content within Online Services at and from data centers located within the United States. If Esri determines that it cannot or will not store Licensee Content within Online Services at data centers located in the United States (US) or if Esri determines to relocate Licensee Content to locations outside the US for any reason, Esri shall notify County at least ninety (90) days before locating or relocating Licensee Content outside the US. During the 90 day period, Esri will either, at Licensee’s sole discretion: (i) make Licensee Content available to Licensee for download for a period of 90 days unless Licensee requests a shorter window of availability or Esri is legally prohibited from doing so; or (ii) download all Licensee Content (that Esri intends to relocate and store outside the US) in Esri's possession to a medium of Licensee's choosing and deliver such Licensee Content to Licensee. Esri shall certify to Licensee that it has not relocated Licensee’s Content to servers outside the US. There shall be no additional cost to Licensee for performing such work and providing such assistance to Licensee before locating or relocating Licensee Content outside the U.S. If Licensee Content within Online Services is relocated to a data center outside the US due solely to Esri’s error or omission, Esri shall, within a reasonable time and at no additional cost to Licensee, make Licensee Content available to Licensee for download for a period of five (5) business days after the error or omission is discovered and written notice is provided to Licensee. Esri shall not permit Esri employees to download Licensee Content within Cloud Services onto portable devices, including personal computers, except for devices that are used and kept within the U.S., or as needed, on Esri authorized devices for technical support services and/or as required to perform Services under this Agreement. Esri shall permit its Esri employees to access Licensee Content remotely only as required to provide technical support. 8.5 Removal of Licensee Content. Esri may remove or delete Licensee Content if there is reason to believe that uploading Licensee Content to or using it with Cloud Services materially violates this License Agreement. If reasonable under these circumstances, Esri will notify Licensee before removing Licensee Content. Esri will respond to any Digital Millennium Copyright Act takedown notices in accordance with Esri's copyright policy, available at www.esri.com/legal/dmca_policy. 8.6 Service Suspension. Esri may suspend access to Cloud Services (i) if Licensee materially breaches this License Agreement and fails to cure the material breach within thirty (30) days after Licensee receives written notice from Esri; (ii) if Esri reasonably believes that Licensee's use of Cloud Services will subject Esri to immediate liability or adversely affect the integrity, functionality, or usability of the Cloud Services; (iii) for scheduled maintenance; (iv) to enjoin a threat or attack on Cloud Services; or (v) if Cloud Services become prohibited by law or regulated to a degree that continuing to provide them would impose a n unreasonable commercial hardship. When feasible, Esri will notify Licensee of any Cloud Services suspension beforehand and give Licensee reasonable opportunity to take remedial action. E204S Page 51 of 64 April 6, 2018 11/20/2018 CS Esri is not responsible for any damages, liabilities, or losses that may result from any interruption or suspension of Cloud Services or removal of Licensee's content as described above. 8.7 Notice to Esri. Licensee will promptly notify Esri if Licensee becomes aware of any unauthorized use of Licensee's subscription or any other breach of security regarding Cloud Services. ARTICLE 9—GENERAL PROVISIONS 9.1 Payment. Licensee will pay each correct invoice no later than 30 days after receipt and will remit payment to the address stated on the invoice. 9.2 Feedback. Esri may freely use any feedback, suggestions, or requests for Product improvement that Licensee provides to Esri. 9.3 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 Products. This express prohibition on patenting will not apply to Licensee's software and technology except to the extent that Products, or any portion thereof, are part of any claim or preferred embodiment in a patent application or a similar application. 9.4 Restrictions on Solicitation. Neither party will solicit for hire any employee of the other party who is associated with the performance of Services during the performance of the Services and for a period of six (6) months thereafter. This does not restrict either party from publicly advertising positions for hire in newspapers, professional magazines, or Internet postings. 9.5 Taxes and Fees; Shipping Charges. Fees that Esri quotes to Licensee are exclusive of any and all applicable taxes or fees including, but not limited to, sales tax, use tax, or value -added tax (VAT); customs, duties, or tariffs; and shipping and handling charges. Esri will add any such taxes that it is required to remit to the total amount of its invoice to the Licensee. Licensee is exempt from state and local sales tax, personal property tax, and real property tax. Prices under this Agreement shall not include taxes, unless the Licensee is not tax- exempt for a specific Product or Deliverable. Exemption certificates for sales tax will be furnished upon request. 9.6 Compliance Review. Licensee will keep accurate and complete records and accounts pertaining to its compliance with its obligations under this License Agreement. Esri or its authorized distributor may conduct a compliance review of these records and accounts with no less than 14 business days' written notice or may appoint an independent third party to conduct such a compliance review on its behalf. Licensee will promptly correct any noncompliance identified during the compliance review. Neither Esri nor Esri's distributor may conduct a compliance review of Licensee within 12 months after the conclusion of any prior compliance review that does not reveal any material Licensee noncompliance. 9.7 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement is not a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. 