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HomeMy WebLinkAbout2025-11-04; City Council; 01; Agreement with ESRI, Inc. for Renewal of Enterprise Agreement Annual Subscription and Advantage Program Annual SubscriptionCA Review AZ Meeting Date: Nov. 4, 2025 To: Mayor and City Council From: Geoff Patnoe, City Manager Staff Contact: Maria Callander, Information Technology Director maria.callander@carlsbadca.gov, 442-339-5992 David van Gilluwe, Business Intelligence & Analytics Manager david.vangilluwe@carlsbadca.gov, 442-339-5985 Subject: Agreement with ESRI, Inc. for Renewal of Enterprise Agreement Annual Subscription and Advantage Program Annual Subscription Districts: All Recommended Action Adopt a resolution authorizing the City Manager or designee to execute an agreement with ESRI, Inc. for the renewal of the ESRI Enterprise Agreement Annual Subscription and the ESRI Advantage Program Annual Subscription in an amount not to exceed $857,670 over a three- year term ending on Sept. 25, 2028. Executive Summary The city uses ESRI’s software suite, including ArcGIS Pro, ArcGIS Online and ArcGIS Enterprise, as key systems and tools that enable city staff to create, analyze and visualize geographic data effectively. The annual subscriptions for ESRI Enterprise Agreement and the Advantage Program provide licensing, support, guidance and training for ESRI's products and services. Staff are asking the City Council to approve an agreement to renew the Enterprise Agreement and the Advantage Program subscriptions for a not to exceed amount of $857,670 over three years. City Council approval is required under Carlsbad Municipal Code Section 3.28.060(D)(5), relating to the procurement of professional services and services, because the subscriptions renewal will cost more than $100,000 per agreement year. No additional funds are being requested. The first year annual costs for the subscriptions are included in the fiscal year 2025-26 Information Technology Department’s operating budget and the followings years of the agreements will be included in the appropriate annual budget process. Explanation & Analysis Overview ESRI develops and sells software that enables users to capture, analyze, manage and visualize geospatial data. Its flagship product, ArcGIS, is a widely used suite of tools for mapping and Nov. 4, 2025 Item #1 Page 1 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 spatial analysis across industries such as urban planning, natural resource management and transportation. Governments, businesses and organizations around the world use ESRI software to create and share interactive maps, integrate diverse data sources and make informed, data-driven decisions. ESRI also offers cloud-based solutions, mobile applications and developer tools to support GIS implementation and customization. The city’s ESRI software licenses are managed through the ESRI Enterprise Agreement. In addition to software licensing, the city’s subscription to ESRI’s Advantage Program provides access to ESRI’s solutions design team, technical project assistance and a wide range of learning resources, including tutorials, documentation and online courses. Subscribers also receive discounts on instructor-led training, conferences and workshops led by ESRI experts. The program connects users to a global community of GIS professionals, developers and industry leaders through forums, webinars and discussion groups that foster collaboration, idea exchange and innovation. Notable past city projects utilizing the ESRI Enterprise Advantage Program include: •Go Hike parks trails interactive app and map •Fire Operations Intelligence System •Economic Development Dashboard •Public Works Capital Improvement Project Dashboard Agreement The city entered into its original Enterprise Agreement with ESRI for software licensing in 2000. The city renewed the Enterprise Agreement several times with the last renewal being in 2022 for a three-year period. The city entered into a subscription agreement with ESRI for the Advantage Program in 2018. The program's technical support, learning and services have allowed the city to accelerate the completion of projects, develop in-house skills that expand the city’s use of the platform and complete complex projects that would not have been possible without the program. The Advantage Program agreement was renewed in 2023 for a two-year period. The city needs a new software licensing agreement to replace the one executed in 2022 and a new subscription agreement to replace the one approved in 2023. In past agreements, the Enterprise Agreement and the Advantage Program agreements were two separate contracts. The proposed agreement combines the two separate agreements into one, streamlining contracting and renewal efforts for all ESRI software licensing and services. The proposed agreement costs slightly more than the current one due to the city’s expanded use of GIS and the addition of new tools and support services. As more city systems depend on GIS, premium 24/7 ESRI support replaces the previous credit-based model, providing greater protection against outages. New subscriptions, to the Workflow Manager, Velocity and Hub Premium applications, will streamline data workflows, reduce staff time and enhance community engagement through the open data portal. Nov. 4, 2025 Item #1 Page 2 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 Sole source provider The City Council approved ESRI as a sole source software and services provider in 2000, in keeping with Carlsbad Municipal Code Section 3.28.110(B) – Exemptions. That means only one supplier can provide the commodity, technology and/or perform the services required. The city has renewed its subscription to the ESRI Enterprise Agreement software platform every year since. ESRI is also the sole provider of the Advantage Program, which provides technical project support, learning and service for the platform. The Purchasing Officer has determined the ESRI Enterprise Agreement and Advantage Program subscriptions are specific to the ESRI software platform and can only be obtained from one single source, ESRI, Inc., consistent with Carlsbad Municipal Code Section 3.28.110(B). The Purchasing Officer also determined that the solicitation of bids for the goods, services or professional services would be impractical, unavailing, impossible or not in the best interest of the city because ESRI, Inc. is the sole provider of both products. (The Purchasing Officer’s memo supporting these exemptions is provided as Exhibit 2.) Fiscal Analysis The cost of the Enterprise Agreement and the Advantage Program subscriptions is not to exceed $857,670 for the three-year term ending on Sept. 25, 2028. The table below provides the annual amounts. ESRI Enterprise Agreement Annual and Advantage Program annual subscriptions FY 2025-26 FY 2026-27 FY 2027-28 Total Enterprise Agreement $146,215 $147,515 $148,915 $442,645 Advantage Program $131,850 $138,225 $144,950 $415,025 Total cost $278,065 $285,740 $293,865 $857,670 Funding for the first annual payment for the subscriptions was included in the fiscal year 2025- 26 Information Technology Operating budget. The remaining two years of the agreement’s annual amounts will be included in the appropriate fiscal year budget process. Next Steps With the City Council’s approval, staff will execute the necessary documents to purchase the Enterprise Agreement Annual Subscription and Advantage Program Annual Subscription from ESRI, Inc. Environmental Evaluation The proposed action is not a “project” as defined by California Environmental Quality Act Section 21065 and CEQA Guidelines Section 15378(a) and does not require environmental review under CEQA Guidelines Section 15060(c)(2) because the action is limited to the purchase of the ESRI Enterprise Agreement Annual Subscription and Advantage Program Annual Subscription. The action has no potential to cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment. Exhibits 1.City Council resolution 2.Purchasing Officer’s memorandum Nov. 4, 2025 Item #1 Page 3 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 Exhibit 1 RESOLUTION NO. 2025-240 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE AN AGREEMENT WITH ESRI, INC. FOR THE RENEWAL OF THE ESRI ENTERPRISE AGREEMENT ANNUAL SUBSCRIPTION AND THE ESRI ADVANTAGE PROGRAM ANNUAL SUBSCRIPTION IN AN AMOUNT NOT TO EXCEED $857,670 OVER A THREE-YEAR TERM ENDING ON SEPT. 25, 2028 WHEREAS, the City of Carlsbad uses a number of ESRI, Inc. products and services, which it currently purchases under the ESRI Master Subscription Agreement, which was approved by City Council (Resolution No. 2000-130); and WHEREAS, since 2000, the city has maintained a subscription to the ESRI Enterprise Agreement Annual Subscription, formerly named the Enterprise License Agreement, allowing the city to use the ESRI line of products; and WHEREAS, on Sept. 8, 2022, the city entered into its most recent agreement with ESRI, Inc. for the Enterprise Agreement Annual Subscription for a three-year term that expired on Sept. 25, 2025; and WHEREAS, since 2018, the city has maintained a subscription to the ESRI Advantage Program, formerly named the Enterprise Advantage Program, allowing the city to fully utilize its ESRI, Inc. products and support services; and WHEREAS, on Aug. 22, 2023, the city entered into its most recent agreement with ESRI, Inc. for the Advantage Program for a two-year term that will expire on Nov. 28, 2025; and WHEREAS, the city now is combining the two previously separate agreements into a single three-year agreement; and WHEREAS, ESRI, Inc.’s quote and proposed agreement to renew the Enterprise Agreement and Advantage Program subscriptions is $857,670 for a three-year term ending on Sept. 25, 2028, which requires authorization by City Council under Carlsbad Municipal Code Section 3.28.040(D)(1); and WHEREAS, the Purchasing Officer has reviewed the quote for the three-year term of the subscriptions and determined purchasing the subscription renewal from ESRI, Inc. without competitive bidding is in the best interest of the city under the single-source exemption in Carlsbad Municipal Code section 3.28.110(B); and Nov. 4, 2025 Item #1 Page 4 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 WHEREAS, the budget to procure the Enterprise Agreement Annual Subscription and Advantage Program Annual Subscription is available in the fiscal year 2025-26 Information Technology Department’s Operating Budget; and WHEREAS, the funding for the subscriptions’ future years will be considered on an annual basis in the Information Technology Department’s annual budget requests. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1.That the above recitations are true and correct. 2.The proposed action is not a “project” as defined by California Environmental Quality Act, or CEQA, Section 21065 and CEQA Guidelines Section 15378(a) and does not require environmental review under CEQA Guidelines Section 15060(c)(2) because the action is limited to the purchase of the ESRI Enterprise Agreement Annual Subscription and Advantage Program Annual Subscription. The action has no potential to cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment. 3.That purchasing the subscription renewals from ESRI, Inc. is exempt from competitive bidding requirements under the single-source exemption in Carlsbad Municipal Code Section 3.28.110(B). 4.That the City Manager, or designee, is authorized to execute the agreement (Attachment A) with ESRI, Inc. for the purchase of the ESRI Enterprise Agreement Annual Subscription and the Advantage Program Annual Subscription for a not-to-exceed agreement total of $857,670 for a three-year period ending Sept. 25, 2028, and to execute all required documents necessary for the purchase. Nov. 4, 2025 Item #1 Page 5 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 4th day of November, 2025, by the following vote, to wit: AYES: Blackburn, Bhat-Patel, Acosta, Burkholder, Shin. NAYS: None. ABSTAIN: None. ABSENT: None. _____________________________________ KEITH BLACKBURN, Mayor ______________________________________ SHERRY FREISINGER, City Clerk (SEAL) Nov. 4, 2025 Item #1 Page 6 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 Quotation # Q-549996 Date: August 1, 2025 Environmental Systems Research Institute, Inc. 380 New York St Redlands, CA 92373-8100 Phone: (909) 793-2853 DUNS Number: 06-313-4175 CAGE Code: 0AMS3 Customer # 1697 Contract # ENTERPRISE AGREEMENT City of Carlsbad Information Technology 1635 Faraday Ave Carlsbad, CA 92008-7314 To expedite your order, please attach a copy of ATTENTION: June Acosta this quotation to your purchase order.PHONE: (760) 602-2433 Quote is valid from: 6/4/2025 To: 12/1/2025 EMAIL: june.acosta@carlsbadca.gov Year 1 Material Qty Term Unit Price Total 193207 1 Year 1 $90,300.00 $90,300.00 Populations of 100,001 to 125,000 Small Government Enterprise Agreement Annual Subscription 157511 250 $0.00 $0.00 Small Enterprise Agreement Public Safety ArcGIS Online Creator User Type in Continually Staffed Environment Subscription 157519 250 $0.00 $0.00 Small Enterprise Agreement Public Safety ArcGIS Enterprise Creator User Type in Continually Staffed Environment Subscription 165630 1 $18,540.00 $18,540.00 ArcGIS Velocity Standard US Region Annual Subscription 136727 1 $21,400.00 $21,400.00 Premium Support Domestic Annual Subscription Up To 10 Cases Two (2) Authorized Callers. One annual PSS subscription including two authorized callers and up to 10 premium support cases. PSS gives you the convenience of prioritized case management and personalized technical support for Esri customers. Premium Support Services complement and extend existing standard technical support options by providing focused industry-centric support. The PSS program has been designed to meet the needs of Esri customers who are developing, implementing, or supporting complex, mission-critical GIS applications. With the Premium Support Services program, you will benefit from the highest level of technical support that Esri offers. Key features include an assigned Technical Account Manager, 24/7/365 case response and availability, one-hour response time for all Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. For questions contact: Natalie Carter Email: ncarter@esri.com Phone: (909) 793-2853 x7419 The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use documentfound at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreementwith Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to yourpurchase of that item. If any item is quoted with a multi-year payment schedule, Esri may invoice at least 30 days in advance of each anniversarydate without the issuance or a Purchase Order, and Customer is required to make all payments without right of cancellation. Third-party data setsincluded in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to theapplicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further paymentsfor the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms ofEsri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental applyto some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreementregarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any differentor additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotationinformation is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. Theinformation may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers locatedin the USA. CARTERN This offer is limited to the terms and conditions incorporated and attached herein. Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Attachment A Nov. 4, 2025 Item #1 Page 7 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 Quotation # Q-549996 Date: August 1, 2025 Environmental Systems Research Institute, Inc. 380 New York St Redlands, CA 92373-8100 Phone: (909) 793-2853 DUNS Number: 06-313-4175 CAGE Code: 0AMS3 Customer # 1697 Contract # ENTERPRISE AGREEMENT City of Carlsbad Information Technology 1635 Faraday Ave Carlsbad, CA 92008-7314 To expedite your order, please attach a copy of ATTENTION: June Acosta this quotation to your purchase order.PHONE: (760) 602-2433 Quote is valid from: 6/4/2025 To: 12/1/2025 EMAIL: june.acosta@carlsbadca.gov Material Qty Term Unit Price Total reported PSS cases, and daily PSS case communication more information about PSS can be found at https://support.esri.com/ en-us/support-services/premium. 177558 1 $10,825.00 $10,825.00 ArcGIS Workflow Manager Server Advanced Up to Four Cores Annual Subscription 159166 1 $5,150.00 $5,150.00 ArcGIS Hub Premium ArcGIS Online Community Annual Subscription Year 2 Material Qty Term Unit Price Total 193207 1 Year 1 $90,300.00 $90,300.00 Populations of 100,001 to 125,000 Small Government Enterprise Agreement Annual Subscription 159166 1 $5,150.00 $5,150.00 ArcGIS Hub Premium ArcGIS Online Community Annual Subscription 136727 1 $22,700.00 $22,700.00 Premium Support Domestic Annual Subscription Up To 10 Cases Two (2) Authorized Callers. One annual PSS subscription including two authorized callers and up to 10 premium support cases. PSS gives you the convenience of prioritized case management and personalized technical support for Esri customers. Premium Support Services complement and extend existing standard technical support options by providing focused industry-centric support. The PSS program has been designed to meet the needs of Esri customers who are developing, implementing, or supporting complex, mission-critical GIS applications. With Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. For questions contact: Natalie Carter Email: ncarter@esri.com Phone: (909) 793-2853 x7419 The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use documentfound at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreementwith Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to yourpurchase of that item. If any item is quoted with a multi-year payment schedule, Esri may invoice at least 30 days in advance of each anniversarydate without the issuance or a Purchase Order, and Customer is required to make all payments without right of cancellation. Third-party data setsincluded in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to theapplicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further paymentsfor the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms ofEsri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental applyto some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreementregarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any differentor additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotationinformation is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. Theinformation may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers locatedin the USA. CARTERN This offer is limited to the terms and conditions incorporated and attached herein. Year 1 Subtotal:$278,065** Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 8 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 Quotation # Q-549996 Date: August 1, 2025 Environmental Systems Research Institute, Inc. 380 New York St Redlands, CA 92373-8100 Phone: (909) 793-2853 DUNS Number: 06-313-4175 CAGE Code: 0AMS3 Customer # 1697 Contract # ENTERPRISE AGREEMENT City of Carlsbad Information Technology 1635 Faraday Ave Carlsbad, CA 92008-7314 To expedite your order, please attach a copy of ATTENTION: June Acosta this quotation to your purchase order.PHONE: (760) 602-2433 Quote is valid from: 6/4/2025 To: 12/1/2025 EMAIL: june.acosta@carlsbadca.gov Material Qty Term Unit Price Total the Premium Support Services program, you will benefit from the highest level of technical support that Esri offers. Key features include an assigned Technical Account Manager, 24/7/365 case response and availability, one-hour response time for all reported PSS cases, and daily PSS case communication more information about PSS can be found at https://support.esri.com/ en-us/support-services/premium. 157519 250 $0.00 $0.00 Small Enterprise Agreement Public Safety ArcGIS Enterprise Creator User Type in Continually Staffed Environment Subscription 157511 250 $0.00 $0.00 Small Enterprise Agreement Public Safety ArcGIS Online Creator User Type in Continually Staffed Environment Subscription 165630 1 $18,540.00 $18,540.00 ArcGIS Velocity Standard US Region Annual Subscription 177558 1 $10,825.00 $10,825.00 ArcGIS Workflow Manager Server Advanced Up to Four Cores Annual Subscription Year 3 Material Qty Term Unit Price Total 193207 1 Year 1 $90,300.00 $90,300.00 Populations of 100,001 to 125,000 Small Government Enterprise Agreement Annual Subscription Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. For questions contact: Natalie Carter Email: ncarter@esri.com Phone: (909) 793-2853 x7419 The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use documentfound at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreementwith Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to yourpurchase of that item. If any item is quoted with a multi-year payment schedule, Esri may invoice at least 30 days in advance of each anniversarydate without the issuance or a Purchase Order, and Customer is required to make all payments without right of cancellation. Third-party data setsincluded in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to theapplicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further paymentsfor the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms ofEsri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental applyto some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreementregarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any differentor additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotationinformation is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. Theinformation may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers locatedin the USA. CARTERN This offer is limited to the terms and conditions incorporated and attached herein. Year 2 Subtotal: $285,740** Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 9 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 Quotation # Q-549996 Date: August 1, 2025 Environmental Systems Research Institute, Inc. 380 New York St Redlands, CA 92373-8100 Phone: (909) 793-2853 DUNS Number: 06-313-4175 CAGE Code: 0AMS3 Customer # 1697 Contract # ENTERPRISE AGREEMENT City of Carlsbad Information Technology 1635 Faraday Ave Carlsbad, CA 92008-7314 To expedite your order, please attach a copy of ATTENTION: June Acosta this quotation to your purchase order.PHONE: (760) 602-2433 Quote is valid from: 6/4/2025 To: 12/1/2025 EMAIL: june.acosta@carlsbadca.gov Material Qty Term Unit Price Total 157519 250 $0.00 $0.00 Small Enterprise Agreement Public Safety ArcGIS Enterprise Creator User Type in Continually Staffed Environment Subscription 159166 1 $5,150.00 $5,150.00 ArcGIS Hub Premium ArcGIS Online Community Annual Subscription 157511 250 $0.00 $0.00 Small Enterprise Agreement Public Safety ArcGIS Online Creator User Type in Continually Staffed Environment Subscription 136727 1 $24,100.00 $24,100.00 Premium Support Domestic Annual Subscription Up To 10 Cases Two (2) Authorized Callers. One annual PSS subscription including two authorized callers and up to 10 premium support cases. PSS gives you the convenience of prioritized case management and personalized technical support for Esri customers. Premium Support Services complement and extend existing standard technical support options by providing focused industry-centric support. The PSS program has been designed to meet the needs of Esri customers who are developing, implementing, or supporting complex, mission-critical GIS applications. With the Premium Support Services program, you will benefit from the highest level of technical support that Esri offers. Key features include an assigned Technical Account Manager, 24/7/365 case response and availability, one-hour response time for all reported PSS cases, and daily PSS case communication more information about PSS can be found at https://support.esri.com/ en-us/support-services/premium. 165630 1 $18,540.00 $18,540.00 ArcGIS Velocity Standard US Region Annual Subscription 177558 1 $10,825.00 $10,825.00 Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. For questions contact: Natalie Carter Email: ncarter@esri.com Phone: (909) 793-2853 x7419 The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use documentfound at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreementwith Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to yourpurchase of that item. If any item is quoted with a multi-year payment schedule, Esri may invoice at least 30 days in advance of each anniversarydate without the issuance or a Purchase Order, and Customer is required to make all payments without right of cancellation. Third-party data setsincluded in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to theapplicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further paymentsfor the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms ofEsri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental applyto some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreementregarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any differentor additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotationinformation is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. Theinformation may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers locatedin the USA. CARTERN This offer is limited to the terms and conditions incorporated and attached herein. Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 10 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 Quotation # Q-549996 Date: August 1, 2025 Environmental Systems Research Institute, Inc. 380 New York St Redlands, CA 92373-8100 Phone: (909) 793-2853 DUNS Number: 06-313-4175 CAGE Code: 0AMS3 Customer # 1697 Contract # ENTERPRISE AGREEMENT City of Carlsbad Information Technology 1635 Faraday Ave Carlsbad, CA 92008-7314 To expedite your order, please attach a copy of ATTENTION: June Acosta this quotation to your purchase order.PHONE: (760) 602-2433 Quote is valid from: 6/4/2025 To: 12/1/2025 EMAIL: june.acosta@carlsbadca.gov Material Qty Term Unit Price Total ArcGIS Workflow Manager Server Advanced Up to Four Cores Annual Subscription Advantage Program Material Qty Term Unit Price Total 97717 1 Year 1 $113,900.00 $113,900.00 Esri Advantage Program: Annual subscription designed to provide enterprise-wide visioning and geospatial enablement through technical advisory, an annual planning meeting, a collaboratively developed technical work plan, and access to exclusive quarterly technology webcasts. The program also provides access to a combination of consulting, premium support, and training services. This configuration includes a one-day annual planning session; up to 100 Advisor hours; Technology Webcasts and 100 Learning and Services Credits. The Esri Advantage Program terms and conditions shall apply. If not attached, or already incorporated into an existing and current Esri master contract, these terms and conditions can be viewed on the web at https:// www.esri.com/en-us/legal/terms/services. 97717 1 Year 2 $119,400.00 $119,400.00 Esri Advantage Program: Annual subscription designed to provide enterprise-wide visioning and geospatial enablement through technical advisory, an annual planning meeting, a collaboratively developed technical work plan, and access to exclusive quarterly technology webcasts. The program also provides access to a combination of consulting, premium support, and training services. This configuration includes a one-day annual planning session; up to 100 Advisor hours; Technology Webcasts and 100 Learning and Services Credits. The Esri Advantage Program terms and conditions shall apply. If not attached, or already incorporated into an existing and current Esri master contract, these terms and conditions can be viewed on the web at https:// www.esri.com/en-us/legal/terms/services. 97717 1 Year 3 $125,200.00 $125,200.00 Esri Advantage Program: Annual subscription designed to provide enterprise-wide visioning and geospatial enablement through technical advisory, an annual planning meeting, a collaboratively developed technical work plan, and access to exclusive Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. For questions contact: Natalie Carter Email: ncarter@esri.com Phone: (909) 793-2853 x7419 The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use documentfound at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreementwith Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to yourpurchase of that item. If any item is quoted with a multi-year payment schedule, Esri may invoice at least 30 days in advance of each anniversarydate without the issuance or a Purchase Order, and Customer is required to make all payments without right of cancellation. Third-party data setsincluded in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to theapplicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further paymentsfor the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms ofEsri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental applyto some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreementregarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any differentor additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotationinformation is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. Theinformation may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers locatedin the USA. CARTERN This offer is limited to the terms and conditions incorporated and attached herein. Year 3 Subtotal: $293,865** Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 11 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 Quotation # Q-549996 Date: August 1, 2025 Environmental Systems Research Institute, Inc. 380 New York St Redlands, CA 92373-8100 Phone: (909) 793-2853 DUNS Number: 06-313-4175 CAGE Code: 0AMS3 Customer # 1697 Contract # ENTERPRISE AGREEMENT City of Carlsbad Information Technology 1635 Faraday Ave Carlsbad, CA 92008-7314 To expedite your order, please attach a copy of ATTENTION: June Acosta this quotation to your purchase order.PHONE: (760) 602-2433 Quote is valid from: 6/4/2025 To: 12/1/2025 EMAIL: june.acosta@carlsbadca.gov Material Qty Term Unit Price Total quarterly technology webcasts. The program also provides access to a combination of consulting, premium support, and training services. This configuration includes a one-day annual planning session; up to 100 Advisor hours; Technology Webcasts and 100 Learning and Services Credits. The Esri Advantage Program terms and conditions shall apply. If not attached, or already incorporated into an existing and current Esri master contract, these terms and conditions can be viewed on the web at https:// www.esri.com/en-us/legal/terms/services. 187082 1 Year 1 $17,950.00 $17,950.00 Esri Advantage Program: Additional 25 Learning and Service Credits. This product cannot be purchased without an existing Advantage Program subscription. 187082 1 Year 2 $18,825.00 $18,825.00 Esri Advantage Program: Additional 25 Learning and Service Credits. This product cannot be purchased without an existing Advantage Program subscription. 187082 1 Year 3 $19,750.00 $19,750.00 Esri Advantage Program: Additional 25 Learning and Service Credits. This product cannot be purchased without an existing Advantage Program subscription. Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. For questions contact: Natalie Carter Email: ncarter@esri.com Phone: (909) 793-2853 x7419 The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use documentfound at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreementwith Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to yourpurchase of that item. If any item is quoted with a multi-year payment schedule, Esri may invoice at least 30 days in advance of each anniversarydate without the issuance or a Purchase Order, and Customer is required to make all payments without right of cancellation. Third-party data setsincluded in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to theapplicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further paymentsfor the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms ofEsri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental applyto some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreementregarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any differentor additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotationinformation is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. Theinformation may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers locatedin the USA. CARTERN This offer is limited to the terms and conditions incorporated and attached herein. Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 12 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 Nov. 4, 2025 Item #1 Page 13 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 Quotation # Q-549996 Date: August 1, 2025 Environmental Systems Research Institute, Inc. 380 New York St Redlands, CA 92373-8100 Phone: (909) 793-2853 DUNS Number: 06-313-4175 CAGE Code: 0AMS3 Customer # 1697 Contract # ENTERPRISE AGREEMENT City of Carlsbad Information Technology 1635 Faraday Ave Carlsbad, CA 92008-7314 To expedite your order, please attach a copy of ATTENTION: June Acosta this quotation to your purchase order.PHONE: (760) 602-2433 Quote is valid from: 6/4/2025 To: 12/1/2025 EMAIL: june.acosta@carlsbadca.gov _________________________________________________________________________________________________________________________________ If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to indicate your acceptance, you must fax Esri the signed quote in its entirety in order for the quote to be accepted. You will be contacted by your Customer Service Representative if additional information is required to complete your request. If your organization is a US Federal, state, or local government agency; an educational facility; or a company that will not pay an invoice without having issued a formal purchase order, a signed quotation will not be accepted unless it is accompanied by your purchase order. In order to expedite processing, please reference the quotation number and any/all applicable Esri contract number(s) (e.g. MPA, ELA, SmartBuy, GSA, BPA) on your ordering document. BY SIGNING BELOW, YOU CONFIRM THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION, AND YOU ARE AUTHORIZING ESRI TO ISSUE AN INVOICE FOR THE ITEMS INCLUDED IN THE ABOVE QUOTE IN THE AMOUNT OF $___________, PLUS SALES TAXES IF APPLICABLE. DO NOT USE THIS FORM IF YOUR ORGANIZATION WILL NOT HONOR AND PAY ESRI'S INVOICE WITHOUT ADDITIONAL AUTHORIZING PAPERWORK. Please check one of the following: ___ I agree to pay any applicable sales tax. ___ I am tax exempt, please contact me if exempt information is not currently on file with Esri. ___________________________________________ ________________________ Signature of Authorized Representative Date ___________________________________________ Name (Please Print) ___________________________________________ Title _________________________________________________________________________________________________________________________________ The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchase/license. This information may not be given to outside parties or used for any other purpose without consent from Environmental Systems Research Institute, Inc. (Esri). Any estimated sales and/or use tax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing. If your organization is tax exempt or pays state tax directly, then prior to invoicing, your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction. Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. For questions contact: Natalie Carter Email: ncarter@esri.com Phone: (909) 793-2853 x7419 The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use documentfound at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreementwith Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to yourpurchase of that item. If any item is quoted with a multi-year payment schedule, Esri may invoice at least 30 days in advance of each anniversarydate without the issuance or a Purchase Order, and Customer is required to make all payments without right of cancellation. Third-party data setsincluded in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to theapplicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further paymentsfor the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms ofEsri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental applyto some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreementregarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any differentor additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotationinformation is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. Theinformation may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers locatedin the USA. CARTERN This offer is limited to the terms and conditions incorporated and attached herein. x Geoff Patnoe City Manager NA Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 14 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 11/5/2025 Nov. 4, 2025 Item #1 Page 15 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 Nov. 4, 2025 Item #1 Page 16 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 11/5/2025 Page 3 of 6 June 30, 2025 1.0—ADDITIONAL DEFINITIONS In addition to the definitions provided in the Master Agreement, the following definitions apply to this Agreement: “Case” means a failure of the Software or Online Services to operate according to the Documentation where such failure substantially impacts operational or functional performance. “Deploy”, “Deployed” and “Deployment” mean to redistribute and install the Products and related Authorization Codes within Customer’s organization(s). “Fee” means the fee set forth in the Quotation. “Maintenance” means Tier 2 Support, Product updates, and Product patches provided to Customer during the Term of Agreement. “Master Agreement” means the applicable master agreement for Esri Products incorporated by this reference that is (i) found at https://www.esri.com/en- us/legal/terms/full-master-agreement and available in the installation process requiring acceptance by electronic acknowledgment or (ii) a signed Esri master agreement or license agreement that supersedes such electronically acknowledged master agreement. “Product(s)” means the products identified in Table A—List of Products and any updates to the list Esri provides in writing. “Quotation” means the offer letter and quotation provided separately to Customer. “Technical Support” means the technical assistance for attempting resolution of a reported Case through error correction, patches, hot fixes, workarounds, replacement deliveries, or any other type of Product corrections or modifications. “Tier 1 Help Desk” means Customer’s point of contact(s) to provide all Tier 1 Support within Customer’s organization(s). “Tier 1 Support” means the Technical Support provided by the Tier 1 Help Desk. “Tier 2 Support” means the Esri Technical Support provided to the Tier 1 Help Desk when a Case cannot be resolved through Tier 1 Support. 2.0—ADDITIONAL GRANT OF LICENSE 2.1 Grant of License. Subject to the terms and conditions of this Agreement, Esri grants to Customer a personal, nonexclusive, nontransferable license solely to use, copy, and Deploy quantities of the Products listed in Table A—List of Products for the Term of Agreement (i) for the applicable Fee and (ii) in accordance with the Master Agreement. 2.2 Consultant Access. Esri grants Customer the right to permit Customer’s consultants or contractors to use the Products exclusively for Customer’s benefit. Customer will be solely responsible for compliance by consultants and contractors with this Agreement and will ensure that the consultant or contractor discontinues use of Products upon completion of work for Customer. Access to or use of Products by consultants or contractors not exclusively for Customer’s benefit is prohibited. Customer may not permit its consultants or contractors to install Software or Data on consultant, contractor, or third-party computers or remove Software or Data from Customer locations, except for the purpose of hosting the Software or Data on Contractor servers for the benefit of Customer. 3.0—TERM,TERMINATION, AND EXPIRATION 3.1 Term. This Agreement and all licenses hereunder will commence on the Effective Date and continue for the duration identified in the Term of Agreement, unless this Agreement is terminated earlier as provided herein. Customer is only authorized to use Products during the Term of Agreement. For an Agreement with a limited term, Esri does not grant Customer an indefinite or a perpetual license to Products. 3.2 No Use upon Agreement Expiration or Termination. All Product licenses, all Maintenance, and Esri User Conference registrations terminate upon expiration or termination of this Agreement. 3.3 Termination for a Material Breach. Either party may terminate this Agreement for a material breach by the other party. The breaching party will have thirty (30) days from the date of written notice to cure any material breach. 3.4 Termination for Lack of Funds. For an Agreement with government or government- Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 17 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 Page 4 of 6 June 30, 2025 owned entities, either party may terminate this Agreement before any subsequent year if Customer is unable to secure funding through the legislative or governing body’s approval process. 3.5 Follow-on Term. If the parties enter into another agreement substantially similar to this Agreement for an additional term, the effective date of the follow-on agreement will be the day after the expiration date of this Agreement. 4.0—PRODUCT UPDATES 4.1 Future Updates. Esri reserves the right to update the list of Products in Table A—List of Products by providing written notice to Customer. Customer may continue to use all Products that have been Deployed, but support and upgrades for deleted items may not be available. As new Products are incorporated into the standard program, they will be offered to Customer via written notice for incorporation into the Products schedule at no additional charge. Customer’s use of new or updated Products requires Customer to adhere to applicable additional or revised terms and conditions in the Master Agreement. 4.2 Product Life Cycle. During the Term of Agreement, some Products may be retired or may no longer be available to Deploy in the identified quantities. Maintenance will be subject to the individual Product Life Cycle Support Status and Product Life Cycle Support Policy, which can be found at https://support.esri.com/en/other- resources/product-life-cycle. Updates for Products in the mature and retired phases may not be available. Customer may continue to use Products already Deployed, but Customer will not be able to Deploy retired Products. 5.0—MAINTENANCE The Fee includes standard maintenance benefits during the Term of Agreement as specified in the most current applicable Esri Maintenance and Support Program document (found at https://www.esri.com/en- us/legal/terms/maintenance). At Esri’s sole discretion, Esri may make patches, hot fixes, or updates available for download. No Software other than the defined Products will receive Maintenance. Customer may acquire maintenance for other Software outside this Agreement. a. Tier 1 Support 1.Customer will provide Tier 1 Support through the Tier 1 Help Desk to all Customer’s authorized users. 2.The Tier 1 Help Desk will be fully trained in the Products. 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.The Tier 1 Help Desk will be the initial point of contact for all questions and reporting of a Case. The Tier 1 Help Desk will obtain a full description of each reported Case and the system configuration from the user. This may include obtaining any customizations, code samples, or data involved in the Case. 5.If the Tier 1 Help Desk cannot resolve the Case, an authorized Tier 1 Help Desk individual may contact Tier 2 Support. The Tier 1 Help Desk will provide support in such a way as to minimize repeat calls and make solutions to problems available to Customer’s organization. 6.Tier 1 Help Desk individuals are the only individuals authorized to contact Tier 2 Support. Customer may change the Tier 1 Help Desk individuals by written notice to Esri. b. Tier 2 Support 1.Tier 2 Support will log the calls received from Tier 1 Help Desk. 2.Tier 2 Support will review all information collected by and received from the Tier 1 Help Desk including preliminary documented troubleshooting provided by the Tier 1 Help Desk when Tier 2 Support is required. 3.Tier 2 Support may request that Tier 1 Help Desk individuals provide verification of information, additional information, or answers to additional questions to Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 18 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 Page 5 of 6 June 30, 2025 supplement any preliminary information gathering or troubleshooting performed by Tier 1 Help Desk. 4. Tier 2 Support will attempt to resolve the Case submitted by Tier 1 Help Desk. 5.When the Case is resolved, Tier 2 Support will communicate the information to Tier 1 Help Desk, and Tier 1 Help Desk will disseminate the resolution to the user(s). 6.0—ENDORSEMENT AND PUBLICITY This Agreement will not be construed or interpreted as an exclusive dealings agreement or Customer’s endorsement of Products. Either party may publicize the existence of this Agreement. 7.0—ADMINISTRATIVE REQUIREMENTS 7.1 OEM Licenses. Under Esri’s OEM or Solution OEM programs, OEM partners are authorized to embed or bundle portions of Esri products and services with their application or service. OEM partners’ business model, licensing terms and conditions, and pricing are independent of this Agreement. Customer will not seek any discount from the OEM partner or Esri based on the availability of Products under this Agreement. Customer will not decouple Esri products or services from the OEM partners’ application or service. 7.2 Annual Report of Deployments. At each anniversary date and ninety (90) calendar days prior to the expiration of this Agreement, Customer will provide Esri with a written report detailing all Deployments. Upon request, Customer will provide records sufficient to verify the accuracy of the annual report. 8.0—ORDERING, ADMINISTRATIVE PROCEDURES,DELIVERY,AND DEPLOYMENT 8.1 Orders, Delivery, and Deployment a. Upon the Effective Date, Esri will invoice Customer and provide Authorization Codes to activate the nondestructive copy protection program that enables Customer to download, operate, or allow access to the Products. If this is a multi-year Agreement, Esri may invoice the Fee up to thirty (30) calendar days before the annual anniversary date for each year. b. Undisputed invoices will be due and payable within thirty (30) calendar days from the date of invoice. Esri reserves the right to suspend Customer’s access to and use of Products if Customer fails to pay any undisputed amount owed on or before its due date. Esri may charge Customer interest at a monthly rate equal to the lesser of one percent (1.0%) per month or the maximum rate permitted by applicable law on any overdue fees plus all expenses of collection for any overdue balance that remains unpaid ten (10) days after Esri has notified Customer of the past-due balance. c. Esri’s federal ID number is 95-2775-732. d. If requested, Esri will ship backup media to the ship-to address identified on the Ordering Document, FOB Destination, with shipping charges prepaid. Customer acknowledges that should sales or use taxes become due as a result of any shipments of tangible media, Esri has a right to invoice and Customer will pay any such sales or use tax associated with the receipt of tangible media. 8.2 Order Requirements. Esri does not require Customer to issue a purchase order. Customer may submit a purchase order in accordance with its own process requirements, provided that if Customer issues a purchase order, Customer will submit its initial purchase order on the Effective Date. If this is a multi-year Agreement, Customer will submit subsequent purchase orders to Esri at least thirty (30) calendar days before the annual anniversary date for each year. a. All orders pertaining to this Agreement will be processed through Customer’s centralized point of contact. b. The following information will be included in each Ordering Document: (1) Customer name; Esri customer number, if known; and bill-to and ship-to addresses (2) Order number (3) Applicable annual payment due Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 19 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 Page 6 of 6 June 30, 2025 9.0—MERGERS, ACQUISITIONS, OR DIVESTITURES If Customer is a commercial entity, Customer will notify Esri in writing in the event of (i) a consolidation, merger, or reorganization of Customer with or into another corporation or entity; (ii) Customer’s acquisition of another entity; or (iii) a transfer or sale of all or part of Customer’s organization (subsections i, ii, and iii, collectively referred to as “Ownership Change”). There will be no decrease in Fee as a result of any Ownership Change. 9.1 If an Ownership Change increases the cumulative program count beyond the maximum level for this Agreement, Esri reserves the right to increase the Fee or terminate this Agreement and the parties will negotiate a new agreement. 9.2 If an Ownership Change results in transfer or sale of a portion of Customer’s organization, that portion of Customer’s organization will transfer the Products to Customer or uninstall, remove, and destroy all copies of the Products. 9.3 This Agreement may not be assigned to a successor entity as a result of an Ownership Change unless approved by Esri in writing in advance. If the assignment to the new entity is not approved, Customer will require any successor entity to uninstall, remove, and destroy the Products. This Agreement will terminate upon such Ownership Change. 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Each section of this Agreement may include additional definitions that are used exclusively within that section. 1.0 GENERAL GRANT OF RIGHTS AND RESTRICTIONS 1.1 Grant of Rights. In consideration of Customer s payment of all applicable fees and in accordance with this Agreement, Esri a. Provides Services as set forth in this Agreement; b. Grants to Customer a nonexclusive, nontransferable right and license or subscription to access and use Esri Offerings as set forth in the Specifications and applicable Ordering Documents; and c. Authorizes Customer to copy and make derivative works of the Documentation for Customer s own internal use in conjunction with Customer s authorized use of Esri Offerings. Customer will include the following copyright attribution notice acknowledging the proprietary rights of Esri and its licensors in any derivative work: Portions of this document include intellectual property of Esri and its licensors and are used under license. Copyright © [Customer will insert the actual copyright date(s) from the source materials.] Esri and its licensors. All rights reserved. The grants of rights in this section (i) continue for the duration of the subscription or applicable Term or perpetually if no Term is applicable or identified in the Ordering Documents and (ii) are subject to additional rights and restrictions in this Agreement including Attachment B. 1.2 Consultant or Contractor Access. Customer may authorize its consultants or contractors to (i) host Esri Offerings for Customer s benefit and (ii) use Esri Offerings exclusively for Customer s benefit. Customer will be solely responsible for its consultants and contractors compliance with this Agreement and will ensure that each consultant or contractor discontinues use of Esri Offerings upon completion of work for Customer. Access to or use of Esri Offerings by consultants or contractors that is not exclusively for Customer s benefit is prohibited. 1.3 Reservation of Rights. All Esri Offerings are the copyrighted works of Esri or its licensors; all rights not specifically granted in this Agreement are reserved. 1.4 Customer Content. Esri does not acquire any rights in Customer Content under this Agreement other than as needed to provide Esri Offerings and Services to Customer. 2.0 OWNERSHIP OF DELIVERABLES. Esri or its licensors own and retain ownership of Deliverables. 2.1 System and Data Access. Each Activity Description will specify any requirement for Customer to give Esri personnel access to Customer s systems or data. 3.0 ESRI MANAGED CLOUD SERVICES 3.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a.Esri Managed Cloud Services Environment means the hardware, Software, Data, and network platform that Esri or its third-party supplier provides as part of Esri Managed Cloud Services. b.Hosting means the business of housing and making accessible Customer Content via the Internet. 3.2 Provision of Esri Managed Cloud Services. a.General Terms. Use of Esri Managed Cloud Services is subject to the Cloud Services terms found in Attachment B of this Agreement. b.Requirements Planning. It is Customer s responsibility to plan for and address with Esri changes to Customer s requirements, such as the need for additional capacity, the update of an application or dataset, or increased level of system availability. Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 45 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 E204AP Page 3 of 17 August 1, 2025 c.Compensation and Expenses. Esri will invoice Customer for the one-time setup fee upon Activity Description. Thereafter, Esri deduct Learning and Service Credits monthly for the Esri Managed Cloud Services to be provided the following month. Customer is responsible for any shipping or temporary storage costs incurred during the delivery of Customer Content to Esri or removal of Customer Content from the Esri Managed Cloud Services Environment. d.Risk of Loss. Risk of loss for all Customer Content shall at all times remain with Customer, and it is Customer s sole responsibility to maintain regular backups of Customer Content. Risk of loss for the Esri Managed Cloud Services Environment shall at all times remain with Esri. e.Personally Identifiable Information. Prior to providing any Customer Content under this Agreement, Customer shall notify Esri if Customer Content includes personally identifiable information. f.Public Software. Customer may not use, and may not authorize its end users or contractors to combine or use any Esri Offerings with any software (including any underlying dependencies), documentation, or other material distributed under an open source or other similar licensing or distribution model that requires as a condition of such model that any component of the Esri Offering to be (1) disclosed or distributed in source code form, (2) made available free of charge to third parties, or (3) modifiable without restriction by third parties. g.Monitoring. Customer will provide information and other materials related to its Customer Content as reasonably requested by Esri or its Hosting partner to verify Esri s or Customer s compliance with this Agreement. Esri or its Hosting partner, as applicable, may browse, index, or otherwise monitor the external interfaces of any Customer Content solely for the purpose of verifying compliance with this Agreement. 4.0 TRAINING 4.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a.Customer-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 Customer for use in training. b.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. c.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. d.Esri Mobile Lab means a service in which Esri will deliver and set up a training environment at the Customer s site for use in conjunction with scheduled Esri Training Events only. The Esri Mobile Lab will include certain hardware, software, power cords, and network switches necessary for the instructor to set up the environment. e.Esri Training Event(s) means an Esri site class, Esri instructor-led online class, a Customer site/private class, workshop, or coaching services. f.Esri Training Representative means Customer s primary Esri liaison in organizing private Esri Training Events. g.Student(s) means a Customer employee or agent who is a registered participant in a specific Esri Training Event or Training-related services. If Customer is an individual, then Student means Customer. h.Training Pass means a nonrefundable, nontransferable block of prepaid training days with a fixed price per day throughout the Term of the Training Pass. i.Esri Mobile Router means a service in which Esri will deliver and setup a mobile router at the Customer s site for use in conjunction with a scheduled Esri Training Event only. The mobile router provides high-speed wireless internet access needed to run the Esri Training Event. j.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. Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 46 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 E204AP Page 4 of 17 August 1, 2025 4.2 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. Customer may reproduce copies of Training Materials for registered Students. c. Customer may not and may not permit any Student to (i) separate the component parts of Training Materials for any use or (ii) use audio or video recording equipment during an Esri Training Event. d. Esri may issue temporary Product authorizations if Customer has an insufficient number of Products available for Training. Customer may use such Products as Training Materials under the terms of this Agreement. Customer will uninstall all deployed Products and return any media provided by Esri upon conclusion of the Esri Training Event. e. Customer will retain ownership of any Customer-Supplied Training Data. 4.3 Esri s Responsibilities. Esri will a. Provide an instructor qualified to conduct 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 payment method. Registrations without a confirmed payment method are placed on the reservation waiting list. All reservations on the waiting list are subject to availability. Customer site/Private class and coaching services confirmation is also dependent on receipt of the completed Customer site training request form. 4.4 Customer s Responsibilities. Customer 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 with payment method information at least 15 business days before the scheduled start date; d. Provide the Esri Training Representative with a list of names and email addresses of any Students who are to attend an Esri Training Event at least 3 business days before the scheduled start date, for compliance 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 Customer-designated facility, complete a client-site training request form; consult with Esri personnel to determine classroom, computer, and network requirements; and provide all such required classrooms, computers, and network access; f. Ensure that Student use of Training Materials provided by Esri complies with the terms of this Agreement; and g. Assume full liability and responsibility for Student attending Training course(s) under this Agreement. h. If the Esri Mobile Lab or Mobile Router is used, Customer will 1. Take delivery of the Esri Mobile Lab or Mobile Router from the shipping agent, and keep it in a secure, locked area at all times; 2. Immediately report any previously damaged Esri Mobile Lab or Mobile Router equipment to the Esri Training Representative upon receipt of the shipment; and 3. Be financially responsible for loss of, damage to, or theft of Esri Mobile Lab or Mobile Router equipment while in Customer s possession. Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 47 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 E204AP Page 5 of 17 August 1, 2025 4.5 Student Registration and Training Event Change Policy. a. Customer will provide advance written notice to Esri Customer Service at service@esri.com to reschedule or cancel any Esri Training Event or to substitute a student in a scheduled Esri Training Event. b. A replacement Student must be from the same Customer organization as the Student being replaced. c. If Customer reschedules an Esri Training Event three or fewer days before the scheduled start date, Esri will charge Customer 50 percent of the fee plus the cost of the rescheduled Esri Training Event. d. If Customer (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, Customer will be liable for the full Esri Training Event fee. e. If cancellation of an Esri Training Event is necessary due to causes beyond the party s reasonable control, the affected party may reschedule or cancel the Esri Training Event without incurring any liability. f.Termination of Agreement. Students who are currently registered for an Esri Training Event as of the date of termination of this Agreement may attend the scheduled Esri Training Event, subject to the terms and conditions of this Agreement. 4.6 Compensation. a. Esri will deduct Customer Learning and Service Credits upon completion of the Esri Training Event or on purchase of a Training Pass. 4.7 Availability and General Provision of Wireless Service a. Esri will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to wireless service interruptions or unavailability. 4.8 Esri E-Learning in the Customer s Learning Management System a. Esri E-Learning Content (SCORM format) License, specific terms of use incorporated by reference are found at https://www.esri.com/content/dam/esrisites/en-us/media/legal/scorm-lms/scorm-terms-and-conditions.pdf b. Esri Academy LMS Integration Subscription, specific terms of use incorporated by reference are found at https://www.esri.com/content/dam/esrisites/en-us/media/legal/scorm-lms/lms-terms-and-conditions.pdf 5.0 ADVANTAGE PROGRAM 5.1 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 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. c.Authorized Contact means Customer s point of contact for the Advantage Program identified below. d.Learning and Services Credits means a contracted unit of exchange that Customer may use to acquire Professional Services, Training, PSS, Esri Managed Cloud Services, or related travel expenses as described below. e.Premium Support Services or PSS means a prioritized incident management and technical support program further described at https://support.esri.com/en/support/premium. f.Advisor means an Esri consultant assigned to work with Customer to provide Professional Services such as advising Customer on GIS strategies, facilitating annual planning, and developing and coordinating a collaborative work plan under the Advantage Program. 5.2 Advantage Program Description. 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 Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 48 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 E204AP Page 6 of 17 August 1, 2025 Professional Services, Training, PSS, and Esri Managed Cloud Services that Customer can select to best meet its needs with guidance from Advisor. The Advantage Program may change from time to time. The Advantage Program includes the following: a.Advisor. Customer will receive up to the number of Advisor hours ordered. Customer may elect to retain additional Advisor hours for a supplemental price. b.Annual Planning Meeting. A 1-day annual planning meeting is included. c.Work Plan. A collaboratively developed document is designed to drive the program s implementation through definition of Customer s GIS vision, goals, and objectives. d.Learning and Services Credits. Customer will receive the number of Learning and Services Credits ordered. Customer may use the credits toward any combination of Professional Services, Training, PSS, Esri Managed Cloud Services, or related travel expenses. Customer may order, for an additional price, additional Learning and Services Credits. Learning and Services Credits may be exchanged as described at the applicable Advantage Program website. Esri will provide a monthly report outlining usage of Learning and Services Credits to date to the Authorized Contact. e.Technology Webcasts. Esri will provide an email invitation to the Authorized Contact for webcasts 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. 5.3 Authorized Contact Information. Customer identifies the following person as its initial Authorized Contact. (to be completed by Customer): Contact Name: Address: City, State, ZIP: Email: Telephone: Fax: 5.4 Current on Maintenance. Customer must remain current on standard Software Maintenance during the Advantage Program term. 5.5 Authorization of Learning and Services Credits Use. Customer will contact its account manager or Advisor to consume Learning and Services Credits for a particular request. Esri will submit an Activity Description by email to Customer for confirmation and authorization to use Learning and Services Credits. Customer 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 Learning and Services Credits available. 5.6 Activity Descriptions for Esri Managed Cloud Services. The Activity Description for Esri Managed Cloud Services orders must include the following: a.The Esri Managed Cloud Services Term. The time period in which Esri provides the Esri Managed Cloud Services to Customer. The Esri Managed Cloud Services term does not begin until setup and deployment of the data and application are complete. b.Targeted System Availability. The minimum percentage of time that Customer has external access to the application and associated Customer Content through the Internet. Examples of supported levels of system availability are 95 percent, 99 percent, and 99.9 percent. Not all Esri Managed Cloud Services offerings include a Targeted System Availability. c.Number of Anticipated Requests. A The number of requests made by an end user through a client (e.g., desktop computer, web application, mobile device) and sent to a server(s) that is set up in the Esri Managed Cloud Services Environment by Esri and performs computational tasks on behalf of the end user. An example Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B 442-339-2450 1635 FARADAY AVE IT DIRECTOR CARLSBAD, CA 92008 MARIA.CALLANDER@CARLSBADCA.GOV Nov. 4, 2025 Item #1 Page 49 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 E204AP Page 7 of 17 August 1, 2025 of a common request used in a GIS is a map request. A map request is made every time a user pans, zooms, or queries a map service. d.Amount of Data Storage. The storage capacity required to retain digital data, which is to be used and consumed in Customer GIS applications or Cloud Services. e.Learning and Services Credits Consumption. The price for the Esri Managed Cloud Services in Learning and Services Credits. The Data storage location may be defined in the Activity Description. 5.7 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 meal per diem will be determined in accordance with the full daily limits specified on the government Defense Travel website at Defense Travel website at https://www.defensetravel.dod.mil/site/perdiemCalc.cfm. Customer will use Learning and Services Credits for travel and per diem expenses. 5.8 Notification of Consumed Credits. Esri will notify Customer if the authorized Learning and Services Credits are consumed prior to completion of the requested work. Customer 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 Customer has consumed all its Learning and Services Credits. 5.9 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. 5.10 Invoicing. a. Esri shall invoice Customer as quoted for the Advantage Program subscription, additional Learning and Services Credits, or Advisor services upon receipt of Customer 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 Customer s payment of the renewal invoice. Esri will invoice fees for additional Learning and Services Credits or Advisor services upon receipt of Customer s order. b. Pricing for program renewals and new or additional Services will be in accordance with Esri s standard pricing at the time of purchase or renewal. 5.11 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, Customer 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 Customer 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 Agreement, whichever comes first. Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 50 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 E204AP Page 8 of 17 August 1, 2025 ATTACHMENT A GLOSSARY OF TERMS The following glossary of terms applies to all Esri Offerings and Services that Esri may provide to its customers. Certain Esri Offerings or Services may not be within the scope of this Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this Agreement. 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 Esri Managed Cloud Services. Content means data, images, photographs, animations, video, audio, text, maps, databases, data models, spreadsheets, user interfaces, graphics components, icons, software, and other resources used in connection with Esri Offerings and Services. Control means having more than 50 percent of the voting stock or other voting interest in the Controlled entity. Customer Content means any Content that Customer provides, uses, or develops in connection with Customer s use of Esri Offerings or Services, including Value-Added Applications. Customer Content excludes any feedback, suggestions, or requests for improvements that Customer provides to Esri. Data means any commercially available digital dataset(s) including, but not limited to, geographic vector data, raster data reports, or associated tabular attributes that Esri bundles with other Esri Offerings or delivers independently. Deliverables means anything that Esri delivers to Customer 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 means a Customer-specific cloud infrastructure, Software, Data, and network platform that Esri hosts, manages, and makes available to Customer or Customer s end users via the Internet. Esri Offering(s) means Training or Professional Services that Esri provides directly to Customer, including Deliverables and Training Materials. Esri Offerings exclude Services and Third-Party Content. GIS means geographic information system. Maintenance means a subscription program that Esri provides and that entitles Customer to Product updates and other benefits such as access to technical support and self-paced, web-based learning resources. Malicious Code means software viruses; worms; time bombs; Trojan horses; or any other computer code, files, denial of service, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment. Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 51 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 E204AP Page 9 of 17 August 1, 2025 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, purchase order, proposal, Task Order, or other document identifying Esri Offerings, updates, or Services that Customer orders. Perpetual License means a license to use a version of the Esri Offering for which applicable license fees have been paid, indefinitely, unless terminated by Esri or Customer as authorized under this Agreement. Product(s) means Software, Data, and Online Services. Professional Services means any development or consulting services that Esri provides to Customer. Sample(s) means sample code, sample applications, add-ons, or sample extensions of Products. Service(s) means Esri Managed Cloud Services, Training, or Professional Services directly to Customer, then Services also include Esri Managed Cloud Services, 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 scope of work set forth in any Activity Description, or (ii) Esri s published course descriptions for Training. Subscription means a license for use of an Esri Offering for a limited time period or a right to receive Services for a limited time period. Task Order(s) means an Ordering Document for Services. Term License means a license for use of an Esri Offering for a limited time period (Term ). Third-Party Content means any Content that Customer may obtain from a third-party website or that persons other than Esri employees, suppliers, or contractors may directly contribute to Esri s website. Training means (i) Product training or (ii) related training that Esri provides under this Agreement. Training Materials means digital or printed Content required to complete Training, which may include, but is not limited to, workbooks, data, concepts, exercises, assessments, and exams. Value-Added Application(s) means an application developed by Customer for use in conjunction with the authorized use of any Software, Data, or Online Services. Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 52 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 E204AP Page 10 of 17 August 1, 2025 ATTACHMENT B GENERAL TERMS AND CONDITIONS The following general terms and conditions apply to all Esri Offerings and Services that Esri may offer to its customers. Certain Esri Offerings or Services may not be available under this Agreement. Please disregard any terms that are not applicable to Esri Offerings or Services offered under this Agreement. ARTICLE B.1 GENERAL USE RESTRICTIONS Except as expressly permitted in this Agreement, Customer will not a. Sell, rent, lease, sublicense, distribute, lend, time-share, or assign Services or Esri Offerings; b. Distribute or provide direct access to Services or Esri Offerings to third parties, in whole or in part, including, but not limited to, extensions, components, or Dynamic Link Libraries; 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 Esri Offering to open-source or open-database license terms (e.g. GPL) that require any part of the Esri Offering to be subject to additional terms, for example 1. Disclosed in source code form to third parties; 2. Licensed to third parties for the purpose of making derivative works; or 3. Redistributable to third parties at no charge; or l. Generate revenue by providing access to Software or Online Services through a Value-Added Application. These restrictions will not apply to the extent that they conflict with applicable law or regulation. ARTICLE B.2 TERM AND TERMINATION B.2.1 Customer may terminate this Agreement or any Esri Offerings license or subscription at any time upon written notice to Esri. Termination without cause does not entitle Customer to receive any refund of fees paid. Any right to terminate pending Services engagements for convenience is set forth in the applicable section in the body of this Agreement. Either party may terminate this Agreement or any license or subscription for a material breach that is not cured within 30 days of written notice to the breaching party. Upon any termination of this Agreement for breach, Esri will stop providing Services. Any licenses in Esri Offerings that survive termination of this Agreement continue under the terms of this Agreement. B.2.2 If Esri terminates this Agreement following Customer s breach, then Esri may also, at its election, terminate Customer s licenses or subscriptions to Esri Offerings. If Customer terminates this Agreement for cause or convenience, then Customer may, at its election, also terminate Customer s licenses or subscriptions to Esri Offerings. Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 53 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 E204AP Page 11 of 17 August 1, 2025 B.2.3 Upon any termination or expiration of a license or subscription, Customer will a. Stop accessing and using the terminated or expired Esri Offerings; b. Clear any client-side data cache derived from the terminated or expired Cloud Services; and c. Stop using and uninstall, remove, and destroy all copies of the terminated or expired Esri Offerings in Customer s possession or control, including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to Esri or its authorized distributor. Esri may stop performing Services immediately upon written notice to Customer if a bankruptcy or insolvency proceeding is commenced by or against Customer until the trustee cures any existing defaults and provides adequate assurance of future performance under this Agreement. This Agreement terminates upon the insolvency, liquidation, or dissolution of either party. ARTICLE B.3 LIMITED WARRANTIES AND DISCLAIMERS B.3.1 Limited Warranties. Except as disclaimed below, Esri warrants to Customer that (i) Products and Training will substantially comply with the applicable Specifications and (ii) Services will substantially conform to the professional and technical standards of the industry. The warranty period for Esri Offerings offered under a Perpetual License and for Services runs for 90 days from the date of delivery or from the date of acceptance if this Agreement provides an acceptance period. The warranty period for Esri Offerings offered under a subscription or Term License basis runs for the lesser of (i) the duration of the subscription or term or (ii) 90 days from delivery or acceptance if this Agreement provides an acceptance period. B.3.2 Special Disclaimer. Third-Party Content; Data; Samples; hot fixes; patches; updates; Online Services provided at no charge; and trial, evaluation, and Beta Products are delivered as is and without warranty of any kind. B.3.3 General Disclaimer. Except for the express limited warranties set forth in this Agreement, Esri disclaims all other warranties or conditions of any kind, whether express or implied, including, but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, and noninfringement of intellectual property rights. Esri is not responsible for any nonconformities with Specifications or loss, deletion, modification, or disclosure of Customer Content caused by Customer s modification of any Esri Offering other than as specified in the Documentation. Esri does not warrant that Esri Offerings, or Customer s operation of the same, will be uninterrupted, error free, fault tolerant, or fail- safe or that all nonconformities can or will be corrected, or will result in Customer s compliance with any applicable law. Esri Offerings are not designed, manufactured, or intended for use in environments or applications that may lead to death, personal injury, or physical property or environmental damage. Customer should not follow any navigational route suggestions that appear to be hazardous, unsafe, or illegal. Any such uses will be at Customer s own risk and cost. Customer must use its independent judgment to determine whether (i) Esri Offerings are suitable for its Value-Added Applications and (ii) Value Added Applications are safe for use by end users and other third parties. B.3.4 Disclaimers. a. Internet Disclaimer. Neither party will be liable for damages under any theory of law related to the performance or discontinuance of operation of the Internet