ESRI Environmental Systems Research Institute 4/17/2017

1.0—ADDITIONAL DEFINITIONS 2.0—ADDITIONAL GRANT OF LICENSE In addition to the definitions provided in the License 2.1 Grant of License.Subject to the terms and Agreement,the following definitions apply to this conditions of this Agreement,Esri grants to Licensee Agreement: a personal,nonexclusive,nontransferable license solely to use,copy,and Deploy quantities of the "Deploy","Deployed"and"Deployment"mean to Products listed in Table A—List of Products for the redistribute and install the Products and related term provided on the first page(i)for the applicable Authorization Codes within Licensee's organization(s). Fee and(ii)in accordance with the License Agreement. "Fee"means the fee set forth in the Quotation. 2.2 Consultant Access.Esri grants Licensee the right to "Case"means a failure of the Software or Online permit Licensee's consultants or contractors to use the Services to operate according to the Documentation Products exclusively for Licensee's benefit.Licensee where such failure substantially impacts operational or will be solely responsible for compliance by functional performance. consultants and contractors with this Agreement and will ensure that the consultant or contractor "License Agreement" means the applicable license discontinues use of Products upon completion of agreement for Esri Products incorporated by this work for Licensee.Access to or use of Products by reference that is(i)found at consultants or contractors not exclusively for http://www.esri.com/legal/software-license and available Licensee's benefit is prohibited.Licensee may not in the installation process requiring acceptance by permit its consultants or contractors to install electronic acknowledgment or(ii)a signed Esri license Software or Data on consultant,contractor,or third- agreement that supersedes such electronically party computers or remove Software or Data from acknowledged license agreement. Licensee locations,except for the purpose of hosting the Software or Data on Contractor Servers for the "Maintenance"means Tier 2 Support,Product updates, benefit of Licensee:, and Product patches provided to Licensee during the Term of Agreement. 3.0-TERM,TERMINATION,AND EXPIRATION "Product(s)"means the products identified in Table A— List of Products and any updates to the list Esri provides 3.1 Term.This Agreement and all licenses hereunder in writing. will commence on the Effective Date and continue for the duration identified in the Term of Agreement, "Quotation"means the offer letter and quotation unless this Agreement is terminated earlier as provided separately to Licensee. provided herein.Licensee is only authorized to use Products during the Term of Agreement.For an "Technical Support" means the technical assistance for Agreement with a limited term,Esri does not grant attempting resolution of a reported Case through error Licensee an indefinite or a perpetual license to correction,patches,hot fixes,workarounds,replacement Products. deliveries,or any other type of Product corrections or modifications. 3.2 No Use upon Agreement Expiration or Termination.All Product licenses,all Maintenance, "Tier 1 Help Desk"means Licensee's point of contact(s) and Esri User Conference registrations terminate on to provide all Tier 1 Support within Licensee's expiration or termination of this Agreement. organization(s). 3.3 Termination for a Material Breach.Either party "Tier 1 Support"means the Technical Support provided may terminate this Agreement'for a material breach by the Tier 1 Help Desk. by the other party.The breaching party will have thirty(30)days from the date of written notice to "Tier 2 Support" means the Technical Support provided cure any material breach. to the Tier 1 Help Desk when a Case cannot be resolved through Tier 1 Support.Licensee will receive Tier 2 3.4 Termination for Lack of Funds.For an Agreement Support from Esri. with government or government-owned entities, either party may terminate this Agreement before any subsequent year if Licensee is unable to secure funding through the legislative or governing body's approval process. Page 3 of 5 11/04/2016