USER may not:

Portions Not Applicable to USERs Have Been Removed

Article 1—Definitions 1

Article 2—Reservation of Ownership Rights/Copyright 2

Article 3—Term and Termination 3

Article 4—Grant of License Rights 3

Article 5—Purchase Order Transactions 6

Article 6—Support Services 7

Article 7—Statement of Proprietary Interest 7

Article 8—Limited Warranty for Media; No Warranty for Software 7

Article 9—Limits of Liability 8

Article 10—Indemnity for Infringement 8

Article 11—Assignment 8

Article 12—Export 9

Article 13—Trademark and Copyright Acknowledgment 9

Article 14—Changes 9

Article 15—Records, Access, Audit 9

Article 16—Notice 9

Article 17—University's Responsibility 10

Article 18—Tax Applicability 10

Article 19—No Implied Waivers 10

Article 20—Severability 10

Article 21—Headings 10

Article 22—Order of Precedence 10

Article 23—Governing Law 10

Article 24—Entire Agreement 10

UNIVERSITY SITE LICENSE AGREEMENT

Contract No. 99U1335

THIS AGREEMENT is the expression of covenants between

hereinafter referred to as "University," and

hereinafter referred to as "ESRI."

WHEREAS, ESRI is a developer, proprietor, and marketer of Software, Data, and Related Materials; and

WHEREAS, both ESRI and University desire to enter into an Agreement to license the use of certain ESRI Software, Data, and Related Materials; and

WHEREAS, ESRI represents that it has title and/or right to license the Programs and the technical expertise to provide technical support for certain Software;

NOW THEREFORE, in consideration of mutual covenants and agreements contained herein, the parties do hereby agree as follows:

For the purpose of this Agreement, the words, phrases, or terms in this Agreement shall have the following meanings:

"Commercial Use" is defined as use of the Software, Data, or Related Materials for profit, income, or revenue producing purposes.

"Data" is defined as information which has been provided by ESRI and its third party licensors and formatted as a computer database and licensed for use with ESRI Software as specified in this Agreement.

"Executable Code" is defined as University's computer software programs comprised of linked Object code libraries that embed ESRI .dll file(s) and that will execute the computer commands and/or instructions.

"GIS Specialist" is defined as a specific University on-site representative(s) authorized to contact ESRI for Software support services. The GIS Specialist should be a technically oriented individual familiar with GIS technology.

"Primary Contact" is defined as the single representative of University who shall coordinate internal orders from University and distribute the Software, Data, and Related Materials within University upon receipt from ESRI.

"Object Code" is defined as computer software programs assembled or compiled in magnetic or electronic binary form on software media, which are readable and usable by machines but not generally readable by humans without reverse assembly, reverse compiling, reverse engineering, or otherwise translating the machine readable code into its Source Code format.

"Programs" is defined as any and all copies comprised of the Software, Data, or Related Materials licensed under the terms and conditions of this Agreement.

"Related Materials" is defined as all of the printed materials delivered inclusive of on-line or hard-copy documentation, installation instructions, training materials, the confidential user support activation code, media, and hardware key as applicable, as supplied by ESRI for use with the ESRI Software.

"Site" is defined as the University described in the heading on page 1 of this Agreement and includes the Belknap campus, the Shelby campus, and the Heath Services Center, which are under the legal control of the University and authorized by University to obtain Software licenses detailed in Appendix A pursuant to the terms of this Agreement.

"Software" is defined as the computer programs incorporated by reference or delivered hereunder on the media together with permitted backup copies, and any updates subsequently supplied by ESRI.

"Source Code" is defined as computer software programs written in higher-level programming languages, sometimes accompanied by English language comments. Source Code in intelligible to trained programmers and may be translated to Object Code for operation on computer equipment through the process of compiling.

"UDA Package" is defined as University Developed Application(s) comprised of hardware, software, software scripts, data, and/or services that is for University's own internal, noncommercial, educational, academic, and/or research use in Executable Code format.

ESRI and its third party licensor(s) retain exclusive ownership, right, title, and interest in any copies of Programs licensed under this Agreement and hereby grants to University a personal, nonexclusive, nontransferable license to use the Programs pursuant to the terms and conditions of this Agreement. University is purchasing a license to use the Programs under the terms of this Agreement. All rights not specifically granted in this Agreement are reserved to ESRI.