or to regulation of the Internet that might restrict or prohibit the operation of Cloud Services. b. Third-Party Websites; Third-Party Content. Esri is not responsible for any third-party website or Third- Party Content that appears in or is referenced by Esri Offerings or Esri websites, including www.esri.com, developers.arcgis.com, livingatlas.arcgis.com and www.arcgis.com. Providing links to third-party websites and resources does not imply an endorsement, affiliation, or sponsorship of any kind. c. Artificial Intelligence (AI)/Machine Learning (ML) Disclaimer. As specified in the Documentation, certain Esri Offerings may integrate third-party AI/ML software libraries and third-party or Esri created pre-trained AI/ML models for various tasks including, but not limited to, object detection, image obfuscation, image classification, or text or speech recognition. Customer may use these capabilities Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 54 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 E204AP Page 12 of 17 August 1, 2025 at its option and such AI/ML capabilities are delivered as is and without warranty of any kind. In certain cases, the Esri Offering may provide Customers the ability to configure their own custom AI/ML models to meet Customer s unique requirements, which except for the express warranties contained in this Agreement, shall be at Customer s own risk. B.3.5 Exclusive Remedy. Customer s exclusive remedy and Esri s entire liability for breach of the limited warranties in this section will be to replace any defective media and to (i) repair, correct, or provide a workaround for the applicable Esri Offering or Services or (ii) at Esri s election, terminate Customer s right to use and refund the fees paid for Esri Offerings or Services that do not meet Esri s limited warranties. ARTICLE B.4 LIMITATION OF LIABILITY B.4.1 Disclaimer of Liability. (a) Neither Customer, Esri, nor any Esri authorized distributor or third party licensor will be liable for any indirect, special, incidental, or consequential damages; lost profits; lost sales; loss of goodwill; or costs of procurement of substitute goods or services. (b) Neither Customer, Esri nor any Esri authorized distributor or third-party licensor will be liable for any direct damages exceeding the applicable license fees, or current subscription fees, or Services fees paid or owed to Esri during the twelve (12) month period prior to the date upon which the related claim arose. B.4.2 The limitations and exclusions of liability in the preceding paragraph do not apply to Customer s infringement, misuse, or misappropriation of Esri s or Esri s licensors intellectual property rights, either party s indemnification obligations, gross negligence, willful misconduct, or violations of the Export Compliance clause of this Agreement. B.4.3 Applicability of Disclaimers and Limitations. Esri or its authorized distributor has set its fees and entered into this Agreement in reliance on the disclaimers and limitations in this Agreement; the fees reflect an allocation of risk that is an essential basis of the bargain between the parties. These limitations will apply whether or not a party is aware of the possibility of any damage and notwithstanding any failure of essential purpose of any exclusive, limited remedy. B.4.4 The foregoing disclaimers, limitations, and exclusions may be invalid in some jurisdictions and apply only to the extent permitted by applicable law or regulation in Customer s jurisdiction. Customer may have additional rights that may not be waived or disclaimed. Esri does not seek to limit Customer s warranty or remedies to any extent not permitted by law. ARTICLE B.5 INDEMNIFICATIONS B.5.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a.Claim means any claim, action, or demand by a third party. b.Indemnitees means Customer and its directors, officers, and employees. c.Infringement Claim(s) means any Claim alleging that Customer s use of or access to any Esri Offering or Service infringes a patent, copyright, trademark, or trade secret. d.Loss(es) means expenditure, damage award, settlement amount, cost, or expense, including awarded attorneys fees. B.5.2 Infringement Indemnity. a. Esri will defend, hold all Indemnitees harmless from, and indemnify any Loss arising out of an Infringement Claim. b. If Esri determines that an Infringement Claim is valid, Esri may, at its expense, either (i) obtain rights for Customer to continue using the Esri Offerings or Services or (ii) modify the Esri Offerings or Services while maintaining substantially similar functionality. If neither alternative is commercially reasonable, Esri may terminate Customer s right to use the Esri Offerings or Services and will refund any (a) license fees that Customer paid for the infringing Esri Offerings or Services acquired under a Perpetual License, prorated on a Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 55 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 E204AP Page 13 of 17 August 1, 2025 5-year, straight-line depreciation basis beginning from the initial date of delivery or (b) unused portion of fees paid for Term Licenses, subscriptions, and Maintenance. c. Esri has no obligation to defend an Infringement Claim or to indemnify Customer to the extent the Infringement Claim arises out of (i) the combination or integration of Esri Offerings or Services with a product, process, system, or element that Esri has not supplied or specified in the Specification; (ii) alteration of Esri Offerings or Services by anyone other than Esri or its subcontractors; (iii) compliance with Customer s specifications; or (iv) use of Esri Offerings or Services after Esri either provides a modified version to avoid infringement or terminates Customer s right to use the Esri Offerings or Services. B.5.3 General Indemnity. Esri will defend and hold all Indemnitees harmless from, and indemnify any Loss arising out of, any Claim for bodily injury, death, or tangible or real property damage brought against any of the Indemnitees to the extent arising from any negligent act or omission or willful misconduct by Esri or its directors, officers, employees, or agents performing Services while on Customer s site. B.5.4 Conditions for Indemnification. As conditions for indemnification, Indemnitee will (i) promptly notify Esri in writing of the Claim, (ii) provide all available documents describing the Claim, (iii) give Esri sole control of the defense of any action and negotiation related to the defense or settlement of any Claim, and (iv) reasonably cooperate in the defense of the Claim at Esri s request and expense. B.5.5 This section sets forth the entire obligation of Esri, its authorized distributor, and its third party licensors regarding any Claim for which Esri must indemnify Customer. ARTICLE B.6 INSURANCE If Esri is providing Services, Esri will carry, at a minimum, the following coverage: a. Comprehensive general liability or commercial general liability with a minimum coverage of $1,000,000.00 (US dollars) combined single limit per occurrence for bodily injury, including death, and property damage liability to include the following: 1. Premises and operations; 2. Blanket contractual liability; 3. Broad form property damage; 4. Independent contractors; 5. Personal injury, with employee exclusion deleted; and 6. Completed operations. b. Workers compensation insurance, with waiver of subrogation, in an amount that complies with statutory limits. ARTICLE B.7 SECURITY AND COMPLIANCE B.7.1 Security. Esri publishes its security capabilities at https://trust.arcgis.com. Customer may give Esri personnel access to Customer systems or to Customer or third-party personal information, controlled information, or sensitive data if access is essential for Esri s performance of Services and if Esri expressly agrees to such access. Esri will use reasonable administrative, technical, and physical safeguards to protect such data and guard against unauthorized access. Customer bears responsibility to (i) confirm that Esri s published security and privacy controls meet all applicable legal requirements for protection of Customer Content and (ii) upload or share Customer Content through Cloud Services only when it is legal to do so. Esri is not responsible to review Customer Content to ensure compliance with applicable laws and regulations. Customer must contact Esri at securesupport@esri.com for further instruction before providing any Customer Content that requires security measures other than Esri s published security capabilities. B.7.2 Malicious Code. Esri will use commercially reasonable efforts to ensure that Esri Offerings will not transmit any Malicious Code to Customer. Esri is not responsible for Malicious Code that Customer introduces to Esri Offerings or that is introduced through Third-Party Content. B.7.3 Export Compliance. Each party will comply with all applicable export and trade sanctions laws and regulations, including the US Department of Commerce s Export Administration Regulations (EAR), the US Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 56 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 E204AP Page 14 of 17 August 1, 2025 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. Customer will not export, reexport, transfer, release, or otherwise dispose of, in whole or in part, or permit access to or transfer or use of Services or Esri Offerings to any United States embargoed countries currently including Iran, North Korea, Cuba, Russia, Belarus, 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 and regulations. Customer will not export, reexport, transfer, or use Services or Esri Offerings for certain missile, nuclear, chemical, or biological activities or end uses without proper authorization from the US government. Customer shall immediately notify Esri in writing if any US government entity or agency denies, suspends, or revokes Customer s export privileges. Customer will not upload, store, or process in Cloud Services any Customer Content that (i) has an Export Control Classification Number (ECCN) other than EAR99 or (ii) is controlled for export from the United States under ITAR or (iii) is subject to the EAR where the cloud host is on the US government s Specially Designated Nationals List, Denied Entity List, Unverified List or Denied Parties List or any other US government restricted list. Customer will notify Esri in advance if Esri s performance of any Services or provision of any Esri Offerings is related to any defense article, defense service, or technical data, as defined under the ITAR Sections 120.31, 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. Customer will reasonably assist Esri in applying for and obtaining an export license if needed. B.7.4 Privacy. Esri publishes its privacy notices at and Products and Services Privacy Supplement and will process personal data according to the terms of the Data Processing Addendum available at https://www.esri.com/en-us/privacy/privacy-gdpr. ARTICLE B.8 CLOUD SERVICES B.8.1 Prohibited Uses. Customer shall not provide Customer Content or otherwise access or use Cloud Services in a manner that a. Creates or transmits spam, spoofings, or phishing email or offensive, hate-related or defamatory material; or stalks or makes threats of physical harm; b. Stores or transmits any Malicious Code; c. Violates any law or regulation; d. Infringes or misappropriates the rights of any third party; e. Probes, scans, or tests the vulnerability of Cloud Services or breach any security or authentication measures used by Cloud Services without written approval from Esri s Product Security Officer; or f. Benchmarks the availability, performance, or functionality of Cloud Services. B.8.2 Service Interruption. System failures or other events beyond Esri s reasonable control may interrupt Customer s access to Cloud Services. Esri may not be able to provide advance notice of such interruptions. B.8.3 Customer Content. a. Customer grants Esri and its subcontractors a nonexclusive, nontransferable, worldwide right to host, run, modify, and reproduce Customer Content as needed to provide Cloud Services to Customer. Esri will not access, use, or disclose Customer Content without Customer s written permission except as reasonably necessary to support Customer s use of Cloud Services. Except for the limited rights granted to Esri under this Agreement, Customer retains all its rights, title, and interest in the Customer Content. b. If Customer accesses Cloud Services with an application provided by a third party, Esri may disclose Customer Content to such third party as necessary to enable interoperation between the application, Cloud Services, and Customer Content. c. Esri may disclose Customer Content if required to do so by law or regulation or by order of a court or other government body, in which case Esri will reasonably attempt to limit the scope of disclosure. d. When Customer s use of Cloud Services ends, Esri will either 1. Make Customer Content available to Customer for download for a period of 30 days unless Customer requests a shorter window of availability or Esri is legally prohibited from doing