Loading...
HomeMy WebLinkAboutESRI; 2018-11-29;Advantage Program Agreement Agreement No. 335269 t,esril THE SCIENCE OF WHERE This Advantage Program Agreement ("Agreement") is between the entity shown below ("Customer") and Environmental Systems Research Institute, Inc. ("Esri"), a California corporation with a place of business at 380 New York Street, Redlands, California 92373-8100 USA. This Agreement sets forth the terms under which Esri provides the Advantage Program to the Customer. This Agreement does not apply to Software, Online Services, Data, or Maintenance, or to development Professional Services. The terms of use for these Esri Offerings are set forth in the applicable signed master agreement or, if the Customer has no such agreement, the terms of Esri's Master Agreement found at http://www. esri .com/legal/software-I icense. This Agreement is the sole and entire agreement of the parties as to the subject matter of this Agreement and supersedes any previous agreements, understandings, and arrangements relating to such subject matter. Neither party has relied on any statement, representation, or warranty not expressly stated in this Agreement. The Agreement comprises this signature page, the terms and conditions that begin on the following page, and all referenced attachments and addendums. Except for Product or Service descriptions, quantities, pricing, and delivery instructions, or as agreed in an Ordering Document signed by both parties, all terms included in any Ordering Document are void and of no effect. Any modification(s) or amendment(s) to this Agreement must be in writing and signed by both parties. The parties may sign this Agreement in counterparts or via electronic signatures; such execution is valid even if an original paper document bearing both parties' original signatures is not delivered. This Agreement is executed and effective as of the last date signed below. The authorized representatives of each party accept and agree to the terms of this Agreement by signing below: CITY OF CARLSBAD (Customer) Printed Name: hAU/?A J2.{}(: NA: ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. (Esri) Printed Name: William C. Fleming Title: ADN.l>J 1¢,::N?A--1:JvG Sf---j1y\lt::;~ DI ll-t..gO/( Title: _____ M_a_n_a_g_in_g_A_tt_o_r_n_e_Y ____ _ Date: I \ \ ?C\ ' I&'. KO~ l ~ 2G1b Date: ________________ _ Customer Contact Information Contact: 2(2.. \ C.... Telephone: ______________ _ Address: !(o3r FA-2.ADA:t f\t//;f Fax: ________________ _ City, State, ZIP: IAI2).$f!;,AD. C4 '-fZOOo I Email: _______________ _ APPROVED AS TO FORM By: ee•;r;;yr:: E204AP Asst/Deputy City Attorney City of Carlsbad, CA Page 1 of 16 April 6, 2018 Attachment A contains definitions of capitalized terms used throughout this Agreement. 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 Deliverables or 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 the 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. 2.0 PROFESSIONAL SERVICES 2.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "lnvention(s)" means a patentable invention, discovery, innovation, or improvement, excluding Deliverables, relating to the subject matter of a Task Order. b. "lnver.tor(s)" means a party's' principal, employee, consultant, or independent contractor that solely or join~ly develops Inventions during Esri's performance under a Task Order. 2.2 Ownership of Deliverables and Inventions a. Esri or its licensors own and retain ownership of the Deliverables. b. Each party will retain title to any Inventions made or conceived solely by its Inventors during the Term of this Agreement, including, but not limited to, such Inventions that Esri's Inventors solely make or conceive while providing technical assistance pursuant to this Agreement. The parties will jointly own any Inventions made or conceived jointly by Inventors from both parties. c. The parties will negotiate in good faith and cooperate reasonably in (i) deciding whether or not to seek or maintain, or to continue to seek or maintain, patent protection in any country on any Invention and the extent and scope of such protection and (ii) protecting and enforcing any patents issued on such Invention. E204AP Page 2 of 16 April 6, 2018 3.0 ESRI MANAGED CLOUD SERVICES 3.1 Definitions. The following definitions supplement the definitions provided in Attachment A: a. "EMCS Environment" means the hardware, Software, Data, and network platform that Esri or its third-party supplier provides as part of Esri Managed Cloud Services (EMCS). b. "Hosting" means the business of housing and making accessible Customer Content via the Internet. 3.2 Provision of EMCS a. Generally. Use of EMCS 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. c. Compensation and Expenses. Esri will invoice Customer for the one-time setup fee upon Task Order execution. Thereafter, Esri will invoice Customer monthly for the EMCS to be provided the following month. Customer will pay invoices within 30 days of receipt. 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 EMCS Environment. This paragraph does not apply to EMCS provided under the Advantage Program (see the section entitled "Advantage Program" in this Agreement.) 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 EMCS 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 Mobile Lab" means Esri equipment consisting of laptops preconfigured with Esri Software, Training Materials, hard drives, power cords, and network switches provided to Customer for use in conjunction with scheduled Esri Training Events only. c. "Esri Training Event(s)" means an Esri site class, Esri instructor-led online class, a Customer site/private class or coaching services d. "Esri Training Event Assistant" means Customer's primary Esri liaison in organizing private Esri Training Events. e. "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. f. "Training Pass" means a non-refundable, non-transferable block of prepaid training days with a fixed price per day training price throughout the term of the Training Pass. E204AP Page 3 of 16 April 6, 2018 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. The 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 the Training Materials for any use or (ii) use audio or video recording equipment during an Esri Training Event. d. Esri may issue temporary Product authorizations if 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 the Training; b. Provide all necessary Training Materials for Student; and c. Confirm Esri Training Events approximately 10 business days prior to the scheduled start date. Esri will only confirm Student registrations that include a 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 in Esri site classes with payment method information at least 15 business days before the scheduled start date. d. Provide the Esri Training Event Assistant with a list of the names and email addresses of any Students who are to attend an Esri Training Event at least 3 business days before the scheduled start date, for compliance with the US embargoed country lists and the various US Government Lists of Parties of Concern or Specially Designated Nationals lists. e. For classes held at the 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 is used, Customer will 1. Immediately report any previously damaged Esri Mobile Lab equipment to the Esri Training Event Assistant upon receipt of the equipment; 2. Keep Esri Mobile Lab equipment in a secure, locked area between Esri Training Event sessions; 3. Be responsible for loss of, damage to, or theft of Esri Mobile Lab equipment while in Customer's possession; 4. Allow the Esri instructor to check all Esri Mobile Lab equipment following the completion of an Esri Training Event. Esri will notify Customer in writing of any damage to Esri Mobile Lab equipment due to Customer use, excluding normal wear and tear. Customer will be financially responsible for any repair or replacement of equipment resulting from such damage; and E204AP Page 4 of 16 April 6, 2018 5. Make Esri Mobile Lab equipment available for freight pickup upon the conclusion of the Esri Training Event. 4.5 Student Registration and Training Event Change Policy a. Customer will provide written notice to the Esri Customer Service department at service@esri.com of any student substitution, before class commencement. A replacement Student must be from the same Customer organization as the Student being replaced. b. 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. c. If the 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, the Customer will be liable for the full Esri Training Event fee. d. 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 Training without incurring any liability. e. 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 Training, subject to the terms and conditions of this Agreement. 