The Programs are owned by ESRI and its third party licensor(s) respectively, and are protected by United States copyright laws and applicable international treaties and/or conventions. Any requirements for additional printed copies of the Related Materials must be purchased from ESRI.

This Agreement is an annual Site license, which requires payment of the Initial Site License Contract Fee set forth in Appendix A. Thereafter, the Agreement will automatically renew upon payment of the Annual Site License Contract Renewal Fee that is detailed in Appendix A unless this Agreement is terminated earlier pursuant to the terms set forth in Article 3.2 below.

ESRI will ship initial deliverables upon full execution of the Agreement and receipt of purchase order (or other form of payment) for the Initial Site License Contract Fee. New keycodes will be obtained annually upon payment of the Annual Site License Contract Renewal Fee described in Appendix A.

This Agreement and any license granted hereunder may be terminated by ESRI if University fails to comply with any of the terms and conditions herein. The license granted with regard to each licensed program shall remain in force until University discontinues the use of that licensed program on the designated equipment, fails to pay the annual fee, or fails to comply with any of the terms and conditions of this Agreement.

Within thirty (30) days after University has discontinued use of any licensed Software, Data, or Related Materials, fails to make the initial or annual payment, or within five (5) days after ESRI has terminated this Agreement by reason of University's failure to comply with any of the terms of this Agreement, University shall destroy all copies in whole or in part, in any form, including partial copies and modifications, of the discontinued or terminated Software, Data, or Related Materials, and University shall represent in writing to ESRI that these steps have been taken. University may retain a copy of the Software for archive purposes only. University may temporarily retain an additional copy of the Software on any system backup tape that was created prior to the termination of this Agreement until such time as the backup tape expires.

ESRI grants University certain limited rights to copy and use the Programs as described herein. The Software License granted under this Site License Agreement authorizes University to copy and use the licensed ESRI Software in any machine-readable form. All Software Programs licensed herein may be copied onto any number of computers provided they are owned by the University and located at the licensed Site. From the date of receipt of each Program, University agrees to use reasonable effort to protect the Programs from unauthorized use, reproduction, distribution, or publication.

For the protection of selected software, ESRI employs a nondestructive License Manager and/or hardware key to limit use of the licensed Software to specific computer networks and/or computer systems.

Permitted uses:

University agrees not to allow anyone other than registered students and employees of its institution to use the Programs without ESRI's prior written permission. University understands and expressly agrees that the Programs provided under this Agreement are to be used only for educational, academic, and research purposes by employees and students. Use of the licensed Programs for profit, private gain, or other Commercial Use is an express violation of the terms expressed herein entitling ESRI to all remedies available in equity or law, as well as payment in full for standard license fees.

University agrees to use reasonable efforts to protect from loss and theft all Programs. University agrees to report all losses in writing to ESRI at the address specified in Article 18 within five (5) working days after discovering that components are missing. University agrees to replace all lost or stolen items at current rates described in Appendix A. Recurring loss or theft of Programs shall constitute a breach of this Agreement and ESRI may, at its discretion, terminate this Agreement and exclude University from further participation in the University Site License program without refund of any fees.

This Site License Agreement supersedes any current Software License Agreements signed between these parties for the Programs available under this Agreement.

This Agreement provides University the right to copy and use the following Software Programs and Data sets:

University may not:

MapObjects software is a set of software development tools that are used to develop application software. This license allows the use of MapObjects for on-campus use only. Applications created with MapObjects may be deployed for noncommercial and educational purposes on the university campus only, unless University separately licenses with ESRI for deployment outside of the University campus. University may not deploy or allow to be deployed the "MO10.LIC" or "WEBLINK.LIC" file in any way whatsoever.

University may use the Internet Map Server License to provide World Wide Web access using ESRI's MapObjects and MapObjects Internet Map Server extension or ArcView GIS and ArcView Internet Map Server extension for purposes other than Commercial Use. In the event University requires GIF file generation capabilities in ArcView Internet Map Server extension or MapObjects Internet Map Server extension, a separate license from Unisys must be obtained prior to use by University, which requires payment by University to Unisys of a one-time license fee.

