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Environmental Systems Research Institute, Inc. <br />380 New York Street <br />Redlands, CA 92373 <br />(714) 793 -2853 <br />No Implied Waivers: No failure or delay by ESRI in enforcing any right or remedy under this <br />Agreement shall be construed as a waiver of any future or other exercise of such right or remedy <br />by ESRI. <br />Order of Precedence: Any conflict between the terms of this License Agreement and any <br />Purchase Order or other terms shall be resolved in favor of the terms of this License Agreement. <br />Additional Software Licenses: Additional ARC/INFO or extension software licenses may be <br />ordered without signed amendments provided the following language is incorporated in the signed <br />Purchase Order: "By accepting this order, both parties agree to amend the Master Software <br />License Agreement Number between and <br />Environmental Systems Research Institute, Inc. (ESRI), dated [insert Master Software License <br />Agreement datel, which is incorporated herein by reference, to include the above software licenses, <br />which are hereby licensed under the same terms and conditions." <br />General: This license may be modified by an amendment signed by the parties. If any provision <br />of this Agreement shall be unlawful, void, or for any reason unenforceable, it shall be deemed <br />severable from, and shall in no way affect the validity or enforceability of, the remaining <br />provisions of this Agreement. This Agreement will be governed by the laws of the United States <br />of America and the State of North Carolina. <br />Entire Agreement and Amendments: This Agreement and the Attachments, which are <br />incorporated by reference, constitute the sole and entire agreement of the parties as to the matter set <br />forth herein and supersede any previous agreements, understandings, and arrangements between <br />the parties relating hereto. Except as otherwise expressly provided herein, any Amendments to this <br />Agreement must be in writing and signed by an authorized representative of each party. The <br />attachments are as follows: <br />Attachment D -1— Registered Client Information <br />Attachment D -2-- Licensed Configuration <br />IN WTINESS WHEREOF, the parties hereto have executed this Agreement to be effective, valid, <br />and binding upon the parties as of the date below as executed by their duly authorized <br />representatives. <br />Accepted and Agreed: <br />Authorized Signature <br />Printed Name• • CHAI <br />)DOARD OF Col',1MISSIONER3 <br />Title: <br />Date:, �� g <br />ENVIRONMENTAL SYSTEMS <br />RESEARCU- WSTITUTE, INC. <br />Signature <br />Printed Name: <br />Title: <br />Date: 2 a <br />A92- P1291/RS D- 6123/92 <br />