9.8 Severability. If any provision of this License Agreement is held to be unenforceable for any reason, (i) such provision will be reformed only to the extent necessary to make the intent of the language enforceable, and (ii) all other provisions of this License Agreement will remain in effect. 9.9 Successor and Assigns. Licensee will not assign, sublicense, or transfer Licensee's rights or delegate Licensee's obligations under this License Agreement without Esri's and its authorized distributor's prior written consent, and any attempt to do so without consent will be void. This License Agreement will be binding on the respective successors and assigns of the parties to this License Agreement. Notwithstanding, a contractor under contract to the government to deliver Products may assign this License Agreement and Products acquired for delivery to its government customer upon written notice to Esri, provided the government custom er assents to the terms of this License Agreement. Upon mutual agreement, Esri's Affiliates may provide Services under the terms of this License Agreement; in such cases, the Ordering Documents will identify the Affiliate as the party that provides the Services. Esri's distributors are not Affiliates of Esri. E204S Page 52 of 64 April 6, 2018 11/20/2018 CS 9.10 Survival of Terms. The Glossary of Terms and provisions of the following Articles of these General Terms and Conditions will survive the expiration or termination of this License Agreement: "Limited Warranties and Disclaimers," "Limitation of Liability," " Indemnifications," and "General Provisions." 9.11 US Government Customer. Reserved. 9.12 Governing Law. This Agreement is not subject to the United Nations Convention on Contracts for the International Sale of Goods. a. Government Entities. This License Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan, without reference to conflict of law principles. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this EA may be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. The choice of forum set forth above shall not be deemed to preclude the enforcement of any judgment obtained in such forum or taking action under this EA to enforce such judgment in any appropriate jurisdiction. b. Non-government Entities. Reserved. 9.13 Dispute Resolution. The parties will use the following dispute resolution processes: a. Equitable Relief. Either party will have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for relief. b. Reserved. c. Other Government Entities. Esri will comply with mandatory dispute resolutions under applicable law. d. Reserved. 9.14 Force Majeure. A party will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond the party's reasonable control. Such causes may include, but are not limited to, acts of God, war, strikes, labor disputes, cyber attacks, laws, regulations, government orders, or any other force majeure event. 9.15 Independent Contractor. Esri is and at all times will be an independent contractor. Nothing in this License Agreement creates an employer/employee, principal/agent, or joint venture relationship between Es ri or its authorized distributor and Licensee. No party has any authority to enter into contracts on behalf of another party or otherwise act on behalf of another party. 9.16 Notice. Licensee may send notices required under this Agreement to Esri at the f ollowing address: Environmental Systems Research Institute, Inc. Attn: Contracts and Legal Department 380 New York Street Redlands, CA 92373-8100 USA Tel.: 909-793-2853 Email: LegalNotices@esri.com 9.17 Future Updates. New Products or subsequent version releases of Products may require additional or revised License terms and conditions before Licensee may use or install the affected products. Any additional or revised License terms and conditions that conflict with, change, modify, or revise this Attachment B (General Terms and Conditions) are without force and effect, unless and until both Parties sign a mutually agreed upon written amendment. Except for the terms and conditions in this Attachment B (Gene ral Terms and Condition), should Licensee use or install new Products or subsequent version releases of Products, Licensee will do so under the then-current click through terms and conditions until a mutually agreed upon written amendment is executed. E204S Page 53 of 64 April 6, 2018 11/20/2018 CS 9.18 Installation License. When Licensee prepares to install Products, Licensee may be required to check/click “I accept the license agreement” (when the click though license is presented) in order to install the Products. However, notwithstanding this action by Licensee as a required step in the installation process, the terms and conditions of the click through license are without force and effect, and the terms and conditions of this License Agreement shall govern. E204S Page 54 of 64 April 6, 2018 11/20/2018 CS ATTACHMENT C Product-Specific Terms of Use The following list identifies additional terms of use that apply to specific Products. Each Product listing identifies one or more footnotes that apply to that Product. These footnotes supplement the terms of this License Agreement. The definitions for each footnote follow the list. Unless otherwise noted in the applicable Ordering Document, extensions to a Product follow the same scope of use as that granted for the corresponding Product. Desktop Products ▪ ArcGIS Desktop (Advanced, Standard, or Basic) (26) ▪ ArcGIS Earth (20, 65) ▪ ArcGIS Explorer Desktop (20) ▪ ArcGIS for AutoCAD (20) ▪ ArcPad (13) ▪ ArcReader (20) ▪ ArcGIS for Personal Use (3, 26) Server Products ▪ ArcGIS Enterprise – Basic (17) – Standard or Advanced (17; 21; 23; 31) – Workgroup Standard or Advanced (21; 23; 28; 29; 30) – ArcGIS GIS Server (Standard or Advanced) (31) – ArcGIS GIS Server Basic (39) – ArcGIS GIS Server Workgroup (Standard or Advanced) (28; 29; 30) – ArcGIS GIS Server Workgroup Basic (39) – ArcGIS GIS Server Extension – ArcGIS for Maritime: Server (2) – ArcGIS Image Server, ArcGIS GeoEvent Server, ArcGIS GeoAnalytics Server (4) ▪ Esri Business Analyst for Server – Workgroup (28; 29; 30; 31; 39) – Enterprise (31; 39) ▪ World Geocoder for ArcGIS Basic (67) Developer Tools ▪ AppStudio for ArcGIS Standard (11, 16, 19) ▪ ArcGIS Runtime SDK for