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17-1018_DIGITAL MAP PRODUCTS_Agreement Digital Map DIGITAL MAP Beyond Mapping Products • PRODUCTS 18831 Von Karman Ave,Suite 200 Irvine,Ca.92612 October 18,2017 Noreen Swiontek City of San Juan Capistrano Senior Management Analyst 32400 Paseo Adelanto San Juan Capistrano,CA 92675 Reference: GovClarity' Subscription and Data Delivery Dear Noreen, We are pleased to present to you Digital Map Products,Inc.'s(DMP) 2017 Renewal Agreement for Geographic Information Systems Services and Data.You are coming off a 5-yeai contract from 2012 when your previous rate was locked in, Digital Map Products established updated pricing in 2017 which increases your GovClarity'" Enterprise subscription 5%over the previous term.This is the first price increase since 2012.DMP's most valuable assets are its people that build,deliver,and support our service to you.As is also likely at your agency in recent years,we have chosen to increase our investment in these assets.An additional contributor to our updated pricing structure is the cost of data licensed from leaders in their respective data categories and integrated into our subscription applications.While primarily able to absorb these increases across our rapidly growing client base, DMP does experience continued increased fees from these firms. Thus, a modest price increase is needed to maintain and advance the strong product and services to our customers.We are prepared to once again,hold the new subscription rate for the city of San Juan Capistrano for the term of the new contract.All data licensing fees will remain unchanged, DMP is the inventor of the public/private partnership model that facilitates the sharing of county land based information. DMP's core competency is acquiring and processing these different data sets and providing an easy to use navigation tool to leverage this content from one location. Digital Map Products is distinct in its ability to offer embedded mapping technology to the non-technical professional.The City of San Juan Capistrano has been a client of DMP since 1999.Through GovClarity'",CommunityView—and Orange County Parcels and Tax Roll Data, DMP provides a comprehensive and turnkey hosted subscription application solution to the City.The city of San Juan Capistrano's GoyClarity'" Enterprise subscription includes access to Orange County parcels, property ownership information,3"color imagery,and environmental geo-hazards database. GovClarity is designed so that all individuals within the city, with no mapping experience or knowledge can achieve the benefits of that technology with minimal investment of time and money. GovClarity'.works in parallel with the city's minimal number of existing ArcGIS licenses as the enterprise wide deployment solution for staff to access the city's data. Along with the base data sets, the city has over 100 layers providing staff with access to city specific information ranging from zoning and homeowner associations to water and sewer infrastructure to capital improvement projects and geology.As DMP grows and evolves,GovOarity users do as well.The DMP Software as a Service(SaaS)model allows all city employees, agency-wide, the ability to enjoy access to city data including enhancements,ongoing support,and product training options,all as part of the license agreement. We appreciate our long-standing partnership with the city. From our products and services to our Customer Success team—we are thoroughly equipped to continue to exceed your expectations. Warm regards, Mary Kane Digital Map Products,Inc. Account Manager, DIGITAL MAP Date: 11/9/2017 Account Manager: Mary Kane PRODUCTS Agreement t$:SJC-171001GCCVD 18831 Von!Orman Avenue Suite 200,irvine,CA 92612(949)333-5111 iOFFICi uSI ONLvi GovClarityTM / CommunityView" Order Form CONTACT INFORMATION BILLING INFORMATION Agency Name: City of San Juan Capistrano Contact Name: City of San Juan Capistrano,Accounts Payable Contact Name: Ben Siegel Street Address: (Same) Position: City Manager City,State&zip: street Address: 32400 Paseo Adetanto Phone: City,State&Zip: San Juan Capistrano,CA 92675 E-mail: Phone: 949,443-6315 Agreement Term: 10/01/17 thru 09/30/18 Email: :J Billing Start Date: 10/01/17 TECHNICAL ACCOUNT LIAISON Billing Frequency: Annual Contact Name: James Fournier Billing Method: Invoiced(Email) E-mail: Payment Method: Check Phone: (949)487-4314 Payment Terms: Net 30 Population: 36,276 U of users: 200(Agency-wide) ORDER DETAIL GovClarity'm Enterprise Agency-wide Access Term Annual Total 2017-2018 $26,250 Available Content All Items listed below are available in GovClority'"Enterprise Annual Price CommunityView' Included Full Access to API and Integrations special aunt' Not 1/1C/OCkd Assigned Customer Success Resource Included Tax Maps Included Support: Live' (888)322-MAPS(6277)x2 support(Liadigmap.com Included On-Site Training(1 time) Included Training Resources:On-line I