University may use the NetEngine Software and Related Materials, provided in C Source Code samples and Object Code libraries (.dll and .lib files), at development time in order to develop its UDA Package(s) solely for the internal, noncommercial, educational, academic, and/or research use of the University. University may use, copy, reproduce, modify, alter, adapt, transform, merge, incorporate and/or embed the C Source Code samples and/or may use, copy reproduce, merge, incorporate, and/or embed the C Object Code libraries (.dll files) in its UDA Package(s).

The NetEngine Software and Related Materials are owned by ESRI and are protected by United States copyright laws and applicable international laws, treaties, and/or conventions. The parties mutually agree that University may make an application for copyright registration in derivative works created by University based on the preexisting Software and Related Materials, so long as University identifies and discloses all respective ownership rights in preexisting material(s) that comprise University's software package in Section 6, Derivative or Compilation on Form TX, and/or any other applicable form(s) of the United States Copyright Office or the applicable forms in other legal jurisdictions. University shall not remove any intellectual property notices and/or proprietary legends contained in the Source and/or Object Code of the Software and any online and/or hard-copy attribution page of the Related Material(s).

Upon full execution of this Agreement and receipt of the purchase order for the initial Site License contract fee specified in Appendix A, ESRI will ship the initial deliverables listed in Appendix A.1 to University as one (1) complete shipment. If the University does not need or want the complete set of initial deliverables, it may voluntarily reduce the list of deliverables. However, there shall be no credit or refund to University by ESRI for the items excluded. All orders, including the initial deliverables and future orders, will be shipped to the primary contact for internal distribution as set forth in Appendix B of this Agreement. Initial deliverables will be shipped FOB destination.

ESRI will provide University with an account number and password for access to ESRI's Web-based keycode generation system. University will use this system to generate the keycodes, as needed, for the UNIX-based Software and ARC/INFO for Windows NT Software. The keycode issuance system will have a time-out date for the keycodes that is set for one (1) month after the renewal date of the agreement. When payment for the contract renewal is received by ESRI, the expiration date will be changed to the appropriate new date. University will closely guard the keycode password and keycode account number to ensure that there is no unauthorized use of the keycode generation system.

All currently existing Programs that are available under this Agreement previously licensed to University are hereby incorporated into this Agreement and the technical support fee is included in the annual fee stated in Appendix A.

Notwithstanding the existing ESRI Programs in University's inventory, University shall issue a purchase order for the initial Site License Contract Fee, Annual Site License Contract Renewal fee, and for all additional Programs ordered hereunder for the fees specified in Appendix A. ESRI will invoice against each purchase order upon shipment of the Programs. University agrees to pay all ESRI invoices within thirty (30) days of receipt of invoice.

Following receipt of Initial Deliverables when additional hardware keys, Software packages, or other Programs are required, University may purchase additional licenses to add to this Site by paying such applicable fees as are identified in Appendix A. Additional ARC/INFO for Windows NT Software Licenses will require the purchase of hardware keys as defined in Appendix A to release the right to use the Software. All keycodes will be generated using ESRI's Web-based keycode generation system. Orders for additional Software as described in Appendix A are shipped FOB Redlands, California.

In implementing an efficient method to process additional orders, incorporation of the following language typed below the listing of the Software licenses, Data, or Related Materials ordered on University's signed and preprinted purchase order is required:

As requested by University, ESRI shall furnish University with a quotation for professional services for installing, moving, reinstalling, and/or training in use of said Software within new or relocated sites.

Software support services are included in the Initial Fee and Annual Site License Contract Renewal Fee specified in Appendix A, and will be provided in accordance with the most current version of the ESRI ARC/INFO Support Services brochure and the Desktop Support Services brochure. Provided the University remains current on its payment of the Annual Site License Contract Renewal Fee, University shall receive Software updates as defined herein and unlimited technical support for three (3) GIS specialists, identified in Appendix B.

BusinessMAP PRO Software technical support is not available under this Agreement.

The terms of the ESRI Support Services policies do not apply to BusinessMAP PRO.

University shall have three (3) named GIS Specialists. University's GIS Specialists, including any additional GIS Specialists added to the Agreement for the fees specified in Appendix A, shall be the only individuals authorized to contact ESRI for technical support. University's GIS Specialists are designated in Appendix B.

During the general commercial release, ESRI will deliver to University at the ship-to address specified in Appendix B one (1) upgrade package for each of the ESRI-supported Programs included in the site license, provided that the renewal fees have been paid and the contract is current. ESRI shall coordinate with the University's primary contact for delivery of Software updates under this Agreement. Upgrades are shipped FOB destination.