Android, iOS, Java, macOS, .NET, Windows Phone), Qt, or WPF (16; 19) ▪ ArcGIS Runtime Basic Level for Android, iOS, Java, Mac OS X, Microsoft .NET Framework (Windows [desktop], Windows Phone, Windows Store), Qt, or WPF (1, 20) ▪ ArcGIS Runtime Basic, Standard, Advanced Levels and the Analysis Extension for Android, iOS, Java, Mac OS X, Microsoft .NET Framework (Windows [desktop], Windows Phone, Windows Store), Qt, or WPF (15; 18) ▪ ArcGIS Engine Developer Kit and Extensions (16, 19; 22; 26) ▪ ArcGIS Engine for Windows/Linux and Extensions (15; 22; 26) ▪ ArcGIS Web API for JavaScript (16; 64) ▪ ArcGIS Developer Subscription (24; 26) ▪ Esri File Geodatabase API (47) Mobile ▪ Navigator for ArcGIS (14) Online Services ▪ ArcGIS Online Developer Deployment Plans are available through multiple sellin g programs: – Commercial Retail, enterprise agreements, and Government Programs + Free Subscription (68; 75; 76; 79; 81) E204S Page 55 of 64 April 6, 2018 11/20/2018 CS + Paid Subscription (68; 75; 76; 77; 79) – Education Programs (Free or Paid Subscriptions) (68; 70; 71; 72; 73; 75; 76; 79; 81) – NGO/NPO, Press/Media Programs (Free or Paid Subscription) (68; 70; 71; 72; 73; 75; 76; 79; 81) ▪ ArcGIS Online subscriptions are available through multiple Selling Programs: – Commercial Retail, EAs; and Government Programs (68; 69; 70; 77; 78; 82) – Education Programs (68; 69; 81; 82) – Non-profit Programs (68; 69; 81; 82) ▪ Public Plan – Commercial Retail; enterprise agreements; Government; NGO/NPO; Press/Media Programs (68; 71; 72; 73; 74; 75; 76; 80; 81) – Education Programs (68; 71; 72; 73; 74; 75; 76; 80; 81) ▪ AEC Project Delivery Subscription (83) Footnotes: 1. May not be used to edit an enterprise geodatabase via Direct Connect. 2. Not for use in navigation. 3. Licensed for personal use only. 4. When used with ArcGIS Enterprise Workgroup – Limited to 1 four-core server. – Can be installed on a separate machine. 5–10. Reserved. 11. Applications built with AppStudio for ArcGIS Standard are subject to the terms of use for ArcGIS Runtime Standard Level. 12. Reserved. 13. Licensed as a Dual Use License. 14. May be used for navigational purposes. 15. Licensed as a Deployment License. 16. Licensee may use the SDKs or APIs to create Value-Added Applications and distribute and license those Value-Added Applications to its end users to use anywhere not prohibited under export regulation. 17. Licensee shall not redistribute Oracle JDBC Driver or its documentation that is included with this Product. Oracle is a third-party beneficiary of this License Agreement. 18. The Deployment License is per Value-Added Application per computer for stand-alone applications. 19. License may not be used to develop Internet or server-based Value-Added Applications. 20. Licensed as a Redistribution License. 21. Licensee may build Value-Added Applications for use by Licensee's Named Users. Licensee may not (i) embed Named User Credentials in Value-Added Applications or (ii) embed or use App Login Credentials in Value-Added Applications. Licensee may permit (a) public access to Value-Added Applications without credentials or (b) access using unique, individual Named User login credentials. 22. (a) An end user must acquire a license in either ArcGIS Engine for Windows/Linux Software or other ArcGIS Desktop Software (Basic, Standard, or Advanced) to obtain the right to run an Ar cGIS Engine application on 1 computer; and (b) The ArcGIS Engine for Windows/Linux extensions shall not be used in combination with ArcGIS Desktop Software to run ArcGIS Engine Value-Added Applications. A single user can have multiple ArcGIS Engine Value-Added Applications installed on 1 computer for use only by that end user. 23. System to System Communication (a) Licensee may use a basic service login to enable one-way, read-only, system-to-system communications from ArcGIS Enterprise to other third-party, enterprise business system(s) in the customer's organization. Licensee may use a Level 1 Named User Credential as a basic service login until Esri implements an actual service login credential. A specific Level 1 Named User Credential used as a basic service login credential may only be used for system -to-system integration purposes and may not also be used by a Named User to access the system. (b) Licensee may use a standard service login to enable two-way, read-write, system-to-system communications between ArcGIS Enterprise and other third-party, enterprise business system(s) in the customer's organization. Licensee may use a Level 2 Named User Credential as a standard service login until Esri implements an actual service login credential. A specific Level 2 Named User Credential used E204S Page 56 of 64 April 6, 2018 11/20/2018 CS as a standard service login credential may only be used for system -to-system integration purposes and may not also be used by a Named User to access the system. 24. Software may be used only for the purposes of development, testing, and demonstration of a prototype Value-Added Application and creating map caches. Licensee may use Value-Added Applications and map caches with ArcGIS Enterprise Staging Server Licenses and Deployment Server Licenses. Software and Data may be installed on multiple computers for use by any ArcGIS Developer Subscribers with Builder or higher plan subscriptions; all other Software is licensed as a Single Use License. 25. Reserved. 26. The geodatabase is restricted to 10 gigabytes of Licensee's data. 27. Reserved. 28. Use is limited to 10 concurrent end users of applications other than ArcGIS Enterprise Workgroup or ArcGIS GIS Server Workgroup applications. This restriction includes use of ArcGIS Desktop Software, ArcGIS Engine Software, and third-party applications that connect directly to any ArcGIS Enterprise Workgroup or ArcGIS GIS Server Workgroup geodatabase. There are no limitations on the number of connections from web applications. 29. Software requires a supported version of SQL Server Express. Supported versions are listed with the system requirements for the product on the Esri website. 30. Use is restricted to a maximum of 10 gigabytes of Licensee's data. 31. Includes a Failover License. 32. Reserved. 33–38. Reserved. 