On-Demand https://www.digmap.com/onlinehelp/goyclarity/index.html Included Additional Premium Services & Data Content All items listed below ore available in GoyClarity'Enterprise Orange County Parcels(Maintenance Fee)Countywide Boundary(Annual Update) $3,500 $3,500 Property Attribute Records(Maintenance Fee)Citywide Boundary+500'Buffer(Monthly Update) $4,365 $4,365 TomTom Multinet Street Centerlines-Citywide Boundary+500' Buffer(Annual Update) $3,00,0 Not included Custom Success Plan GIS Consulting Services Not inch.01,c1 Foreclosure Data 51,500 NO(Included Demographic Data $1,500 Not included Premium Points of Interest(P01) Data5) ,isi Not lortuth,t1 TimeView Satellite Imagery Library 51500 Nat includcd Premium School Data 51,500 NG(Included Custom Imagery Upload - Imagery supplied by City VeL,at cluot4• Net Included 2017-2018 ANNUAL CONTRACT TOTAL $34,115 Page 1 of 2 Date: 11/9/2017 Account Manager; Mary Kane DIGITAL I\IIAP P R 0 D i C I S Agreement Pt:SJC-171.001GCCVD 18831 Von Karman Avenue Suite 200,Irvine,CA 92612(949)333.5111 (OMCt.USI ONLY) DIGITAL MAP PRODUCTS-ACCOUNT MANAGER DIGITAL MAP PRODUCTS -TECHNICAL CONTACT Contact: Mary Kane Contact: Karen Figgins Title: Account Manager,Major Accounts Title: Customer Success Manager, Local Government Phone: 949.555.5147 Phone: 049.333.5184 E-mail: , • E-mail: DIGITAL MAP PRODUCTS - BUSINESS INFORMATION Address: Digital Map Products, Inc. Phone: 949-333-5111 18831 Von Karman Avenue,Suite 200 Fax: 049-333 5112 Irvine,CA 92612 DUNS: 87971961 NAICS/SIC: 541512 Website: Small Bus Cert: 50399 Processing Instructions(INTERNAL USE ONLY):Renew GovClarity Enterprise account and datasets as indicated above. The parties agree to the terms contained herein including all exhibits.This Agreement may be executed in counterparts with the same force and effect as if executed in one complete document. SIGNATURES ithteut. ,e pattiwk, City of,Rdiia Clgirtno Authorized Signature Digital Map Products, Inc, Signatie /r BenJamIn S eae 1 Thomas R. Patterson,Jr. Printed Name Printed Name Cl LY Yana(4,: r Chief Operating Officer'Sr VP, Finance Title Title 11/22/2017 Date Date Page 2 of 2 DIGITAL MAP PRODUCTS By executing the Agreement. You agree that the 'Web Application' means the product You have Agreement terms govern Your purchase and use of requested access to and that has been ordered by You Digital Map Products ("DMP") Web Appl Cat on and under this Agreement and has been made available by Content If You are entering into this Agreement on Us. excluding any third- party web sites, content, or behalf of a company or other legal entity,You represent applications that our products and services link to Any that You have the authority to bind such entity and its use of the term Web Application shall be assumed to affiliates to these terms, in which case the terms"You" include Content or"Your'shall refer to the entity and its affiliates. If You do not have such authority, or if You do not agree with "You" or "Your means the company or other legal these terms and conditions, You must not accept the entity for which you are accepting this Agreement and Agreement and may not use the Web Application or Affiliates 01 that company or entity Content 'Your Data' means electronic data and information 1. DEFINITIONS submitted by or for You to be incorporated into the Web Application "Agreement" means the combination of the Order Form and these Web Application Subscription Terms 2. WEB APPLICATION,CONTENT,AND USAGE and Conditions In the event of any conflict between these Web Application Subscription Terms and 2.1 Web Application and Content. We will (a) Conditions and the Order Form, these Web make the Weo Application available to You pursuant to Applications Subscnption Terms and Conditions will this Agreement and the Order Form (b) provide appy support for the Web Application to You pursuant to any sucn indication on the Order Form Unless expressly Content' means any content provided through the provided otherwise the Web Application is purchased Web Application (whether created by Us or Our third- as a subscription and subject to usage limits party licensors) and includes but is not limited to any including, for example (i)the number of Users and the information portrayed or rendered in any manner geographic coverage areas specified in the Order through the Web Application, including maps, data Form and (ii) You may not extract more than 30 000 analysis and images of any kind property records per month without a separate data license Unless otherwise specified, the Web "Effective Date" The Agreement is effective as of the Application may not be accessed by more than the date of the last signature of the parties on both the number of Users indicated, a User's password may not Order Form and these Web Application Subscription be shared with any other individual, and Users will not Terms and Conditions attempt to access information or functionality outside of the