The University Data Package will only be upgraded at ESRI's sole discretion.

ESRI shall register three (3) University representatives for admission without charge to ESRI's annual user conference, provided that University's renewal fees have been paid and that University's contract is current.

University agrees that all Data and Software licensed by way of this Agreement and all ESRI documentation are proprietary to ESRI or its licensors and are and shall remain at all times the property of ESRI or its licensors. University shall be responsible to ensure that its employees, faculty, and registered students do not disclose any proprietary information or material to any unauthorized individual, institution, company, or government agency or in any way transfer this Software, Data, or any hybrids of the same without written permission of authorized ESRI personnel, to the extent permitted by Kentucky law. The restrictions shall apply to Data sets, Software, file structures, documentation, algorithms, related Software concepts, Software program corrections, and updates. University agrees that copies of all licensed Software and Data received from ESRI or made by University for any purpose authorized by this Agreement are and shall remain at all times the property of ESRI. University agrees that its obligations of confidentiality described heretofore in this article are binding in perpetuity and as such survive the term of this Agreement.

ESRI warrants that the media on which all Programs are provided under this Agreement will be free from defects in material and workmanship under normal use and service for a period of sixty (60) days from the date of receipt. The University's sole and exclusive remedy for breach of the limited warranty shall be that ESRI will replace any such media during the warranty period if returned with proof of purchase or date of receipt.

EXCEPT AS WARRANTED ABOVE, THE SOFTWARE, DATA, AND RELATED MATERIALS CONTAINED THEREIN ARE LICENSED TO UNIVERSITY "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. UNIVERSITY EXPRESSLY ACKNOWLEDGES THAT THE DATA CONTAIN SOME NONCONFORMITIES, DEFECTS, OR ERRORS. ESRI DOES NOT WARRANT THAT THE DATA WILL MEET UNIVERSITY'S NEEDS OR EXPECTATIONS, THAT THE USE OF THE DATA WILL BE UNINTERRUPTED, OR THAT ALL NONCONFORMITIES, DEFECTS, OR ERRORS CAN OR WILL BE CORRECTED. ESRI IS NOT INVITING RELIANCE ON THE DATA, AND UNIVERSITY SHOULD ALWAYS VERIFY ACTUAL DATA.

AS TO THE LIMITED WARRANTY FOR MEDIA SET FORTH IN ARTICLE 8, ESRI SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, AND/OR CONSEQUENTIAL DAMAGES RELATED TO THE USE BY UNIVERSITY OF THE SOFTWARE, DATA, OR RELATED MATERIALS, ALONE OR IN ANY COMBINATION, EVEN IF ESRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

ESRI shall defend, indemnify, and holds harmless University from and against any claims, actions, or demands alleging that the unmodified Software and Related Materials infringe any copyright, trademark, or any other intellectual property right enforceable in the United States of any third party with respect to ESRI's Software and Related Materials. University shall permit ESRI to replace or modify any affected Software and Related Materials to avoid infringement, provided the replacement or modified Software operates in a substantially similar fashion, or to procure the right for University's continued use and deployment of such items. If neither of such alternatives is reasonably possible, the infringing items shall be returned to ESRI and ESRI's sole liability shall be to refund amounts paid by University. ESRI shall have no obligation hereunder for or with respect to claims, actions, or demands alleging infringement that arise by reason of the Software and Related Materials or of the combination of noninfringing items with any items not supplied by ESRI.

Article 10.1 shall survive termination of this Agreement to the extent necessary to protect University from any claim, action, or demand within the scope of Article 10.1 which could be brought against University following a termination of this Agreement, provided, however, the infringement occurred during the period of performance of this Agreement.

ESRI assumes no liability from and against any and all claims, actions, or demands arising and alleging that University's UDA Package(s) infringe any patent, copyright, trademark, trade secret, or any other intellectual property right of any third party with respect to any University's UDA Package(s), with the sole exception of those matters for which ESRI bears responsibility under Article 10.1 above.

The foregoing indemnities are conditioned on

THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI AND UNIVERSITY WITH RESPECT TO MISAPPROPRIATION AND/OR INFRINGEMENT OF A PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, KNOW-HOW, PROPRIETARY DATA RIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHTS.