39. Any editing functionality included with ArcGIS GIS Server is not permitted for use with ArcGIS GIS Server Basic and ArcGIS GIS Server Workgroup Basic. 40–46. Reserved. 47. Licensee may develop and distribute Value-Added Applications that use Esri File Geodatabase API to Licensee's end users. 48–53. Reserved. 54. Reserved. 55–63. Reserved. 64. Value-Added Applications for web deployment must be used in conjunction with other Esri Products. Third-party technologies may also be used in conjunction with Value-Added Applications as long as the Value-Added Applications are always used in conjunction with other Esri Product(s). 65. May only be used in conjunction with other Esri Product(s). Third-party technologies may also be used in conjunction with ArcGIS Earth as long as ArcGIS Earth is always used in conjunction with other Esri Products. 66. Reserved. 67. Limited to 250,000,000 geocodes per annual subscription. 68. Licensee may not store the geocoded results generated by World Geocoding Service without an ArcGIS Online subscription. Licensee may use the data accessible through Infographics Service for display purposes only and may not save any data accessible through this service. 69. May be used for any business purpose of Licensee's organization. 70. May be used for development and test purposes for Licensee's organization. 71. May be used for teaching purposes in educational organizations. 72. May be used for the benefit of Licensee's qualified NGO/NPO organization. 73. May be used for the benefit of press or media organizations. 74. May be used for personal use. 75. Licensee may enable third-party use of Value-Added Applications only by publicly sharing using Sharing Tools. Licensee may not use this subscription to power a Value-Added Application for its own business use unless Licensee is an educational institution using the Value-Added Application for teaching purposes only, a qualified NGO/NPO organization, or a media or press organization. 76. Licensee is not permitted to create private groups or participate in any private groups. 77. Licensee may make Value-Added Applications available to third parties for a fee. 78. Licensee may use this subscription to create or participate in private groups. 79. Each subscription is limited to 1,000,000 geosearch transactions per month in conjunction with Licensee's subscription. Transactions include both basemap data and geocode search transactions. One basemap data transaction is equivalent to eight 256x256 tile requests. One geocode search transaction is E204S Page 57 of 64 April 6, 2018 11/20/2018 CS equivalent to one address or place. If the results are stored in any manner such as after batch geocoding, the stored results are not counted toward the transaction limit. However, storage does consume Service Credits. 80. May permit registered students of an education institution to directly access the Online Services and share a single subscription between more than 1 registered student for teaching purposes only. 81. Licensee may not make Value-Added Applications available to third parties for a fee. 82. A Named User may embed its Named User Credential in an ArcGIS API for Python script solely for the purpose of automating a workflow to be used exclusively by the Named User whose Named User Credential is embedded in the script. 83. Licensee must use a separate AEC Project Delivery Subscription for each Licensee client ("Client"). Licensee may (i) use the AEC Project delivery Subscription solely to collaborate on project work with its Client; and (ii) provide Client with Named User access to the AEC Project Delivery Subscription to enab le Client to access the AEC Project Delivery Subscription to collaborate on project work that Licensee performs for Client. Client may not use the Named User License for any other purpose. Licensee is solely responsible for Client's compliance with these terms of use and will ensure that Client stops using the AEC Project Delivery Subscription when the project ends. Attachment D Oakland County Electronic Communications Policy Revised October 2014 Page 58 of 64 April 6, 2018 11/20/2018 CS POLICY STATEMENT The Oakland County electronic communications system includes but is not limited to facsimiles, voicemail, computers and their hard drives, electronic mail (“e-mail”), the computer network, the Internet, and any other county owned electronic device capable of sending or receiving electronic data. An electronic communication is information sent over the electronic communications system including but not limited to messages left on voice mail, e -mail messages, information received and sent over the Internet, and data and files maintained on the network and on individual computers . The electronic communications system is designed to facilitate County business and communication between employees and other business associates. To remain competitive and better serve our citizens and taxpayers, Oakland County encourages the use of its electronic communications system . 1. NO EXPECTATION OF PRIVACY The electronic communications system is the property of Oakland County and is intended for County business. All data and electronic communications within the electronic communications system is the property of Oakland County. The system is not to be used for personal gain or to support or advocate non-county related business or purposes. Persons using the electronic communications system have no expectation of privacy. The confidentiality of any electronic communications created, transmitted, received, deleted, or stored in the electronic communications system should not be assumed. The electronic communications may be retrievable even if deleted from the electronic communications system. Oakland County has the ability to monitor the electronic c ommunications system under the direction of the Human Resources Department and Corporation Counsel for violations of federal or state law, Oakland County’s Merit System Rules, this policy, and other County policies . Employees who are terminated or laid off have no right to the contents of their electronic communications and are not allowed access to the electronic communications system. All electronic communications are subject to federal and state law and Oakland County’s Merit System Rules including but not limited to the Open Meetings Act, MCL 15.261 – 15.275, and the Freedom of Information Act, MCL 15.231 – 15.246. Persons using the electronic communications system are not authorized to retrieve or read any communications that are not sent to them, unless authorized to do so. Further, electronic communications shall not be used to hide the identity of the sender or represent the sender as another person. Each employee is hereby notified that any and all electronic communications may be subject to monitoring, retrieval and access by authorized Oakland County personnel under the direction of the Human Resources Department and Corporation Counsel . 