purchased geographic coverage areas 'Order Form"means an ordering document specifying the specifics of what is being provided hereunder that 2.2 Your Responsibilities. You will (a) be is entered into between You and Us, including any responsible for Users'compliance with this Agreement, addenda and supplements thereto By entering into an (b)be responsible for the accuracy,quality,and legality Order Form hereunder.an affiliate agrees to be bound of Your Data and the means by which You acquired by the terms of this Agreement as if it were an original Your Data, (c) use commercially reasonable efforts to party hereto prevent unauthorized access to or use of the Web Application and notify Us promptly of any such 'User'means an individual who is authorized by You to unauthorized access or use. and (d) use the Web use the Web Application, for whom You have ordered Application in accordance with any applicable laws and the Web Application. and to whom You (or We al Your government regulations request) have supplied a user identification and password 2.3 Usage Restrictions. You will not (a) make the Web Application available to. or use the Web We. Us or Our' means Digital Map Products Inc Application for the benefit of anyone other than You or or its affiliates Users (b) sell resell, license, sublicense distribute rent. or lease any portion of the Web Application. (c) 61147 00000\30226124 6 use the Web Application to store or transmit infringing, responsible for any fees as set forth in this Agreement. libelous,or otherwise unlawful or tortious material,or to If We do not receive from You payment for the store or transmit material in violation of third-party invoiced amount within thirty(30)days of its due date, privacy rights, (d) interfere or disrupt the integrity or We may suspend Your access and use of the Web performance of the Web Application or third- party Application, until You bring Your account current. data,(e)copy the Web Application or any part,feature, function, or user interface thereof, (f)copy, extract, or 3.3 Term of Agreement. This Agreement will store Content except as expressly permitted, (g) continue for the period defined in the Order Form as frame or mirror any part of the Web Application, other the Agreement Term ('Initial Term'). After the Initial than framing on Your own intranets or otherwise for Term, this Agreement shall automatically renew for Your own internal business purposes, (h) process, additional twelve(12)month periods('Renewal Term') extract, conduct load testing on, or place undue load unless either party provides written notification to the on any part of the Web Application except as expressly other party of its intent not to renew at least sixty (60) permitted,(i)use the Web Application for marketing or days prior to the expiration of the then Initial Term or telemarketing purposes; or (j) access the Web Renewal Term. For any Renewal Term, all fees shall Application in order to build or enhance a competitive remain the same as the previous Term. Upon product or service. termination,any licenses or rights granted by Us under this Agreement are immediately revoked. 2.4 Future Functionality, Updates, and Beta Services. You agree that Your purchase of use of the 4. PROPRIETARY RIGHTS,LICENSES,AND Web Application is not contingent on the delivery of any CONFIDENTIALITY future functionality or content, nor dependent on any oral or written public comments mode by Us regarding 4.1 Reservation of Rights. Subject to the future functionality or content. You agree that We may limited rights expressly granted hereunder, We and make changes to the Web Application over time for any Our licensors reserve all of Our/their rights, titles, and reason, without limitation, and that We may not interests in and to the Web Application,including all of continue to provide or support older versions of the Our/their related intellectual property rights. You Web Application. We may invite You to try other Web understand that We may at our sole discretion replace Applications and options to Web Applications. Any vendors or suppliers related to Content or Web such additional Web Applications and options may be Application functionality at any time without notice. You subject to additional or separate terms and fees. In the agree that any works commissioned or undertaken by event that such other Web Applications and options Us pursuant to or in supplement to this Agreement shall are trials or beta products,we will have no liability for be and remain Our property. No rights are granted to any harm or damage arising out of Your use of such. You hereunder other than as expressly set forth herein. 