4.6 Invoicing; Prepaid Fees a. Esri will invoice Customer upon completion of the Esri Training Event or on purchase of a Training Pass. On Customer request, Esri will invoice in advance for an Esri Training Event. b. If Customer is invoiced and pays that invoice prior to the scheduled Esri Training Event, then Customer has 1 year from the date of the invoice to consume the Training days. For a multiyear order, the Training days must be consumed by the end date specified on the Esri quotation. Thereafter, all prepaid fees are forfeited. c. Training Pass exchange rates are described at https://www.esri.com/training/training-for-organizations/. This paragraph does not apply to Training provided under the Advantage Program. 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 the BPAP or the EEAP. c "Authorized Contact" means the Customer point of contact for the Advantage Program identified below. d. "BPAP" means the Business Partner Advantage Program as described at www.esri.com/partners/bpap/com ponents e. "EEAP" means the Esri Enterprise Advantage Program as described at www.esri.com/services/eeap/components f. "Learning and Services Credits" means a contracted unit of exchange that Customer may use to acquire Professional Services, Training, PSS, EMCS, or related travel expenses as described below. g. "Premium Support Services" or "PSS" means a prioritized incident management and technical support program further described at http://support.esri.com/en/support/premium. h. "Technical Advisor" means an Esri consultant assigned to work with Customer to provide Professional Services comprising advising on GIS strategies, facilitating annual account planning, and developing and coordinating a collaborative technical work plan under the Advantage Program. 5.2 Advantage Program Description. The Advantage Program is provided on an order-by-order, annual subscription basis allowing access to Professional Services, Training, PSS, and EMCS offerings that provides E204AP Page 5 of 16 April 6, 2018 Customer with the flexibility to select the offerings that best meet its needs with guidance from the Technical Advisor. The Advantage Program may change from time to time. The Advantage Program includes: a. Technical Advisor. Customer will receive up to the number of Technical Advisor hours ordered. Customer may elect to retain additional Technical Advisor hours for a supplemental price. b. Annual Account Planning Session. A 1-day annual account planning and review meeting is included. c. Technical Work Plan. A collaboratively developed document designed to drive the program's implementation through definition of 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, EMCS 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 BPAP or EEAP website. Esri will provide a monthly report outlining usage of Learning and Services Credits to date to the Authorized Contact. e. Quarterly Technology Webcast. Esri will provide an email invitation to the Authorized Contact for a quarterly webcast presenting business and technical information related to enterprise GIS. f. No Project Services. The Advantage Program is not designed for Esri to provide project-specific Professional Services such as custom application or database development for solutions or applications. Esri will not provide these types of Professional Services under the Advantage Program and does not warrant that Deliverables provided under an Advantage Program will comply with Specifications. 5.3 Authorized Contact Information. Customer identifies the following person as its initial Authorized Contact. (to be completed by Customer): Contact Name: 812 \ t-c,.,.ul.P Telephone: 7c,O. l,c.rz, •. :Z.l-{3L/ Address: llo3$:: WA:DAt l\i/G° Fax: 71,zO. '402_. 'iG:::s::S City, State, ZIP: (A:t!,L5BNJ CA oZ t.oO g ,J 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 Technical 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 the 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 EMCS. The Activity Description for EMCS orders must include the following: a. The EMCS Term-The time period in which Esri provides the EMCS to Customer. The EMCS 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 EMCS 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 EMCS Environment by Esri and performs computational tasks on behalf of the end user. An example 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. E204AP Page 6 of 16 April 6, 2018 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 EMCS 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 per diem will be determined in accordance with the full daily limits specified on the government General Services Administration (GSA) website at http://gsa.gov/. Customer may direct Esri to use Learning and Services Credits for travel and per diem expenses, or Customer may issue a purchase order and Esri will invoice Customer for the travel and per diem expenses as set forth in the "Professional Services" section of this Agreement. 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 of 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 Technical 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 Technical Advisor services upon receipt of Customer's order. b. Pricing for annual 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 unu~ed 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. E204AP Page 7 of 16 April 6, 2018 ATTACHMENT A GLOSSARY OF TERMS FOR SERVICES "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. "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 Product. "Cloud Services" means Online Services and EMCS. "Content" means data, images, photographs, animations, video, audio, text, maps, databases, data models, spreadsheets, user interfaces, graphics components, icons, software, and other resources. "Control" means having more than 50 percent of the voting stock or other voting interest in the Controlled entity. "Customer Content" means any Content that Customer provides, uses, or develops in connection with Customer's use of Esri Offerings or Services. 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 a 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" or "EMCS" 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 Deliverables provided on a firm fixed price basis and Training Materials. Esri Offerings exclude Services and Third-Party Content. "GIS" means geographic inrormation 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. "Online Services" means any commercially available, Internet-based geospatial system that Esri provides, including applications and associated APls for storing, managing, publishing, and using maps, data, and other information. Online Services exclude Data and Content. "Ordering Document(s)" means a sales quotation, Maintenance renewal quote, purchase order, proposal, Task Order, or other document identifying the Esri Offerings, updates, or Services that 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. E204AP Page 8 of 16 April 6, 2018 "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 EMCS, 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 Task Order or (ii) Esri's published course descriptions for Training. "Task Order(s)" means an Ordering Document for Services. "Term License" means a license for use of an Esri Offering for a limited time period ("Term"). "Third-Party Content" means any Content that Customer may obtain from a third-party website or that persons other than Esri employees, suppliers, or contractors may directly contribute to Esri's website. "Training" means standard Product training that Esri provides under this Agreement. "Training Materials" means digital or printed content required to complete Training, which may include, but is not limited to, workbooks, data, concepts, exercises, and exams. E204AP Page 9 of 16 April 6, 2018 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 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 Esri Offerings; b. Distribute or provide direct access to Esri Offerings to third parties, in whole or in part, including, but not limited to, extensions, components, or DLLs; c. Distribute Authorization Codes to third parties; d. Reverse engineer, decompile, or disassemble any Product or Deliverable delivered in compiled form; e. Make any attempt to circumvent the technological measure(s) that controls access to or use of Esri Offerings; f. Store, cache, use, upload, distribute, or sublicense Content or otherwise use Esri Offerings in violation of Esri's or a third-party's rights, including intellectual property rights, privacy rights, nondiscrimination laws, export laws, or any other applicable law or regulation; g. Remove or obscure any Esri or its licensors' patent, copyright, trademark, proprietary rights notices, or legends contained in or affixed to any Esri Offerings, output, metadata file, or online or hard-copy attribution page of any Data or Documentation; h. Unbundle or independently use individual or component parts of Esri Offerings; i. Incorporate any portion of Esri Offerings into a product or service for third-party use that competes with the Esri Offerings; j. Publish or in any other way communicate the results of benchmark tests run on Beta Products without the prior written permission of Esri and its licensors; or k. Use, incorporate, modify, distribute, provide access to, or combine any Esri Offerings in a manner that would subject any part of the Esri Offerings to open-source or open-database license terms that require any part of the Esri Offerings to be: 1. Disclosed in source code form to third parties; 2. Licensed to third parties for the purpose of making derivative works; or 3. Redistributable to third parties at no charge. These restrictions will not apply to the extent that they conflict with applicable law or regulation. ARTICLE 2-TERM AND TERMINATION 2.1 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. 