2. INFORMATION ON PASSWORDS Users are responsible for securing their password(s) and shall not share their password(s) with anyone, nor shall they allow unauthorized access to the County electronic communications system. If a user discloses their password or suspects that it has been compromised, they are responsible for changing their password immediately. Contact the Service Center at Information Technology for appropriate procedures. An employee may be directed by their supervisor and/or the Department of Information Technology to provide them with the login and password information to an external social networking Web site or Web-based external service that is created, maintained and/or used for departmental and/or County purposes. While users have a password or passwords to gain access and conduct business on electronic communications systems, the electronic communications system is not confidential and information created, transmitted, received, deleted, or stored in these systems may be retrievable by persons other than the creator . 3. PROHIBITED USES Electronic communications may not be used for circulation of non-County sponsored or affiliated functions, activities, programs, or policies; solicitation of funds or sales; to convey political messages; to defame individuals; or to convey messages or images that would violate federal or state law, the County’s Merit System Rules, and other County policies including but not limited to the County policy that strictly prohibits illegal discrimination and harassment. Revised October 2014 Page 59 of 64 April 6, 2018 11/20/2018 CS Employees are also prohibited from sending County-wide electronic communications using the County’s network/e- mail system to a large group (large group is defined as 100 persons or more) without the approval of department management. Additionally, all large-group electronic communications (County-wide “broadcast” e-mail messages) to be sent using the County’s network/e-mail system must be sent to the Department of Information Technology for distribution. E-mails and/or text messages sent using Oakland County’s approved third-party vendor system(s) may be sent by an employee to any number of people provided the e-mail and/or mobile device addresses reside within the vendor system (not within the County’s network or on a County server) and the employee has been trained and is authorized to send electronic communications on behalf of the department and/or County. 4. INTERNET The Internet provides Oakland County with significant access and dissemination of information outside of the County. The use of the County Internet system is intended for County business. Internet messages are capable of being forwarded without express permission of the original author. Therefore, users must use caution in the transmission and dissemination of messages outside of the County, and must comply with federal and state law and the Oakland County Merit System Rules, this policy and other applicable County or departmental policies. 5. APPLICABILITY TO EMPLOYEES, PART-TIME EMPLOYEES, CONTRACTORS AND OTHER USERS This policy applies to all employee (full or part-time), contractors, volunteers, and other individuals who are provided access to Oakland County’s electronic communications system. Contractors and third parties should only be provided access to the electronic communications system as necessary for their business purpose with the County, and only if they abide by all applicable rules set forth in this policy. Contractors and third- party users who are in violation of this policy may be removed from the electronic communications system and\or have their contract revoked. In addition, other legal remedies may be pursued. 6. ENFORCEMENT OF POLICY The Department of Information Technology has the ability to monitor the electronic communications system under the direction of the Human Resources Department and Corporation Counsel. Employees who observe a violation of this policy should bring it to the attention of their immediate supervisor or manager. Supervisors or managers who receive a complaint or observe a violation of this policy shall investigate the matter and determine the appropriate action. Questions related to this section should be referred to the Labor Relations Unit. 7. PENALTIES Employees found to have violated this policy may be subject to disciplinary action up to and including dismissal from employment pursuant to the County’s Merit System Rules, and if applicable, may be subj ect to prosecution under federal or state laws. Revised October 2014 Page 60 of 64 April 6, 2018 11/20/2018 CS ATTACHMENT E SAMPLE TASK ORDER Esri Agreement No. ________ Task Order No. __________ In accordance with the terms and conditions of the above-referenced Agreement between Environmental Systems Research Institute, Inc. ("Esri"), and County of Oakland, Michigan ("Licensee"), with a place of business at 1200 N Telegraph Rd, Bldg 49W, Pontiac MI 48341 ("Licensee Address"), this Task Order authorizes preparation and provision of the Deliverables described and in accordance with the terms, schedule, and start/end date(s) specified below. 1. Scope of Work: [As applicable, specifically identify and describe 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 of delivery and location where technical assistance will be provided.] In addition to the foregoing, Licensee agrees that its employees, representatives, and subcontractors will cooperate and communicate with Esri during performance of this Task Order. Without cost to Esri, Licensee shall provide, allow access to, or assist Esri in obtaining all data Esri requests for per formance 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 Licensee and (2) copies of ordinances, codes, regulations, or other governmental documents. 