3. FEES,PAYMENT,AND TERM 4.2 Preservation of Notices. You agree to include, and not to remove or obscure,any copyright, 3.1 Fees and Payment. You will pay all fees trademark, patent, or other notices appearing within specified in the Order Form plus any applicable taxes, our Web Application including any visual or printed levies,duties,or similar governmental assessments of depictions of the same. any nature. Except as otherwise specified herein or in • an Order Form, (a) fees are based on the purchased 4.3 License to Host Your Data. You grant Us a use and not actual incremental usage, (b) payment limited- term license to host, copy, adapt, modify, obligations are non-cancelable and fees paid are non- transmit, and display Your Data, as necessary for Us refundable, (c) fees shall be made In advance in to provide the Web Application to You, You reserve all accordance with the frequency stated in the Order title, interest and intellectual property rights to Your Form, (d)quantities or add-ons purchased cannot be Data, decreased during the relevant subscription term, and (e)unless otherwise stated In the Order Form,invoiced 4.4 License to Collect Data and Use Feedback. charges are due net 30 days from the invoice date. You You agree that We may collect and use information are responsible for providing complete and accurate billing and contact Information and notifying Us of any technology,hered as part uf the Web Application co improveaes. Our changes to such information. products, and internal processes. You grant Us a worldwide, perpetual, irrevocable, royalty- free3.2 Non-Payment or Failure to Pay. A charge license to use and incorporate into the Web y rg Application any suggestion, enhancement request, of 1.5% per month may be assessed on any recommendation, correction, or other feedback outstanding and past due invoices until paid in full. You provided by You or Your Users. will be charged for any cost of collections including,but not limited to, agent fees, legal fees and costs, and other associated expenses. If Your access and use 6. CONFIDENTIALITY is terminated or suspended due to nonpayment or non-compliance, You shall nonetheless still be Web Application Subscription Terms and Conditions(updated 05/17/2017) Page 2 of 4 61147.00000130226124.6 • 1 5.1 Trade Secrets and Confidential HARMFUL COMPONENTS. BY ACCEPTING THIS Information. The Web Application is based on and AGREEMENT, YOU DISCLAIM ALL LIABILITY AND includes Our proprietary trade secrets and confidential INDEMNIFICATION OBLIGATIONS OF OURS AND information. You will not modify, adapt, translate, ANY OF OUR THIRD-PARTY PROVIDERS, reverse engineer, decompile, attempt unauthorized PARTNERS, OR AFFILIATES EXCEPT AS access to, or disassemble any portion of the Web EXPRESSLY PROVIDED HEREIN. Application. You will treat the Web Application with at least the same degree of care (and no less than a 6.2 Limitation of Liability Except for damages reasonable degree of care) as that which You would arising out of(a)Our intentional misrepresentation,Our treat Your own trade secrets and confidential gross negligence or willful misconduct, or (b) Our information. You will not disclose the terms of this indemnification obligations set forth in Section 6.3,Our Agreement or any Order Form to any third party,except aggregate and maximum liability in connection with any as is required pursuant to the California Public Records claim arising out of or relating to this Agreement shall Act or the Brown Act,provided, however, that You will be limited to a refund of fees paid by You to Us up to a provide notice to Us prior to disclosure. limit of one year's worth of fees. Except for the indemnity obligations set forth in Section 6.3, neither 5.2 Confidentiality. We shall hold all data and party shall be liable to the other party for any special, other information provided by You to Us in connection indirect, incidental, or consequential damages of any with the performance of this Agreement confidential. kind (including attorneys' fees) arising in connection Such data shall not,without Your prior written consent, with the Web Application,or any failure by either party be used by Us for any purposes other than the to perform its obligations herein. performance of this Agreement,nor shall such data be disclosed to any person or entity not connected with 6.3 Indemnification. We will defend and the performance of this Agreement. Nothing furnished indemnify You against a third-party action, suit, or to Us which is otherwise known to Us or is generally proceeding against You to the extent such claim is known, or has become known, to the related industry based upon an allegation that the Web Application or shall be deemed confidential. Content as provided in its original form, except as updated or revised by US, under this Agreement 6. REPRESENTATIONS,WARRANTIES, infringes a valid United States patent or copyright or EXCLUSIVE REMEDIES AND DISCLAIMERS misappropriates a third party's trade secret. If a third party alleges that Your Data or your use of the Web 6.1 Our Warranties. EXCEPT FOR ANY Application in breach of this Agreement infringes or EXPRESS WARRANTIES PROVIDED HEREIN, misappropriates intellectual property rights or violates NEITHER PARTY MAKES ANY WARRANTY OF ANY law, You will defend and indemnify Us and Our third KIND, WHETHER EXPRESS, IMPLIED, OR party providers, partners, and affiliates against any OTHERWISE. WE PROVIDE THE WEB such claim,demand,suit,or proceeding,Including any APPLICATION ON AN "AS IS,' "AS AVAILABLE' judgments,settlements, and attorney fees. BASIS. WE MAKE NO REPRESENTATION, WARRANTY, OR COVENANT WHATSOEVER 7. ADDITIONAL PROVISIONS REGARDING PERFORMANCE, FUNCTIONALITY, AVAILABILITY,ACCURACY,OR SECURITY OF THE 7,1 Non-Assignability. Neither party may assign WEB APPLICATION.WE MAY ALTER,REDUCE THE or transfer this Agreement without the prior written FUNCTIONALITY OR CONTENT OF, AND/OR consent of the other party. Any unauthorized TERMINATE THE WEB APPLICATION AT ANY TIME assessment or transfer will be null and void, and WITHOUT CAUSE IN OUR SOLE DISCRETION. NO enables termination. This Agreement is binding upon AGENT OF DMP IS AUTHORIZED TO ALTER OR any authorized successor or assignee. EXCEED THE WARRANTY OBLIGATIONS OF DMP AS SET FORTH HEREIN. 7.2 Entire Understanding. This Agreement is • the parties'entire agreement relating to its subject,and WE FURTHER REPRESENT AND WARRANT THAT supersedes any prior or contemporaneous WE HAVE GOOD AND MARKETABLE TITLE (OR agreement. Any amendment must be in writing and VALID TRANSFERABLE LICENSES FOR ANY expressly state that it is amending this Agreement. THIRD-PARTY CONTENT) TO THE WEB APPLICATION FREE AND CLEAR FROM ALL LIENS, 7.3 Governing Law & Arbitration. This ENCUMBRANCES, AND CLAIMS OF Agreement is governed by California law, excluding INFRINGEMENT.OF PATENT,COPYRIGHT,TRADE California's choice of law rules. All disputes relating SECRET OR OTHER PROPRIETARY RIGHTS OF to this Agreement will be subject to binding arbitration THIRD-PARTIES.NEITHER US NOR ANY THIRD- pursuant to the rules of The American Arbitration PARTY PROVIDERS, PARTNERS OR AFFILIATES Association or the Judicial Arbitration and Mediations WARRANT THAT THE WEB APPLICATION, Services, Inc. The exclusive place of the arbitration SERVERS, OR ANY E-MAIL SENT ARE FREE OF shall be Orange County, California. Judgment on the ERRORS, OMISSIONS, VIRUSES OR OTHER Web Application Subscription Terms and Conditions(updated 05/17/2017) Page 3 of 4 61147.00000130226124.6 arbitration award may be entered in any court having On behalf of Digital Map Products,inc.: jurisdiction thereof For the purpose of entry of judgment on such an award the parties consent to /Z911t44.- /f? /7G.Z ¢iLddrL, 514, personal jurisdiction in the Courts of Orange County, Signature California Thomas R. Patterson, Jr., COO&SVP, Finance 7.4 Headings Not Controlling. All captions and Printed Name& Title headings in this Agreement are for purposes of convenience only and shall not affect the construction 11/22/2017 or interpretation of any of its provisions Date 7.5 Severability, If any provision of this On behalf of City of' San Juan Cap i sr.rano Agreement is held to be illegal, invalid. or Company Na. unenforceable, such provision is fully separable, and the remaining provisions of the Agreement shall remain /J in full force and effect -> 7.6 Advertisement. We shall not use, in Our Signa� external advertising marketing programs, or other ,f� 4��Benj am in Si eg i , City Ma nage r promotional efforts, any data, pictures, or other Printed Name& Title representation of You unless We receive specific written authorization in advance from Your City Manager We will limit and direct any of Our — — advertising on Your premises and shall make Date arrangements for such advertising through Your City Manager We shall not install any signs or other displays within or outside of Your premises unless in each instance the prior written approval of Your City Manager has been obtained However,nothing in this clause shall preclude Us from listing You on Our routine client list for matters of reference 7.7 Non-Collusion We hereby represent and agree that We have in no way entered into any contingent fee arrangement with any firm, any of Your employees or other person or entity concerning the obtaining of this Agreement 61147 00000\30226124 6 DIGITAL MAP PRODUCTS By executing the Agreement You agree that the otherwise on the Order Form, the Intended Use is Agreement terms govern Your acquisition and use of limited to internal geospatial mapping products, the Licensed Products If You are entering into this activities, and applications, and does not include any Agreement on behalf of a company or other legal entity, form of commercial use, distnbution. publishing. You represent that You have the authority to bind such sublicensing, modifying reformatting creation of entity and its affiliates to these terms, in which case the derivative works,products, or databases, marketing or terms 'You" or 'Your" shall refer to the entity and its telemarktng activities,models or algonthms,application affiliates If You do