R2020-161 Resolution Authorizing Purchase of a Three-Year ESRI Small Municipal and County Government Enterprise License Agreement and ESRI Enterprise Advantage Program from ESRI, Inc.

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c. "Esri Training Event(s)"means an Esri site class,Esri instructor-led online class,a Customer site/private class,workshop,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 nonrefundable,nontransferable block of prepaid training days with a fixed price per day training price throughout the Term of the Training Pass. g. "Esri Mobile Router"means a service in which Esri will deliver and setup a mobile router at the Customer's site for use in conjunction with a scheduled Esri Training Event only.The mobile router provides high-speed wireless internet access needed to run the Esri Training Event. 4.2 Permitted and Prohibited Uses. a. Esri provides Training Materials for Training purposes only and for the exclusive use of the Student who attends the Training course for which the Training Materials are provided. b. Customer may reproduce copies of Training Materials for registered Students. c. Customer may not and may not permit any Student to(i)separate the component parts of Training Materials for any use or(ii) use audio or video recording equipment during an Esri Training Event. d. Esri may issue temporary Product authorizations if Customer has an insufficient number of Products available for Training. Customer may use such Products as Training Materials under the terms of this Agreement. Customer will uninstall all deployed Products and return any media provided by Esri upon conclusion of the Esri Training Event. e. Customer will retain ownership of any Customer-Supplied Training Data. 4.3 Esri's Responsibilities. Esri will a. Providean instructor qualified to conduct Training; b. Provide all necessary Training Materials for Student;and c. Confirm Esri Training Events approximately 10 business days prior to the scheduled start date.Esri will only confirm Student registrations that include a payment method. Registrations without a confirmed payment method are placed on the reservation waitinglist.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 Esd'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 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 E204AP Page 4 of 17 March 5,2020