2.2 If Esri terminates this Agreement following Customer's breach, then Esri may also, at its election, terminate Customer's licenses or subscriptions in 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. 2.3 Upon any termination of a license or subscription, Customer will a. Stop accessing and using the terminated Esri Offerings; b. Clear any client-side data cache derived from the terminated Cloud Services; and E204AP Page 10 of 16 April 6, 2018 c. Stop using and uninstall, remove, and destroy all copies of affected 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 3-LIMITED WARRANTIES AND DISCLAIMERS 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 and Services offered under a Perpetual License 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 and Services 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. 3.2 Special Disclaimer. Third-Party Content; Data; Samples; hot fixes; patches; updates; Online Services provided at no charge; and trial, evaluation and Beta Products are delivered "as is" and without warranty of any kind. 3.3 General Disclaimer. Except for the express limited warranties set forth in this Agreement, Esri disclaims all other warranties or conditions of any kind, whether express or implied, including, but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, and noninfringement of intellectual property rights. Esri is not responsible for any nonconformities caused by 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. 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. 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 operatioo of Cloud Services. b. Third-Party Websites; Third-Party Content. Esri is not responsible for any third-party website or Third- Party Content that appears in or is referenced by Esri Offerings or Esri websites, including www.esri.com and www.arcgis.com. Providing links to third-party websites and resources does not imply an endorsement, affiliation, or sponsorship of any kind. 3.5 Exclusive Remedy. 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 4-LIMITATION OF LIABILITY 4.1 Disclaimer of Liability. Neither Customer, Esri, nor any Esri distributor or licensor will be liable for any indirect, special, incidental, or consequential damages; lost profits; lost sales; loss of goodwill; costs of procurement of substitute goods or services; or damages exceeding the applicable license or current subscription fees paid or owed to Esri for the Esri Offerings giving rise to the cause of action. E204AP Page 11 of 16 April 6, 2018 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 or any applicable law or regulation. 4.3 Applicability of Disclaimers and Limitations. Esri or its authorized distributor has set its fees and entered into this 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. 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 5-INDEMNIFICATIONS 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. "lndemnitees" means Customer and its directors, officers, and employees. c. "Infringement Claim(s)" means any Claim alleging that Customer's use of or access to Esri Offerings or Services infringe a patent, copyright, trademark, or trade secret. d. "Loss(es)" means out-of-pocket loss, damage award, settlement amount, cost, or expense, including awarded attorneys' fees. 5.2 Infringement Indemnity a. Esri will defend and hold all lndemnitees harmless from any Infringement Claim and indemnify any Loss arising out of an Infringement Claim as set forth in the following paragraphs. b. If Esri determines that an Infringement Claim is valid, Esri may, at its expense, either (i) obtain rights for 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 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 indemnifV 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. 5.3 General Indemnity. Esri will defend and hold all lndemnitees harmless from, and indemnify any Loss arising out of, any Claim for bodily injury, death, or tangible or real property damage brought against any of the indemnified parties to the extent arising from any negligent act or omission or willful misconduct by Esri or its directors, officers, employees, or agents performing Services while on Customer's site. 5.4 Conditions for Indemnification. As conditions for indemnification, lndemnitee will (i) promptly notify Esri in writing of the Claim, (ii) provide all available documents describing the Claim, (iii) give Esri sole control of the defense of any action and negotiation related to the defense or settlement of any Infringement Claim, and (iv) reasonably cooperate in the defense of the Infringement Claim at Esri's request and expense. E204AP Page 12 of 16 April 6, 2018 5.5 This section sets forth the entire obligation of Esri, its authorized distributor, and its licensors regarding any Claim for which Esri must indemnify Customer. ARTICLE 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 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 7-SECURITY AND COMPLIANCE 7.1 Security. Esri publishes its security capabilities at http://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. 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. 7.3 Export Compliance. Each party will comply with all applicable export laws and regulations, including the US Department of Commerce's Export Administration Regulations (EAR), the US Department of State's International Traffic in .Arms Regulations (IT AR), 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 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 IT AR. 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 IT AR Sections 120.6, 120.9, and 120.10, respectively; Esri will not perform any such Services or provide any such Esri Offerings until Esri obtains any necessary export license from the US government. Customer will reasonably assist Esri in applying for and obtaining an export license if needed. E204AP Page 13 of 16 April 6, 2018 ARTICLE 8-CLOUD SERVICES 8.1 Prohibited Uses. Customer shall not provide Customer Content or otherwise access or use Cloud Services in a manner that a. Spams, spoofs, or phishes email; transmits junk email or offensive or defamatory material; or stalks or makes threats of physical harm; b. Stores or transmits any Malicious Code; c. Violates any law or regulation; d. Infringes or misappropriates the rights of any third party; e. Probes, scans, or tests the vulnerability of Cloud Services or breach any security or 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 for competitive purposes. 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. 8.3 Customer Content. a. For the duration of this Agreement, 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 provide prompt notice so that Customer may seek to limit the scope of disclosure or obtain a protective order. d. When Customer's use of Cloud Services ends, Esri will either: (i) 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 (ii) Download all Customer Content in Esri's possession to a medium of Customer's choosing and deliver such Customer Content to Customer. In no event shall Esri permanently delete Customer Content sooner than 30 days after termination of Cloud Services. Esri will have no further obligations to store or return Customer Content at the conclusion of the Cloud Services. ' 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. 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. E204AP Page 14 of 16 April 6, 2018 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's content as described above. 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 9-GENERAL PROVISIONS 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 distributor's invoices in accordance with the distributor's payment terms. 9.2 Feedback. Esri may freely use any feedback, suggestions, or requests for Product improvement that Customer provides to Esri. 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. 9.4 Restrictions on Solicitation. Neither party will solicit for hire any employee of the other party who is associated with the performance of Services during the performance of the Services and for a period of 1 year thereafter. This does not restrict either party from publicly advertising positions for hire in newspapers, professional magazines, or Internet postings. 9.5 Taxes and Fees; Shipping Charges. Fees that Esri quotes to Customer are exclusive of any and all applicable taxes or fees including, but not limited to, sales tax, use tax, or value-added tax (VAT); customs, duties, or tariffs; and shipping and handling charges. Esri will add any such taxes that it is required to remit to the total amount of its invoice to the Customer. For Customers outside the United States, the distributor may quote taxes or fees in accordance with its own policies. 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 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. 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 pr-)vision. 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. 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 Services under the terms of this Agreement; in such cases, the Ordering Documents will identify the Affiliate as the party that provides the Services. Esri's distributors are not Affiliates of Esri. E204AP Page 15 of 16 April 6, 2018 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." 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 the Products under applicable public procurement law, such rights will extend only to the portions affected. Online Services are FISMA-Low authorized but do not meet higher security requirements including those found in DFARS 252.239-7010. 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. Non-government Entities. US federal law and the law of the State of California exclusively govern this Agreement, excluding their respective choice of law principles. 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. 9.14 Force Majeure. A party will not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond the party's reasonable control. Such causes may include, but are not limited to, acts of God, war, strikes, labor disputes, cyber attacks, laws, regulations, government orders, or any other force majeure event. 9.15 Independent Contractor. Esri is and at all times will be an independent contractor. Nothing in this Agreement create:; 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. 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 E204AP Page 16 of 16 April 6, 2018 eesri· t/J/1151T "j} Environmental Systems Research Institute, Inc. 380 New York St Redlands, CA 92373-8100 Phone: 909-793-2853 Fax: 909-307-3049 DUNS Number: 06-313-4175 CAGE Code: OAMS3 To expedite your order, please attach a copy of this quotation to your purchase order. Quote is valid from: 07/30/2018 To: 01/26/2019 Material Qty Description Quotation # 20533799 Date: July 30, 2018 Customer# Contract# Carlsbad Municipal Water District 5950 El Camino Real Carlsbad, CA 92008 ATTENTION: June Acosta PHONE: (760) 602-2433 FAX: Unit Price Total 97717 1 Esri Enterprise Advantage Program (EEAP) -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 acc_ess 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 Technical Advisor hours; Quarterly Technology Webcasts and 100 Leaming 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 86,000.00 86,000.00 Item Total: Subtotal: Sales Tax: Estimated Shipping & Handling(Surface Delivery): The purchase of this program renewal will extend the existing program's period of performance by one year to 10/31/2019. The Learning and Services credits associated with this renewal will be applied, and made available, to the existing program upon purchase of the renewal. Contract Pricing Adjust: Total: 86,000.00 86,000.00 0.00 0.00 0.00 $86,000.00 Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program. . ( For questions contact: Suzanne Timani Email: stimani@esrj.com Phone: (909) 793-2853 x1627 The Items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at http://www.esrl.com/-/media/Files/Pdfs/legal/pdfs/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esrl's standard terms and conditions found at http://www.esrl.pom/-/media/Files/Pdfs/legal/pdfs/ma-full/ma-full.pdf apply to your purchase of that item. Federal government entitles and government prime contractors authorized under FAR 51.1 may purchase under the terms of Esrrs GSA Federal Supply Schedule. Supplemental terms and conditions found at http://www.esri.com/legla/supplemental,terms-arid-conditlons apply to some state and local government purchases. All terms of this quotation will be Incorporated Into and become part of any additional agreement regarding Esri's offerings. Acceptance of this quotation is limited to the terms of this quotation: Esri objects to and expressly rejects any different or additional terms contained In any purchase order, offer, or confirmation sent to or to be sent by buyer. The quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The Information may not be given to outside parties or used for any other purpose without ponsent from Esri. Delivery Is FOB Origin. If sending remittance, please address to: Esri, P.O. Bo,?< 74107q, Los Angeles, CA 90074-1076 .. ·--&-_I -·-.I -&..t.--•---IL---~- ACORD9 CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDD/YYYY) L--12/18/2017 THIS f,ERTIFIGATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER NxarcT Marsh Risk & Insurance Services rAH~'it ..... ,. I FAX 17901 Von Karman Avenue, Suite 1100 IA/C Nol: (949) 399-5800; License #0437153 1to'il~AA; Irvine, CA 92614 INSURER/SI AFFORDING COVERAGE NAIC# J17700-ESRI-GAWUE-17-18 INSURER A: Travelers Prooertv Casualty Co. of America 25674 INSURED INSURERB: Environmental Systems Research Institute, Inc. INSURERC: 380 New York Street INSURERD: Redlands, CA 92373 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: LOS-002126588-10 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOT'MTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT V\IITH RESPECT TO 1/VHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOIIIIN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ~~.!'!-ISUBR POUCYEFF POLICY EXP LIMITS LTR , .... , ... POLICY NUMBER IM"" Ill . A X COMMERCIAL GENERAL LIABILITY X 6600130P85A 12/15/2017 12/15/2018 EACH OCCURRENCE $ 1,000,000 1 CLAIMS-MADE 0 OCCUR g~j~~JYtt:N I t:U R •~"rr-•' $ 1,000,000 X BLANKET CONTRACTUAL LIAB MED EXP (Any one person) $ 10,000 -X OWNERS/CONTRACTORS PERSONAL & ADV INJURY $ 1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~ POLICY • ~f81 • LOC PRODUCTS • COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY BA3167P651 12/15/2017 12/15/2018 ~~~~~_E?.;>INGLt LIMIT $ 1,000,000 -X ANY AUTO BODILY INJURY (Per person) s -OWNED ~ SCHEDULED BODILY INJURY (Per accident) $ -AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY ~ AUTOS ONLY IPar•~-11 COMP/COLL DEDS: $ 1,000 A X UMBRELLA LIAB M OCCUR ZUP12N9692A 17NF 12/15/2017 12/15/2018 EACH OCCURRENCE $ 5,000,000 -EXCESSLIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED I X I RETENTION $10 000 $ A WORKERS COMPENSATION UB8J256475 12/1:>UU17 12/15/2018 X I ~f~TUTE I I ~~H-AND EMPLOYERS' LIABILITY Y/N ANYPROPRIETORIPARTNER/EXECUTIVE 0 E.L. EACH ACCIDENT s 1,000,000 OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory In NH) E.L. DISEASE • EA EMPLOYEE $ il;~:psri~ O~PERATIONS below E.L. DISEASE • POLICY LIMIT s 1,000,000 A Technology Errors & Omissions ZPL 14T59262 12/15/2017 12/15/2018 Each Claim & Aggregate 1,000,000 I incl Network Sec. & Privacy Claims Made Forrn;Retro Date 7/16/87 Deductible 100,000 DESCRIPTION OF OPERATlONS / LOCA TlONS / VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached If more apace la required) Re: Project Title and lnforrration Technology Department. The City of Carlsbad; The City of Carlsbad Redevelopment Agency, Housing Authority; Carlsbad Municipal Water District officials, employees and volunteers are included as additional insured (except workers' compensation and technology errors & omissions) where required by written contract. This insurance is primary and non-contributory (except workers' compensation) over any existing insurance and limited to liability arising out of the operations of the named insured subject to policy terrrs and conditions. Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions. CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Information Technology THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1635 Faraday Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Carlsbad, CA 92008-7314 AUTHORIZED REPRESENTATIVE of Marsh Rlak & Insurance Services Jaimie Borgonia <"},••-~ I © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy No. BA3167P651 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies lnaurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provfded by this endorsement, the provisions of the Coverage Ferm apply unless modi- fied by this endorsement. PROVISIONS B. The followlng Is added to Paragraph &., Other A. The following Is added to Paragraph c. in A. 1., Insurance, In B. General CondJtJons of SEC- Who 11 An Insured, of SECTION II -LIABILITY TION IV -BUSINESS AUTO CONDmONS: COVERAGE: Any person or organization who Is required under a written contract or agreement between you and that person or organization, that Is algned and executed by you before the "bodlly Injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional Insured Is an "Insured" for Llablnty Cover- age, but only for damages to which this Insurance applies and only to the extent that person °' or- ganization qualifies as an '1nsured'' under the VVho Is An Insured provision contained In Section 11. Regardless of the provisions of paragraph 1. and paragraph d. of this part S. other Insurance, this Insurance Is primary to and nOfH:Onbibutory with applicable other Insurance under which an addi- tional Insured person or organization Is the first named Insured when the written contract or agreement between you and that person or or- ganization, that Is signed and executed by you before the "bodily Injury" or ''property damage" occurs and that Is In effect during the pollcy pe- riod, requires this insurance to be primary and non-contributory. CA T4740212 Cl 2012 The Travelers lndemnfly Company . .All rights reaerved.. Page 1 of 1 Includes copyrighted material oflnsunmce Serkta Office, Inc. with lta pennl11lon. Policy 'No. BA3167P651 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorlement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement. the provisions of the Coverage Form apply unless modi- fied by the endorsement GENERAL DESCRIPTION Of COVERAGE -Thls endorsement broadens coverage. Howl!JVer, coverage fer any Injury, damage or medical expenes described In any of the provisions of this endorsement may b& excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provlalon1 do not apply to the extent that coverage II exch.lded or llmlted by auch an endorsement. The foUowlng llstlng Is a general caver- age description only. Umltatlons and exclusions may apply to theae coverages. Read all the provisions of this en- doraement and the rest of your policy carafuly to determine rights, duties, and what ls and Is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE -LOSS B. BLANKET ADDmONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS F. HIRED AUTO -UM1TED WORLDWIDE COVERAGE -INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE-GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who I• An lnaund, of SECTION II -LIABILITY COV- ERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership Interest and that Is not eeparatety insured for Buelnae Auto Coverage. Coverage under this provision 11 afforded only un- til the 180th day after you acquire or fcnn the or- ganization or the end of the poltey period, which- ever II earlier. B. BLANKET ADDITIONAL INSURED The following Is added to Paragraph c. In A.1., Who la An lnaurad, of SECTION II -LI.ABILITY COVERAGE: Any person or organization who II required under a wrtttan contract or agreement between you and that person or organization, that Is signed and OF USE -INCREASED LIMIT I. P1ff81CAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT J. PERSONAL EFFECTS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROOA TION N. UNINTENTIONAL ERRORS OR OMlsstONS executed by you before the "bodily Injury" or "property damage" OCCUl"I and that Is In effect during the policy period, to be named as an addi- tional lnaured Is an '1nsured" for Liability Cover- age, but only for damages to whlch this insurance applles and only to the extent that person or or- ganlzatlon qualifles as an "insured'' under the Who Is An Insured provision contained In Section II. C. EMPLOYEE HIRED AUTO 1. The following ls added to Paragraph A.1., Who ,. An Insured, of SECTION n -LI- ABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement In that "employee's" name, with your pennlsalon, while performing duties related to the conduct d your busl- neu. CA T1130310 0 201D The Trave\11n1 Indemnity Company. Page 1 of 4 lncludea 00P'trfghl8d material of lneurllQ Bervlcu Ofllce, Inc:. with Its ~n. COMMERCIAL AUTO 2. The following replaces Paragraph b. In B.S., other Insurance, of SECTION IV -BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the folla.vlng are deemed to be cov- ered •autos" you own: (1) Any covered •auto• ycu lease, hire, rent or borrow; and (2) Any ccvered "auto" hired or rented by your •employee• under a contract In that lndlvktuaJ "employee"s" name, with your pennlulon, whDe perform- Ing duties related to the conduct of your business. However, any aauto• that 18 leased, hired, rented or borrowed with • driver Is not a covered •auto•. D. EMPLOYEES AS INSURED The following Is added to Paragraph A.1., Who Is An lnaurad, of SECTION II -LIABILITY COV- ERAGE: Any "employee" d yours Is an "Insured" whlle us- Ing a covered "auto" you don't own, hire or borrow In your buslnela or your personal affairs. E. SUPPLEIIENTARY PAYMENTS -INCREASED LIMITS 1. The following replacea Paragraph A.2.•.(2), of SECTION 1-LIABILITY COVERAGE: (2) Up to $3,000 far COit of bal bonds (In- cluding bonds for related traffic law viola- tions) required becauH of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.1.(4), of SECTION II -LIABILITY COVERAGE: (4) Al rusonable expenNS Incurred by the -insured" at our request, Including actual loss of e.-nlngs up to $500 a day be- cause of tine off from work. F. HIRED AUTO -LIMITED WORLDWIDE COV• ERAGE -INDEMNTY BASIS The following replaeel Subparagraph (5) In Paa- graph B.7 ,, Polley Period, Coverage Territory, of SECTION IV -BUSINESS AUTO CONDI- TIONS: (&) Anywhere In the world, except any country or juriadlctlon while 111y trade sanction, em- bargo, or slml•r regulation inpased by the United States cf America appDas to and pro-- hlbits the transaction cf business with or within such country or jurisdiction, for Llablity Coverage for any covered "auto• that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rant or borrow from any of your "employees•, partners (If you are a partnership), members (If you are a limited liabllty company) or member& of their hOUH- holds. (1) With respect to any claim made or •suit' brought outside the United states of America, the terrltortea and possessions of the United statu of America, Puerto Rico and Canada: (I) You must arrange to defend the "ln- 11.1red" against, and Investigate or set- tle any such claim or "au l" and keep us advised of al proceedings and ac- tions. (Ii) Neither you nor any other Involved "insured" wll make any settlement without our consent. (HI) We may, at our clscretlon, participate In defending the "insured" agalnat, or in the •atttement of, any clun or •suit''. (Iv) We win reimburse the '1nsured" for suma that the "Insured" legaDy must pay as damages because of "bodily Injury" or "property damage• to which this Insurance applies, that the in- sured" pays with our consent, but only up to the llmlt deaaibed In Para- graph C., Limit Of Insurance, of SEC- TION 11-LIABILITY COVERAGE. (Y) We will reimburse the "Insured" for the reasonable expenses Incurred with our canMnt for your Investiga- tion of atK:h claims and your defense of the •tnaurecr agalnlt any such ''Bult", but only up to and Included within the llmlt described In Para- graph c., Linlt Of lnaur•nce, d SECTION II -LIABILITY COVER- AGE, and not In addition to such 8ml. Our duty to make such payment& ends when we have used up the ap- plicable ~mlt of lnaurance In pay- ments for damages, settlements or defense expenses, (b) Thie lnaurance Is excess over any valid and collectible other lnaurance available Page2 of 4 O 201 O The Trawlerl Indemnity Company. CA T3 630310 lnclucla copyrighted materlll of Insurance SelvlcN Oftlce. Inc. wllh b pennlaslan. to the "insured" whether primary, excus contingent or on any other balls. (c) This lnlurance Is not a substitute for re- quired or compulsory Insurance in any country outslde the United States, Its ter- ritories and posse11lons, Puerto Rico and Canada. You agree to maintain al required or compullOIY Insurance in any such coun- try up to the minimum limlte required by local law. Your failure to comply with compulsory Insurance requirements will not invalidate the coverage afforded by this policy, but we wll only be Hable to the same extent we would have been liable had you compiled with the compulsory In- surance requirements. (d) It is underatood that we are not an admit- ted or authorized Insurer outside the United States of America, its terrltof'les and posuulons, Puerto Rico and Can- ada. We enume no responslbllity for the furrishing of certificates of Insurance, or far compliance In any way with the laws of other countries relating to lnaurance. G. WAIVER OF DEDUCTIBLE -GLASS The following ts added to Paragraph D., Deducti- ble, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: No deducible for a covered "auto• wil apply to glass damage if the glau ts repaired rather than replaced.. H. HIRED AUTO PHYSICAL DAMAGE -LOSS OF USE-INCREASED LIMIT The following replaces the last sentence of Para- graph A.4.b., Lou Of \Jee Expenan, of SEC• TION It -PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loa of use la $65 per day, to a maximum c:I $750 for any one •accfdent". I. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED UMIT The followtng replaces the fll'lt sentence in Para- graph A.4.a., Tranaportatlon Expensee, of SECTION IU -PHYSICAL DAMAGE COVER• AGE: We wll pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of e C<N- ered •auto" of the private passenger type. COMMERCIAL AUTO J. PERSONAL EFFECTS The following la added to Paragraph A.4., Cover- age Extenalone, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Peraonal Eff1cta We wil pay up to $400 for "loss" to wearing ap- parel and other personal effects which are: (1) Owned by an "Insured"; and (2) In or on your covered "auto". Thia coverage applies only ln the event c:I a total theft of your covered "auto". No deductibles apply to thla Personal Effects coverage. K. AIRBAGS The following ls added to Paragraph B.3., Exclu- •lans, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags In a covered "auto" you own that in- flate due to a cause other than a cauaa of ''loss" set forth In Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this pollcy; b. The airbags are not covered under any war- ranty; and c. The airbags were not lntentlona•y Inflated. We wll pay up to a maximum of $1,000 far any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following Is added to Paragraph A.2.L, of SECTION IV -BUSINESS AUTO CONDmONS: Your duty to give us or our authorized representa- tive prompt notice of the •accident" or "loes" ap- plies only when the •accident" or "loss" is known to: (a) You (If you are an Individual); (b) A partner (If you are a partnership); (c) A member (If you are a limited liability com- pany); (d) An executive officer, director or Insurance manager {if you are a corporation or other or- ganization): or (e) Any "employee'' authorized by you to give no- tice of the "accid&nt' or "lou". CA T3130310 Cl 2010 The Travelenl lndermlty Company. Page 3 af 4 lnckJdea ~rlt;lhtl!ld material of !nuance BeMCU Offlc:e, Inc. with Ill pennl11lon, COMMERCIAL ALITO M. BLANKET WAIVER OF SUBROGATION The fonowlng replaces Paragraph A.I., Tran1f1r Of Rights Of Recovery Agalnat Othera To Us, of SECTION IV -BUSINESS AUTO CONDI- TIONS: s. Transfer Of RJ;htl Of Recovery AgalMt otheraToU• We waive any right cl recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any •accldenf' or "loss", provided that the "accident'' or "IOI&" arises out of operatlona contemplated by such contract. The waiver appllea only to the parson or organization designated In such contract. N. UNINTENTIONAL ERRORS OR OMJSSIONS The folowing Is added to Paragraph B.2., Con- CHlmlllt, Mlareprteenbtlon, Or Fraud, of SECTION IV -BUSINESS AUTO CONDITIONS: The unintentional omtulon of, or unin1entlonal error In, any Information gtven by you 1hal not prejudice your rights under this Insurance. How- ever this provision doea not affect our right to col- ledt addltlonat premium or exercise our right of cancellation or non-renewal. Page4 of 4 0 2010 The Travelers Indemnity Company. CA T3 530310 lndlms capfrlghted material of lnsutance Servlcu Oflce, Inc. wl1h It.I pe,mlulon. I Policy No. 6600130P85A COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE -ADDITIONAL INSUREDS - PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement moclfln Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The folfowlng Is added to Paragraph 4. a., Primary Insurance, of SECTION IV -COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: However, If you speclftcally agree In e written contract or agreement that the Insurance afforded to an addi- tional Insured under this Coverage Part must apply on a primary basis, or a primary and non--c:ontributory baals, this Insurance Is primary to other inaurance that Is avaltable to such additional Insured which covers such additional lnsurad as a named Insured, and we will not share with that other Insurance, provided that: (1) The "bodily Injury" or "property danage" for which coverage le sought Is caused by an "occurrence" that takes place; and (2) The "personal Injury" or "advertising Injury" for which coverage la sought arlsaa out of an offense that Is committed; subsequent to the signing and execution cf that con- tract or agreement by you. CG CM250708 Cl 2008 The Travelers Companies, Inc. Page 1 of 1 Policy No. 6600130P85A COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEND ENDORSEMENT This endorsement modifies lnaurance provided under the foRowlng: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any Injury, damage or medical expensea described In any of the provisions of this endorsement may be excluded or limited by another end01'881Tlent to this Coverage Part, and these coverage broadening provtslons do not apply to the extent that coverage Is excluded or linlted by such an endorsement. The following listing la a general cover- age deacriptlon only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your pollcy carefully to determine rights, dutlel, and what la and la not covered. A. Reasonable Force Property Damage -Ex- ception To Expected Or Intended Injury Ex- clusion B. Non-Owned Watercraft Less Than 75 Feet C. Aircraft Chartered Wfth PIiot D. Damage To Premises Rented To You E. Increased Supplementa,y Payments F. Who Is An lnStJred -Employees And Volun- teer Workers -First Aid G. Who Is An Insured -Employees -Supervi- sory Positions H. Who Is An Insured -Newly Acqtilred Or Formed Organizations I. Blanket Additional Insured-Owners, Manag- ers Or Lessors Of Premises J. Blanket Additional Insured -Lessors Of Leased Equipment PROVISIONS A. REASONABLE FORCE PROPERTY DAMAGE - EXCEPTION TO EXPECTED OR INTENDED IN- JURY EXCLUSION The following replaces Exclusion •·• Expected Or lntanded Injury, in Paragraph 2., of SECTION I - COVERAGES -COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: a. Expected Or Intended Injury Or Damage "BoclHy Injury" or "property damage" expected or Intended from the 1tandpoint of the Insured. This exclusion does not apply to •bocffty Injury" or "property damage" rasulting from the use of rea- sonable fon::e to prdect any person or property. K. Blanket Additional Insured-Persons Or Or- gantzatlons For Your Ongoing Operations As Required By Written Contract Or Agreement L. Blanket Addltional Insured -Broad Form Vendors M. Who Is An Insured -Unnmned Subeldlariea N. Who Is An Insured -Liability For Conduct Of Unnamed Partnerships Or Joint Ventures o. Medical Payments -Increased Limits P. Contractual Liability -Rallroads Q. Knowledge And Notice Of Occurrence Or Of- fenae R. Unintentional Omlsaion S. Blanket Waiver Of Subrogation B. NON.OWNED WATERCRAFT LESS THAN 75 FEET The followtng replaces Paragraph (2} of Exclusion g., Aircraft, Auto Or Watercraft, In Paragraph 2. of SECTION I -COVERAGES -COVERAGE A BODU. Y INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that Is: (a) Less than 75 feet long; and (b) Not being used to carry any person or property for a charge. C. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclualon g,, Aircraft. Auto Or Watercraft, In Paragraph 2. of SECTION CGD4170112 0 2012 The Tr~ Indemnity Company. M righll ruerwd. Page 1 of8 1nc1uc1ee copyrlghled materlBI of lnlunmce SelVlcel Ollce, Inc. wltl na pennlsSIOn. COMMERCIAL GENERAL LIABILITY I -COVERAGES -COVERAGE A BODJL Y IN- JURY AND PROPERTY DAMAGE LIABILITY: Thi• exclusion does not apply to an aircraft that Is: (a) Chartered with a pilot to any lnlured; (b) Not owned by arr/ Insured; and (c) Not being used to carry any person or prop- erty for a charge. D. DAMAGE TO PREMJSES RENTED TO YOU 1. The flrvt paragraph d the exceptions In Ex• clU1ion J., Damage To Property, In Para- graph 2. d SECTION I -COVERAOES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY Is deleted. 2. The followlng replaces the laat paragraph of Paragraph 2., Exclusions, d SECTION I - COVERAGES -COVERAGE A BODILY 1N- .A.JRY AND PROPERTY DAMAGE LIABIL- ITY: Excluslons c., g. and h., and Paragraphs (1 ), (3) and (4) of Excluston J., do not apply to "premises damage•. Exclusion f.(1)(a) does not apply to "premises damage" caused by fire unless Exdusion f. cl Section I -Cover- age A -Bodily lnjwy And Property Damage Liability 11 replaced by aiother endorsement to thia Coverage Part that has Exclusion -All Pollution Injury Or Damage or Tctal PoB\Jtlon Exclusion In b tftle. A separate limlt of ln1ur- ance applies to •premises danage" u de- scribed in Paragraph 8. d Section DI -limits Of Insurance. 3. The following replaces Paragraph 6. of SEC. TION Ill -LIMITS OF INSURANCE; &. Subject to &. above, the Damage To Premlsea Rented To You Linit Is the most we wm pay under Coverage A for damaga because of "premiNS damage" to any one premises. The Danage To PremJses Rented To You Limit wiH be; a. The amount 1hcrtvn for the Damage To Preml1ea Rented To You Limit on the Dedaratlon& of this Coverage Part; or b. $300,000 If no amount is shown for the Damage To Premises Rented To You Limit on the Dedarationa of this Coverage Part. 4. The following replaces Paragraph a. of the deflnttton of •insured contract" in the DEFINJ.. TIONS Section: a. A contract for a teaae of premises. How- ever, that portion of the contrac.t for • lease of premises that Indemnifies any person or organization for •prernlaas damage" Is not an "insured contract"; 15. The following la added to the DEFIN1TIONS Sectlon: "Premises damage" means -property dam- age• to: a. Afr/ premlsea while rented to you or tem- poraily occupied by you wlh permission of the a.vner. or b. The contents of arr/ premises while such premises Is rented to you, If you r&nt such premises for a period of seven or fewer consecutive days. 6, The following raplaces Paragraph 4.b.(1)(b) of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDmONS: (b) That Is Insurance for "premises damage"; or 7. Paragraph 4.b.(1)(c) r:I SECTION IV - COMMERCIAL GENERAL LIABILrrY CON- DITIONS Is defeled. E. INCREASEDSUPPLEMENTARYPAYMENTS 1. The followlng replacea Paragraph 1.b. of SUPPLEMENTARY PAYMENTS -COVER- AGES A AND B of SECTION I -COVER- AGES; b. Up to $2,500 for cost of bail bonds re- quired becauae of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury LlabRlty Coverage applies. We do not have to fur- nish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYIENTS -COVER- AGES A AND B of SECTION I -COVER• AGES: d. Al reuonable expenses Incurred by the Insured at our request to assist us in the Investigation or defense of the claim or •suit", Including actual loss Of earnings up to $500 a day becauee d tine off from wolk. Page 2of6 C2012 Thi Tmalenl lndendy Coq,any. Al rtgtu l'INrwd. CG 04170112 lnclUdes CGPYl'lgtaed mat9rlal of l111urance 8-McH Offlce, Inc. wit! b pennlnion. F. WHO IS AN INSURED -EMPLOYEES AND VOLUNTEER WORKERS -FIRST AID 1. 2. 3. 4. The following Is added to the definition of "oc• currence" In the DEFINITIONS Section: Unless you are In the business or occupation of providing professional health care services, "occurrence" also meana an act or omission committed by any of your •employees" or "volunteer workers", other than an employed or volunteer doctor, In providing or faffing to provide first alcl or "Good Samaritan aervk:es" toaperaon. The following Is added to Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Unless you are In the busiieu or occupation of providing prof81Slonal health care services, Paragraphs (1 )(a), (b), (c) and (d) above do not apply to "bodily Injury" arising out of pro. v!dlng or fafflng to provide first aid or "Good Samaritan aervlces" by any of your "employ- ees" or "volunteer workers", other than an employed or volunteer doctor. Any of your "employees" or ''Volunteer workers• providing or falling to provide first aid or "Good Samari- tan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or perfonning du- ties related to tha conduct of your business. The following is added to Paragraph 5, of SECTION UI -LIMITS OF INSURANCE: For the purposes of detennlning the appllca- ble Each Occurrence Llmtt, an related sets or omissions committed by any of your "eIT1Jloy~ ees" or "volunteer workers" In providing or falUng to provide flret aid or •Good Samaritan aervices" to any one person will be deemed to be one "occurrence•. The followlng Is added to the DEFINITIONS Section: •Good Samaritan services" means any emer- gency medical services for which no compen- sation is demanded or received. G. WHO 18 AN INSURED -EMPLOYEES -SU- PERVJSORY POSmONS The following Is added to Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c} above do not apply to 1't>odlly Injury" or "persona, Injury" to a co- "employee• In the course of the co-"employee's" emplcyment by you artalng out of work by any of COMMERCIAL GENERAL LIABILITY your ''employees• who hold a supervisory posi- tion. H. WHO IS AN INSURED -NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following replace• Paragraph 4. of SECTION II -WHO IS AN INSURED of the Commercial General Liabillty Coverage Fonn, and Paragraph 3. of SECTION IJ -WHO 18 AN INSURED of the Global Companion Commercial General UabHity Coverage Form, to the extent such coverage fonns are part of your policy: Any organization you newly acquire or form, other than a partnership or joint venture, d which you are the sole owner « In which you maintain the majority ownership interest, will qualify as a Named Insured if there 11 no other Insurance which provides similar coverage to that organiza- tion. However: a. Coverage under this provl1lon ls afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever Is earlier, If you do not raport such organization In writing to us within 180 days after you acquire or fonn It or (2) Until the end of the pollcy period, when that date Is later than 180 days after you acquire or fonn such organization, If you report such organization In writing to us within 180 days after you acquire or form It. and we agree In wrttlng that it will con- tinue to be a Named Insured untn the end of the policy period; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal ln- jwy' or "advertising lf¥1.Jry• arising out of an offense committed before you acquired or formed the organization. t. BLANKET ADDITIONAL INSURED -OWNERS, MANAGERS OR LESSORS OF PREMISES The following Is added to SECTION n -WHO IS AN INSURED: Any person or organization that Is a premises owner, manager or tenor is an lnlured, but only with respect to llablllty arialng out of the owner- ship, maintenance or uee of that part cf any prem- lNs teased to you. The Insurance provided to such pnm,IHs owner, manager or lessor does not apply to: CG 04170112 0 2012 The Traw!in lndermlty Compa,y. All lights reserwd. Page3of6 lncludet copyrlghled materlal of lrw.urance SeMCN otllca, Inc. wlh Ill pennllllon. COMMERCIAL GENERAL LIABILITY a. Any "bodily Injury'' or •property damage" caused by an "occurrenceN that takes place, or ''personal Injury" or "advertising Injury• caused by an offenae that Is convnittad, after you cease to be a tenant In that premises; or b. Structural alteratlons, l18'N construction or demolition operations performed by or on be- half of such premises owner, manager or les- sor. J. BLANKET ADDmONAL INSURED -LESSORS OF LEASED EQUIPMENT The follawfng fs added to SECTION II -WHO IS AN INSURED: Any person or organization that la an equipment lu9or Is an lnlurad, but only with respect ta Uabil- lty for "bodily lnju,y", "property damage•, "per- aonal lryury' or "advertising Injury" cauHd, In whole or in part. by your acts or omlalona In the maintenance, operation or U9e by you of equip- ment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodl~ Injury" or "property damage" caused by an "occurrence" that takes p!Ee, or "personal Injury" or "advertising Injury" caused by an offense that Is committed, after the equipment lease expires. K. BLANKET ADDITIONAL INSURED -PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The follcwlng Is added to SECTION II -WHO IS AN INSURED: Any person or organization that Is not otherwise an Insured under this Coverage Part and that you have agreed In a written contract or agreement to Include as an additional lnllurad on this Coverage Part is an Insured, but only with respect to liabKity for "bodily Injury" or "property damage" lhat: a. Is caused by an "occurrence" that takes place after you have signed and executed that con. tract or agreement; and b. Is caused, In whole or in part. by your acts or omlsslons In the performance of your ongoing operations to which that contract or agree- ment appllea or the acts or omlulans of any person or organization performing such op- erationa on your behalf. The Umlts of Insurance provided to such Insured wRI be the linlts which you agreed to provide In the written contract or agreement, or the llmlts 1hown In the Declaratlone. whichever are lea. L. BLANKET ADOJTIONAL INSURED -BROAD FORM VENDORS The foltowf ng Is added to SECTION II -WHO IS AN INSURED: Any person or organization that ls a vendor and that you have agreed In a written contract or agreement to Include as an addltlonal Insured on this Coverage Part Is an lneuAld, but only with ,.. spect to llablliy for •bodlly lnjlq' or "property damage" that L Is C8UHd by an •occurrence" that takes place after you hava signed and executed that con- tract or ag1Mment; and b. Msea out of "your products• which are dis-- trt,uted or sold In the regular course of such vendar'e bualness. The Insurance provided to auch vendor Is subject to the following proylslons: a. Toe Hmlts of Insurance provided to such ven- dor wll be the limits which you agreed to pro- vide In the wrlten contract or agreement, or the llmitl lhown In the Declarations, which- ever are lees. b. The insurance provided to auch vendor does not apply to: (1) Any express warranty not authorized by you; (2) Any change In "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of Inspection, demonstration, teaHng, or the substitution of parts under Instructions from the manufacturer, and then repackaged In the ortginal container; (4) Arr, failure to make such lnspectlone, ad- justments, tests or sel'\lk:lng as vendors agree to perform or normally undertake to perform In the regular course of buslnae, In connection w\th the distribution or sale of "your products•; (5) Oemonatratlon, lnatallatioo, servicing or repair operations, except such operations pel'fomted at such vendor's premises In connection wfth the sale of "your prod- ucts"; or (6) "Voll' products" which, after distribution or sale by you, have been labeled or re- labeled or used as a container, part or In- gredient of any ether thing or substance by or on behalf of 1uch vendor. Page4d6 02012 The Trawlers lndendy Campany. All 1'Qhll telllVld. CGD4170112 Includes ccpyrlghlad malllrllll of Insurance Servk:111 Ollc:e, Inc. di Its permlnlan. Coverage under this provision doea not apply to: a. Any person or organlzation from whom you have acquired "your products", or any ingre- dient part or container entering Into, accom- panyi ng or containing such products; or b. Any vendor for which caverage as an addi- tional Insured specfflcal1y Is acheduled by en- dorsement M. WHO IS AN INSURED -UNNAMED SUBSIDI- ARJES The following Is added to SECTION II -WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or Joint venture, that ls not shown ia a Named In- sured Tn the Dedaratlons la a Named Insured it a. You maintain an ownership lntarest of more than 500/4 In such subsidiary on the first day of the policy period; and b, Such subskfiary ia not an Insured under simi- lar other Insurance. No such subsidiary is an Insured for "bodHy Injury" or "property damage" that occurred, or "personal injury" or "advertising lnjury" caused by an of- fense committed: a. Before you maintained an ownership Interest of more than 50% In such subsidiary; or b. After the date, If any, during the policy period that you no longer maintain an ownership In- terest of more than 50% In such subsidiary. N. WHO IS AN INSURED -LIABILITY FOR CON- DUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last paragraph of SECTION D -WHO IS AN INSURED: No person or organization la an insured with re- spect to the conduct of any current or put part- nership or Joint venture that Is not shown as a Named Insured in the Declarations. This para- graph does not apply to any auch partnership or joint venture that otherwise quallfles as an In- sured under Section U -Who la An Insured. O. MEDICAL PAYMENTS -INCREASED LIMITS The following replaces Paragraph 7. of SECTION Ill -LIMITS OF INSURANCE: 7. Subject to &. above, the Medical Expense Limit Is the most we will pay undar Coverage C for all medical expenses because of "bodily Injury• sustained by any one person, and wftl be the higher of: (a) $10,000; or COMMERClAL GENERAL LIABILITY (b) The amount shown on the Declarations of this Coverage Part for Medical Expense Limit. P. CONTRACTUAL LIABILITY -RAILROADS 1. The followilg replaces Paragraph c. of the definition of "insured contract" In the DEFINI- TIONS Section: e. Any easement or lk:enae agraement; 2. Paragraph f .(1) of the definition of "insured contract" in the DEFINmONS Section Is de- leted. Q. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The follow1ng Is added to Paragraph 2., Duties In The Evant of Occurrence, OffenH, Clalm or Sult, d SECTION IV -COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: e. The following pravlllona apply to Paragraph a. above, but only for the purpoaea of the In- surance provided under this Coverage Part to you or any inaured tilted in Paragraph 1. or 2. of Section II -Who Is An Insured: (1) Notice to us of such "ocetmence" or of- fense must be given as soon as practica- ble only after the •occurrence• or offense Is known to you (If you are an lndlvldual), any of your partners or members who ls an individual (If you are a partnership or joint venture). any of your manager& who Is an Individual (If you are a limited llabllity company), any of your trustees who Is an Individual (If you are a trust), any of your "executive officers" or dlractore (If you are an organitatlon other than a partnership, Joint venture, limited liablfity company or trust) or any "employee" authorized by you to give notice of an "occ,,irranca" or offense. (2) If you are a partnership, joint venture, lim- ited liability cofl1)8ny or trust, and none of your partners, joint venture memben1, managers or trustees are Individuals, no- tice to us of such "occurrence" or offense must be given as 800n as practicable only after the •occurrence" or cffanse Is known by: (a) Any fndMdual who Is: (i) A partner or member of any part- nership or joint venture; (U) A manager of any Rmited riabllity company, CG 0417 0112 C21112 The Travelers lndefmlty Company. Al rigl'III ruemid. Page 5 of6 Includes copyrighted malmlal af lnaurance ServlcOI Oftlce, Inc. with II permleslon. COMMERCIAL GENERAL LIABILITY (HI) A trustee of any trust; or (Iv) An 8X8C\ltlve officer or director of any other organization; that is your partner, joint venture member, manager or trustee; or (b) Any "employee" authorized by such partnership, Joint venture, limited 11- abirrty campany, trust or other organi- zation to give notice of an •occur- rence" or offense. (3) Notice to us of such "accurrence" or of- fense wlll be deemed to be given as soon as practicable If it Is given In good faith as soon as practlcable to yoor wortcers' COfl1)8nSatlon Insurer. This applies only If you subseq1Jentty give notice to us of the "occurrence" or offenae aa soon as prac- ticable after any of the persons described in Paragraphs e. (1) or (2) above discov- ers that the "occwrence" or offense may result In sums to which the insurance provided under this Coverage Part may apply. However, if thla policy Includes an endorse- ment that provides Umlted coverage for "bod· By Injury" or "property damage" or pollution costs arising out of • discharge, release or escape of "polutants" which contains a re- quirement that the discharge, release or ea- cape of "pollutants" must be reported to us within a specific ntmber of days after its abrupt commencement, this Paragraph e. does not affect that requirement. R. UNINTENTIONAL OMISSION The followlng Is added to Paragraph 8., Repn,.. sentatlons, of SECTION IV -COMMERCIAL GENERAL LIABJLITY CONDITIONS: The unintentional omlsllon ct, or unintentional er- ror In, any Information pRMded by you which we reUed upcn in issuing this policy wlD not prejudice your rights under this lnmance. However, this provision does not affect our right to collect addi- tional premium or to exercise our rights of cancel- lation or nonrenewal In accordance with applica- ble Insurance laws or regulations. S. BLANKET WAIVER OF SUBROGATION The following Is added to Paragraph 8., Transfer or Rights Of Recovery Against Others To Us. of SECTION JV -COll'-'ERCIAL GENERAL LI• ABILITY CONDmONS: If the Insured has •greed In a contract or agree- ment to waive that Insured'• right of recovery against any person or organization, we waive our right of recovery against such pel'IDn or organiza- tion, but only for payments we make because of: L ''Bodily Injury" or "property damage" caused by an "occurrence" that takes place; or b. "Personal Injury" or "advertising Injury" caused by an offense that Is committed; subsequent to the execution of the contract or agreement Page6of6 e 2012 The Travels~ Indemnity Company. All lights reserved. CG04170112 Includes copyrfghtltd material of lntUraiice Services Oflk:e, Inc. with b permlnlon. TRAVELERft ON2 'l'OWBR SOO'AJli llllTPORD, CT D61B3 WORKERS COMPENSATION ANO EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A} -001 POLICY NUMBER: .UBSJZS 64 7 5 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENOORSEMENT-CALIFORN~ (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named In the Schedule. The additional premium for this endorsement shall be o o. oo % of the Californle workers' compensation pre- mium. Person or Organization ANY PEP.SON OR ORGANIZATION FOR WlllCB 'l'BE INSURED HAS AGREED BY WRITTEN CONTRACT EXBCDTBD PRIOR TO LOSS TO FUR.NISH THIS WAIVER, Schedule Job Description This endorsement changes the policy lo which ii Is attached and is effective on the date issued unless OlheJwise stated. {The information below is required only when this endorsement Is Issued subsequent to preparation of the policy.) Endorsement Effective 12-15-17 Policy No. UBBJ2564 7 5 Endorsement No. lnsuredEnvironmental Systems Research Institute, Inc• Premium Insurance Company Countersigned by ___________ _ DATE OF ISSUE: ~f ASSIGN: Page 1 of 1 . '