so; or Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 57 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 E204AP Page 15 of 17 August 1, 2025 2. Download all Customer Content in Esri s possession to a medium of Customer s choosing and deliver such Customer Content to Customer. Esri will have no further obligations to store or return Customer Content at the conclusion of the Cloud Services. B.8.4 Removal of Customer Content. Esri may remove or delete Customer Content if there is reason to believe that uploading Customer Content to or using it with Cloud Services materially violates this Agreement. If reasonable under these circumstances, Esri will notify Customer before removing Customer Content. Esri will respond to any Digital Millennium Copyright Act takedown notices in accordance with Esri s copyright policy, available at www.esri.com/legal/dmca policy. B.8.5 Service Suspension. Esri may suspend access to Cloud Services (i) if Customer materially breaches this Agreement and fails to timely cure the breach; (ii) if Esri reasonably believes that Customer s use of Cloud Services will subject Esri to immediate liability or adversely affect the integrity, functionality, or usability of the Cloud Services; (iii) for scheduled maintenance; (iv) to enjoin a threat or attack on Cloud Services; or (v) if Cloud Services become prohibited by law or regulated to a degree that continuing to provide them would impose a commercial hardship. When feasible, Esri will notify Customer of any Cloud Services suspension beforehand and give Customer reasonable opportunity to take remedial action. Esri is not responsible for any damages, liabilities, or losses that may result from any interruption or suspension of Cloud Services or removal of Customer Content as described above. B.8.6 Notice to Esri. Customer will promptly notify Esri if Customer becomes aware of any unauthorized use of Customer s subscription or any other breach of security regarding Cloud Services. ARTICLE B.9 GENERAL PROVISIONS B.9.1 Payment. Customer will pay each correct invoice no later than 30 days after receipt and will remit payment to the address stated on the invoice. Customers outside the United States will pay the authorized distributor s invoices in accordance with the authorized distributor s payment terms. B.9.2 Feedback. Esri may freely use any feedback, suggestions, or requests for Product improvement that Customer provides to Esri. B.9.3 Patents. Customer may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is based on or incorporates any Products. This express prohibition on patenting will not apply to Customer s software and technology except to the extent that Products, or any portion thereof, are part of any claim or preferred embodiment in a patent application or a similar application. B.9.4 Reserved. B.9.5 Taxes and Fees; Shipping Charges. Pricing of Esri Offerings and Services that Esri quotes to Customer is exclusive of any and all applicable taxes or fees including, but not limited to, sales tax, use tax, or value-added tax (VAT); customs, duties, or tariffs; shipping and handling charges; and vendor enrollment fees. Esri will add any fees that it is required to pay to the total amount of its invoice to Customer. Esri may include estimated taxes and shipping and handling charges in its quotations but may adjust these fees on invoicing. For Customers outside the United States, the authorized distributor may quote taxes or fees in accordance with its own policies. B.9.6 Compliance Review. Customer will keep accurate and complete records and accounts pertaining to its compliance with its obligations under this Agreement. Esri or its authorized distributor may conduct a compliance review of these records and accounts with no less than 14 business days written notice or may appoint an independent third party to conduct such a compliance review on its behalf. Customer will promptly correct any noncompliance identified during the compliance review. Neither Esri nor Esri s authorized distributor may conduct a compliance review of Customer within 12 months after the conclusion of any prior compliance review that does not reveal any material Customer noncompliance. Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 58 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 E204AP Page 16 of 17 August 1, 2025 B.9.7 No Implied Waivers. The failure of either party to enforce any provision of this Agreement is not a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. B.9.8 Severability. If any provision of this Agreement is held to be unenforceable for any reason, (i) such provision will be reformed only to the extent necessary to make the intent of the language enforceable, and (ii) all other provisions of this Agreement will remain in effect. B.9.9 Successor and Assigns. Customer will not assign, sublicense, or transfer Customer s rights or delegate Customer s obligations under this Agreement without Esri s and its authorized distributor s prior written consent, and any attempt to do so without consent will be void. This Agreement will be binding on the respective successors and assigns of the parties to this Agreement. Notwithstanding, a contractor under contract to the government to deliver Products may assign this Agreement and Products acquired for delivery to its government customer upon written notice to Esri, provided the government customer assents to the terms of this Agreement. Upon mutual agreement, Esri s Affiliates may provide Esri Offerings and Services under the terms of this Agreement; in such cases, the Ordering Documents will identify the Affiliate as the party that provides the Esri Offerings and Services. Esri s authorized distributors are not Affiliates of Esri. B.9.10 Survival of Terms. The Glossary of Terms and provisions of the following Articles of these General Terms and Conditions will survive the expiration or termination of this Agreement: Limited Warranties and Disclaimers, Limitation of Liability, Indemnifications, and General Provisions. B.9.11 US Government Customer. The Products are commercial items, developed at private expense, provided to Customer under this Agreement. If Customer is a US government entity or US government contractor, Esri licenses or provides subscriptions to Customer in accordance with this Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202. Esri Data and Online Services are licensed or subscribed under the same DFARS Subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS. Products are subject to restrictions, and this Agreement strictly governs Customer s use, modification, performance, reproduction, release, display, or disclosure of Products. Agreement provisions that are inconsistent with federal law regulation will not apply. A US government Customer may transfer Software to any of its facilities to which it transfers the computer(s) on which it has installed such Software. If any court, arbitrator, or board holds that a US government Customer has greater rights to any portion of Products under applicable public procurement law, such rights will extend only to the portions affected. B.9.12 Governing Law. This Agreement is not subject to the United Nations Convention on Contracts for the International Sale of Goods. a.Government Entities. If Customer is a government entity, the applicable laws of Customer s jurisdiction govern this Agreement. b.Nongovernment Entities. US federal law and the law of the State of California exclusively govern this Agreement, excluding their respective choice of law principles. B.9.13 Dispute Resolution. The parties will use the following dispute resolution processes: a.Equitable Relief. Either party will have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for relief. b.US Government Agencies. This Agreement is subject to the Contract Disputes Act of 1978, as amended (41 USC 601 613). c.Other Government Entities. Esri will comply with mandatory dispute resolutions under applicable law. d.Arbitration. Except as noted above, the parties will submit to binding arbitration to resolve any dispute arising out of or relating to this Agreement that cannot be settled through negotiation. If Customer is in the United States or one of its territories or outlying areas, the Commercial Arbitration Rules of the American Arbitration Association will govern the arbitration proceedings. If Customer is outside the United States, the Rules of Arbitration of the International Chamber of Commerce will govern the proceedings. The parties will select a single arbitrator in accordance with the applicable arbitration rules. The language of the arbitration will be Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 59 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 E204AP Page 17 of 17 August 1, 2025 English. Arbitration will be at an agreed-upon location. Either party will, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute. B.9.14 Force Majeure. A party will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond the party s reasonable control. Such causes may include, but are not limited to, acts of God, war, strikes, labor disputes, cyber attacks, laws, regulations, government orders, or any other force majeure event. B.9.15 Independent Contractor. Esri is and at all times will be an independent contractor. Nothing in this Agreement creates an employer/employee, principal/agent, or joint venture relationship between Esri or its authorized distributor and Customer. No party has any authority to enter into contracts on behalf of another party or otherwise act on behalf of another party. B.9.16 Notice. Customer may send notices required under this Agreement to Esri at the following address: Environmental Systems Research Institute, Inc. Attn.: Contracts and Legal Department 380 New York Street Redlands, CA 92373-8100 USA Tel.: 909-793-2853 Email: LegalNotices@esri.com Docusign Envelope ID: F47A3AAA-345E-425C-A14F-4A3C43C4A63B Nov. 4, 2025 Item #1 Page 60 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 Exhibit 2 Memorandum October 16, 2025 To: Roxanne Muhlmeister, Assistant Finance Director/Purchasing Officer From: David van Gilluwe, Chief DataOfficer Via:Maria Callander, Information Technology Director Re:Support for an Exemption to Bidding for an Agreement with ESRI, Inc. for the Enterprise Agreement Annual Subscription and the Advantage Program Annual Subscription The purpose of this memorandum is to request support from the Purchasing Officer for a formal bidding exemption to the public bidding processper Purchasing Code 3.28.110 (B)Exemptions.This code providesacompetitive bidding exemption for goods and/or professional services that can be reasonably obtained from only a single source. Staff currentlyretainsthe servicesof ESRI’s software suite, including ArcGIS Pro, ArcGIS Online and ArcGIS Enterprise, as key systems and tools that enable city staff to create, analyze and visualize geographic data effectively. The ESRI Enterprise Agreement Annual Subscription (EAA) and the Advantage Program Annual Subscription (APA) provides licensing, support, guidance and training for organizations that use ESRI's products and services. The programs are designed to enhance capacity, collaboration, innovation and efficiency in geospatial data management and analysis. The city has used the EAA since 2000 and more recently the APA starting in 2018. Each year the city renews these subscriptions based upon separate agreements that are renewed every two or three years. Beginning in 2025 the subscription cost for the EAA will exceed $100,000 for the first time and in 2023 the subscription for the APA exceeded $100,000. Both have increases based on the price and as well as increased demand for internal and external data products that could utilize the ESRI products. The Information Technology Department is looking to consolidate the two separate agreements into a single agreement with ESRI. Carlsbad Municipal Code Section, 3.28.110 (B)– Exemptions, states that in situations where solicitations of bids or proposals for goods, services and/or professional services that can be reasonably obtained from only a single source, the awarding authority may approve an exemption Nov. 4, 2025 Item #1 Page 61 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1 Muhlmeister October 16, 2025 Page 2 Information Technology Department 1635 Faraday Ave ï Carlsbad, CA 92008 ï 760-602-2450 t to the procurement guidelines. With Purchasing Officer support, staff will recommend the City Council adopt a resolution authorizing the purchase of the annual renewal for the ESRI EAA and APA subscriptions from ESRI, Inc. in an amount not to exceed $857,670 over a three-year period ending Sept. 25, 2028, at the Nov. 4, 2025, City Council Meeting. Support for Exemption from Formal Bidding: ____________________________________ ____________ Roxanne Muhlmeister, Date Assistant Finance Director/Purchasing Officer CC: Maria Callander, IT Department Director Cindie McMahon, City Attorney Brent Gerber, Senior Management Analyst Shea Sainz, Senior Contract Administrator Joy Lile, Contract Administrator 10/28/2025 Nov. 4, 2025 Item #1 Page 62 of 62 Docusign Envelope ID: F6096103-9A29-4DC4-8922-4A1DD668D6B1