2. Contract Type: [Firm Fixed Price (FFP) or Time and Materials (T&M)]: 3. Total Task Order Value (if FFP) or Not-to-Exceed Value (if T&M): 4. Licensee Address for the Receipt of Esri Invoices: 5. Delivery Schedule or Start/End Date(s) for Each Deliverable: 6. Security Requirements: 7. Special Considerations: 8. Esri Project Manager: [insert name, telephone, fax, and email address] Esri Senior Contract Administrator: [insert name, telephone, fax, and email address] Licensee Project Manager: [insert name, telephone, fax, and email address] Licensee Senior Contract Administrator: [insert name, telephone, fax, and email address] Licensee Accounts Payable Contact: [insert name, telephone, fax, and email address] ACCEPTED AND AGREED: ENVIRONMENTAL SYSTEMS COUNTY OF OAKLAND, MICHIGAN RESEARCH INSTITUTE, INC. (Licensee) (Esri) Signature: [sample only—do not sign] Signature: [sample only—do not sign] Printed Name: Printed Name: Title: Title: Date: Date: ESRI MAINTENANCE AND SUPPORT PROGRAM Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953 J10044 Page 61 of 64 04/04/2017 11/20/2018 CS This Esri Maintenance and Support Program document describes Esri's commitment to support a US customer's use of Esri's unmodified Qualifying Products by providing some or all of the following maintenance benefits: technical support, new version software, hot fixes, patches, software updates, Self-Paced E-Learning, beta programs, and/or Esri User Conference registration ("Maintenance"). Maintenance benefits may vary by product or program. For Maintenance details, contact Esri Customer Service or visit Esri's product qualification web page at http://www.esri.com/software/maintenance/benefits. In addition to Maintenance, customers in the United States of America may purchase Premium Support Service s (PSS), which enhance the benefits of Maintenance, including access to a designated Technical Account Manager (TAM), the ability for Premium Licensee Authorized Contact (LAC) to convert a Case into a PSS Case at any time, priority Case management, and additional enhanced support and services. For Premium Support Services details, contact Esri or visit Esri's Premium Support web page at http://support.esri.com/other -resources/SupportServices. Unless provided otherwise in this Esri Maintenance and Support Program document, Esri reserves the right to change the Esri Maintenance and Support Program at any time and Esri will provide thirty (30) days' advance written notice of any material alterations. Material alterations within the first three (3) years after execution of the License Agreement require a mutually agreed upon written amendment signed by both parties. Any material alterations after the third year will become effective upon renewal of Products governed by the License Agreement. ARTICLE 1—DEFINITIONS The terms used are defined as follows: a. "Authorized Caller(s)" means the Customer-designated individual who may contact Esri to request standard technical support (e.g., to report technical issues or request product assistance). b. "Case" previously referred to as Incident, means the Esri record that contains technical notes and documentation of all related interactions between Customer and Esri Support Services for a given techn ical issue. Depending on how the request was initiated, Esri will provide phone, email, or chat confirmation of the Case creation. The Case will be given a unique identification number for reference and tracking. c. "Customer" means Licensee as defined in the License Agreement. d. "Customer Advocacy Program" means an Esri program that gathers feedback from customers in order to improve Esri products in future releases. Feedback is gathered through ideas, customer support cases, and customer support surveys. e. "Customer Number" means a unique number created by Esri to identify each Customer office or site and that will be included on the invoice and/or packing list with any shipment. f. "Hot Fix(es)" means a single fix in one of the specific functional areas that is critical to Customer (e.g., Customers production has stopped) Esri will send the Hot Fix to Customer as soon as Esri completes a technical feasibility assessment. With the Hot Fix, Esri will deliver documentation that will clearly identify the tec hnical problems addressed and any limitations. Esri will conduct limited testing on Hot Fixes before providing them to Customer. Esri will incorporate Hot Fixes into subsequent service packs. Hot Fixes do not provide new functionality. Hot Fixes will only function with the associated Esri product type and release. g. "Patch(es)" means a single fix (see Hot Fix[es]) or a set of related fixes that are in a specific functional area of the Esri product and will apply to multiple Esri customers. Once a Patch is released, it will be incorporated into a subsequent service pack release. Esri conducts limited testing on Patches before providing them to customers. Patches do not provide new functionality. Patches will only function with the associated Esri product typ e and release. h. "Premium LAC" means up to two (2) individuals selected by Customer to report a PSS Case and work directly with the TAM. i. "PSS Case(s)" means a Case that is opened as or elevated to PSS via Customer request or technical support's elevation process. j. "Qualifying Product(s)" means Esri's unmodified Products or Products that were modified by Esri or under Esri's direction and are eligible for some or all of the Maintenance benefits licensed to Customer subject to the terms and conditions of the License Agreement signed by Esri and Customer. J10044 Page 62 of 64 04/04/2017 11/20/2018 CS k. "Self-Paced E-Learning" means a collection of self-paced learning resources for the ArcGIS Platform, accessible from the Esri Training website. l. "Software Updates" means a collection of files that enhance or correct a Qualifying Product and that will be available for Customer to download during the Maintenance term. m. "TAM" means the Technical Account Manager who will be the primary point of contact for the coordination and escalation of PSS Cases. ARTICLE 2—PAYMENT, EXPIRATION, RENEWAL, AND REINSTATEMENT 2.1 Payment. Esri will automatically provide Maintenance for the first twelve (12) consecutive months from the licensed date of Qualifying Products. Thereafter, Customer can purchase Maintenance and/or PSS in advance, on an annual basis with payment terms of net thirty (30) days, unless otherwise agreed to in another agreement between Customer and Esri. Customer may issue a purchase order for its initial PSS order at any time during a Maintenance t erm. 2.2 Term Expiration. Esri will send Customer a notice of expiration one hundred twenty (120) days before the term expires. Esri will issue a quote ninety (90) days before the expiration date ("Renewal Quote"). The Renewal Quote will be sent via email or fax and provide Customer with a breakdown of the Products licensed and PSS due to expire and the associated fees to renew. If Esri does not receive a purchase order or payment prior to the expiration date, Esri will notify Customer that t he term has expired. Esri will continue to provide standard technical support for an additional thirty (30) days, but Customer will no longer receive Software Updates released after the Maintenance term's expiration, or have access to PSS. If Customer does not reinstate Maintenance within thirty (30) days after the expiration date, Customer will no longer receive technical support. All other Maintenance benefits and Premium Support Services will end with the expiration of the Maintenance term. 2.3 Prorating Renewal Terms. If Customer has acquired multiple Qualifying Products throughout the course of a year, Esri will provide a single Renewal Quote with prorated fees and a common renewal term for all Qualifying Products and PSS (if applicable). The common renewal term will start on the earliest of the Qualifying Products' renewal dates. 2.4 Reinstatement Fee for Past Due Renewals. Esri will reinstate Maintenance and PSS (if applicable) if Customer sends a purchase order or payment within thirty (30) days of the expiration date. If Customer does not renew Maintenance or PSS (either as a stand-alone order or through the Esri Enterprise Advantage Program) within thirty (30) days of the expiration date but at a later date wants to reinstate Maintenance, Maintenance fees will i nclude the Maintenance fees that Customer would have paid since the expiration date. Renewal Maintenance and PSS will be reinstated at the then -current pricing. ARTICLE 3—ESRI USER CONFERENCE REGISTRATION; SELF-PACED E-LEARNING 3.1 Esri User Conference Registration. During the Maintenance term, Customer may be eligible for complimentary registrations to attend the Esri User Conference. Unless otherwise agreed to in writing by Esri and Customer, Customer's eligibility will be dependent on the license type(s) and quantity of Qualifying Products. Customer may purchase additional registrations. Customer must submit a registration form for each individual attending the conference. Esri User Conference registrations are assigned in the order received and are nontransferable. 3.2 Self-Paced E-Learning. During the Maintenance term, Customers will receive access to Self-Paced E-Learning. Each individual must have an Esri account, a broadband Internet connection, and must be an employee, agent, volunteer, consultant, or contractor of Customer. For education accounts, individuals may include registered students. ARTICLE 4—TECHNICAL SUPPORT 4.1 Scope of Technical Support. During the Maintenance term, Qualifying Products will receive the level of technical support corresponding to the respective life cycle phase. Information on the Qualifying Product life cycle phase and the ArcGIS Product Life Cycle Support Policy can be found at http://support.esri.com/en/content/productlifecycles. Esri does not provide technical support for (a) sample applications; (b) patches received outside of a life cycle; or (c) third-party software, hardware, graphics cards, monitors, plotters, graphics printers, digitizers, modems, or similar peripherals that are not provided by Esri. However, Esri does answer questions about how to interface Esri products with supported devices. 4.2 Authorized Callers. Customer may designate a limited number of Authorized Callers per Qualifying Product. Customer may replace Authorized Callers at any time by notifying Esri Support Services or through the My Esri site. If Customer has J10044 Page 63 of 64 04/04/2017 11/20/2018 CS an enterprise agreement, site license agreement, or paid PSS subscription with Esri, Authorized Callers will be identified by name in the corresponding agreement or documentation. 4.3 Telephone, Chat, and Web Form. If Customer needs help with a technical issue, Authorized Caller may contact Esri by phone, chat, or web form. a. By Telephone. Each technical support request will be logged as a Case. After a Case is logged, the caller will be connected to a technical specialist who will be dedicated to work on the technical issue. If a technical specialist is unavailable, the Case will be placed in a dispatch queue fo r the next available technical specialist. b. By Chat. To initiate a chat consultation, click the Chat with an Analyst button at http://support.esri.com/en/webform- chat. Chat-based requests can only be made during Esri Support Services operating hours, listed in Article 7 below. Each technical support request will be logged as a Case. After a Case is logged, Authorized Caller will be connected to a technical specialist. If a technical specialist is una vailable, Authorized Caller can opt to receive an email notification when the next technical specialist is available. c. By Web Form. Authorized Caller may request technical support by completing an online web form available at http://support.esri.com/en/webform. Requests made through this channel are received twenty-four (24) hours a day, seven (7) days a week, but are logged and assigned to a technical specialist the next business day. Esri will respond on a first come, first served basis. All Cases reported by web form are given the same priority and level of attention as those reported by telephone. 4.4 Esri Online Support Center and My Esri. Esri has created a self-help support website center for Authorized Caller to submit technical issues; chat with technical specialists; track technical support Cases through the Esri Customer Care portal ; and view technical articles, updated product documentation, blogs, links to forums, and technology announcements. The Esri Support website can be found at http://support.esri.com. My Esri can be found at https://my.esri.com. 4.5 Technical Support Case Reporting/Logging. For most Qualifying Products, Authorized Caller may contact Esri as many times as needed. All requests for technical support must contain detailed information about the technical issue. Authorized Caller must be prepared to provide as much of the following information as possi ble: ▪ The Esri Customer Number ▪ The Esri Global ID ▪ The phone number and email address where Authorized Caller can be reached ▪ A description of what Customer was doing when the problem occurred ▪ The version of the software and operating system in use ▪ The exact wording of any error messages that appear on the screen ▪ The database in use, if applicable ▪ Any steps taken to resolve the problem 4.6 Standard Technical Support Response Time. Esri will respond to a technical support request during Esri Support Services operating hours. Esri will make commercially reasonable efforts to respond and provide status updates to Authorized Caller according to the severity level of the technical issue as shown in the table below. Authorized Caller may request that the technical specialist change a technical issue severity level, but requests for critical- and high-severity levels must be made via telephone. Severity Criteria Response Time Status Updates Critical ▪ Causes a severe impact to business operations (e.g., critical business processes are disabled) ▪ No workaround available Six (6) business hours Esri will provide status every business day until closure of the Case. High ▪ Causes a noncritical impact to business operations (e.g., significant degradation of quality or handling of data) ▪ No stable workaround available Eight (8) business hours Esri will provide status every business day until closure of the Case. Medium ▪ Causes a minor impact to business operations Two (2) business days Esri will provide status every three (3) business days until closure of the Case. Routine ▪ Causes little or no impact to business operations Two (2) business days Esri will provide status every five (5) business days until closure of the Case. J10044 Page 64 of 64 04/04/2017 11/20/2018 CS 4.7 Resolution Time. After the Technical Support Case is logged, Esri will use commercially reasonable efforts to provide corrections to a technical issue or supply a workaround. While it is Esri's goal to provide an acceptable resolution to techn ical issues, Esri cannot guarantee that all technical issues can be fixed or resolved. ARTICLE 5—PREMIUM SUPPORT SERVICES (US CUSTOMERS ONLY) If Customer is current on Maintenance, pays for and utilizes Premium Support Services, in addition to all benefits described for in Article 4 above, Customer will receive (i) access to a designated TAM, (ii) the ability for Premium LAC to convert a Case into a PSS Case at any time, (iii) priority Case management, and (iv) additional enhanced support and services. 5.1 Technical Account Manager. Esri will assign a TAM to Customer to work directly with Premium LAC to oversee open Cases. a. TAM will (i) become familiar with Customer's geographic information system (GIS) software architecture and infrastructure; (ii) verify that all open PSS Cases are prioritized above Cases opened under Maintenance; (iii) work closely with Premium LAC and Esri senior support analyst toward the resolution of all open PSS Cases; (iv) provide Premium LAC with a daily status update on all PSS Cases or as agreed to by TAM and Customer; and (v) make reasonable efforts to be available from 5:00 a.m. to 5:00 p.m. (Pacific time), Monday through Friday, except on Esri holidays. b. Esri may replace TAM with another TAM of similar skill and background, by written notice to Customer. c. All communications will be conducted in the English language unless by written agreement of both parties. 5.2 Priority Case Management. Priority Case management will include the following protocol: a. Cases reported by Premium LAC and converted to a PSS Case will be giv en priority handling after the initial Case is created and documented (excluding chat Cases); and b. The Customer Advocacy Program within Esri support services, created to improve Esri's ability to understand and respond to technical issues, will give priority to Qualifying Product defects affecting Customer. 5.3 PSS Response Time. In addition to the response times outlined in Article 4.6, Esri will make commercially reasonable efforts to call or send an email response within one (1) business hour of receipt of a new PSS Case, regardless of its severity level. Esri will provide a status report every business day until closure of the PSS Case. ARTICLE 6—CONFIDENTIALITY All data, conversations, and Cases are confidential in nature. Esri will treat all Cases (including PSS Cases) as confidential, using the same degree of care, but no less than reasonable care, as Esri uses to protect its own confidential information. Within ninety (90) days of closing a Case, Esri will delete or destroy all information provid ed within a Case, unless otherwise requested by Licensee, in writing, to delete specific datasets more than ninety (90) days closing a Case. This obligation to delete or destroy excludes information retained in backup media or other archival records mainta ined in the ordinary course of business that are not readily accessible by Esri personnel, or information retained for future review by Esri's developmen t team. ARTICLE 7—CONTACTING ESRI Esri Support Services Web: http://support.esri.com/ Tel.: 909-793-3774 Toll-Free Phone: 888-377-4575, extension 2 Support Web Form: http://support.esri.com/en/webform MyEsri: http://my.esri.com Chat: http://support.esri.com/en/webform-chat Esri Corporate Offices Tel.: 909-793-2853 Fax: 909-793-5953 Email: info@esri.com Esri Customer Service Tel.: 888-377-4575, extension 5 Email: service@esri.com Web: http://service.esri.com Operating Hours: 5:00 a.m. to 5:00 p.m. (Pacific time), Monday through Friday, except Esri holidays