University shall not assign its rights hereunder without the prior written consent of ESRI.

University acknowledges that this Agreement and the performance thereof are subject to compliance with any and all applicable United States laws, regulations, or orders relating to the export of computer software or know-how relating thereto. The Software and Related Materials have been determined to be Technical Data under United States export laws. University agrees to comply with all laws, regulations, and orders of the United States in regard to any export of such Technical Data. University agrees not to disclose or re-export any Technical Data received under this Agreement in or to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless University has obtained prior written authorization from ESRI and the U.S. Office of Export Control. The countries restricted at the time of this Agreement are Cuba, Iran, Iraq, Libya, North Korea, Montenegro, Serbia, and Sudan.

University acknowledges that ESRI holds trademark ownership over all ESRI Software and Data names and logos. University further acknowledges that ESRI holds copyright ownership over all printed materials associated with ESRI Software. In recognition of these trademark and copyright rights, University agrees that when creating duplicate CD–ROMs, University shall duplicate the ESRI CD–ROM artwork and/or alternatively shall place ESRI's copyright attribution on the face of the CD–ROM.

The GIS Specialists shall not be authorized to change any of the terms and conditions of this Agreement. Such changes, if any, shall be made only by the ESRI authorized representative and the University Contract Administrator or by his/her authorized representative by a properly written and executed modification to this Agreement.

New Software, services, or reduced prices may be added by supplements to the attachments by formal notice provided by ESRI. University acknowledgment is not required to confirm receipt of the supplement.

University shall maintain records pertaining to the distribution and location of the Programs and shall make these records available for inspection and audit by ESRI. Records shall be maintained and retained by University for a period of not less than three (3) years after the termination or expiration of this Agreement.

Audits conducted pursuant to this Article shall be in accordance with generally accepted auditing standards and established procedure and guidelines of the reviewing or auditing agency.

Notice required or contemplated by either party must be delivered in person or by courier, express mail, facsimile, or postage-prepaid certified or registered air mail addressed to the party for whom it is intended at the address specified herein.

University of Louisville ENVIRONMENTAL SYSTEMS

2301 South Third Street RESEARCH INSTITUTE, INC.

Louisville, KY 40292 380 New York Street

Attn: Director of Purchasing Redlands, CA 92373-8100

Fax: 909-307-3020

Attn: Contracts Manager

Either party may change its address for notice by giving prompt notice to the other party of the change.

In consideration of the grant of the discount on standard Software license and technical support fees, University agrees to do the following:

ESRI has not included within the fees stated any sales tax or shipping and handling that may be applicable. Any such tax or fees that become due shall be paid by University. If University is exempt from certain taxes, University shall furnish to ESRI evidence of its exemptions from any Federal, State, or local sales or use taxes. Such certificates shall be furnished to ESRI upon execution of this Agreement.

The failure of any party, at any time, to enforce a provision of this Agreement shall in no way constitute a waiver of that provision, nor in any way affect the validity of this Agreement, any part hereof, or the right of such party thereafter to enforce each and every provision hereof.

If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties shall use their best efforts to replace the respective provision(s) of the Agreement with legal terms and conditions approximating the original intent of the parties.

The headings and titles to the Articles and paragraphs of this Agreement are inserted for convenience only and shall not be deemed a part hereof or affect the construction or interpretation of any provision hereof.

Any conflict and/or inconsistency between the terms of this Agreement and any purchase order or other terms shall be resolved in favor of the terms expressed in this Agreement.

This Agreement shall be construed and enforced in accordance with, and be governed by, the laws of the State of Kentucky without reference to conflict of laws principles.

This Agreement and the Appendixes listed below, incorporated herein by reference, constitute the sole and entire agreement of the parties as to the matter set forth herein and supersede any previous agreements, understandings, and arrangements between the parties relating hereto. Any conflict between the terms of this Agreement and any terms in the ESRI Software and Data License Agreements that are shipped with the ESRI Software shall be resolved in favor of the terms of this Agreement. Any Amendments to this Agreement must be in writing and signed by an authorized representative of each party.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day noted.

ENVIRONMENTAL SYSTEMS

University of Louisville RESEARCH INSTITUTE, INC.

(University) (ESRI)

Signature: Signature:

Printed Name: Printed Name: Laura Dangermond

Title: Title: Vice President

Date: Date: