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E204 April 1, 2022 REV: 09-20-2022 SK Master Agreement Product and Services Contract number 00312022.0 This Master Agreement Product and Services ("Agreement") is between City of Redwood City, a California charter city and municipal corporation ("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 (together “Parties”). 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. This Agreement comprises this signature page, the terms and conditions that begin on the following page, and all referenced attachments. Except for Product or Service descriptions, quantities, pricing, and delivery instructions, or as agreed in an Ordering Document signed by both parties, all terms included in any Ordering Document are void and of no effect. Any modification(s) or amendment(s) to this Agreement must be in writing and signed by both parties. The parties will sign this Agreement via electronic signatures. This Agreement is effective as of July 28, 2022. The authorized representatives of each party accept and agree to the terms of this Agreement by signing below: CITY OF REDWOOD CITY ENVIRONMENTAL SYSTEMS RESEARCH (Customer)INSTITUTE, INC. (Esri) 1017 Middlefield Rd, Redwood City, CA 94063 380 New York Street, Redlands, CA 92373-8100 By: By: Authorized Signature Authorized Signature Printed Name: Melissa Stevenson Diaz Printed Name: Title: City Manager, Redwood City Title: Date: Date: 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 Esri Offerings. Customer will include the following ATTY/AGR.2022.349/ESRI (Page 1 of 25) Oct 14, 2022 Alejandra Merino Manager, International Contracts Oct 14, 2022