not have such authority, or if You programming interfaces, appraisal, title or other legal do not agree with these terms and conditions,You must reporting, debt collection, insurance, use of personally not accept the Agreement and may nnt accept or use the identifiable information, legal services or products, Licensed Products extracting or otherwise modifying, processing or removing data elements 1. DEFINITIONS "Licensed Products"means the products ordered by "Agreement" means the combination of the Order You on the Order Form and may include portions of the Form and those Content Solutions Sublicense Terms Contributed Databases and Conditions In the event of any conflict between these Content Solutions Sublicense Terms and "Order Form"means an ordering document specifying Conditions and the Order Form, these Content the Services to be provided hereunder that is entered Solutions Sublicense Terms and Conditions will apply into between You and Us, including any addenda and supplements thereto By entering into an Order Form "Contributed Database" means Databases licensed hereunder,an Affiliate agrees to be bound by the terms by certain Contributors to Us with the right to grant of this Agreement as if it were an original party hereto sublicenses as set forth herein and identified on the Order Form "Visual Output" means printouts, plots displays photographic film printed matter arid other visual "Contributor" means a third-party licensor of any representation of data Contributed Database to Us -We Us' or 'Our means Digital Map Products Inc "Database" means a compliation of geographic, or its affiliate cartographic, engineenng. architectural. tabular, text, and/or other data, information or works including, but 'You or 'Your means the company or legal entity not limited to graphic and/or file data in automated or and any of its affiliates,for which you are accepting this manual form Agreement "Derivative Products"or"Derivatives"shall mean all 2. GRANT OF LICENSE works created by You which incorporate all or part of the Licensed Products,including but not limited to any We hereby grant and You hereby accept subject to the revision modification translation abridgment terms and conditions of this Agreement. a non- condensation expansion, collection compilation or exclusive, non- transferable, and non-assignable right any other form of. or modilication to the Licensed and sublicense to use the Licensed Products solely for Products the Intended Use from the Effective Date hereof until this Agreement is terminated or expires in accordance "Effective Date The Agreement is effective as of the with its terms. You may produce Visual Output from the date of the last signature of the parties on both the Licensed Products only for the Intended Use Order Form and these Content Solutions Sublicense Terms and Conditions Subject to the terms of this Agreement,You may create and distnbute Derivative Products to the extent that "Intended Use" means the specific works, uses, such Derivative Products are part of the Intended Use purposes, end users, and industries expressly You shall be able to use such Derivative Products and descnbed on the Order Form Unless expressly stated all intellectual property rights attributable or 61147 00000\30226124 6 corresponding thereto, royalty- free, in perpetuity, Products is used in any way that(1)violates any law, under the terms of this Agreement, solely for the statute, ordinance, or regulation; (2) infringes a third Intended Use provided that such use does not indude party's copyright, patent, trademark, trade secret, or any attempt to reverse-engineer any aspect of other proprietary rights of publicity or privacy; or(3)is Licensed Products or to compete with Us or the defamatory, trade libelous, unlawfully threatening or Contributors. harassing. Except as expressly permitted herein, You shall have 5. FEES,PAYMENT,AND TERM no right to assign,transfer,or sublicense any aspect of the Licensed Products other than to Your rightful 5.1 Fees and Payment. In consideration of the successors or assigns by means of a merger or sale of license rights granted in Section 2, You shall pay all all or substantially all of Your business. fees as set forth in the Order Form,plus all applicable taxes, levies, duties, or similar governmental You shall have no right to resell, redistribute, or assessments of any nature. Except as otherwise relicense any aspect of the Licensed Products. Any specified herein or in an Order Form,(a)fees are based resale, Redistribute, or relicense rights specifically on Licensed Products purchased and not contingent require a completed Content Solutions Resale upon Your actual usage, (b)payment obligations are Sublicense Agreement separate and distinct from this non-cancelable and fees paid are non-refundable, (c) Agreement. fees shall be made in advance at the beginning of each contract year unless specified otherwise in the Order Your contractors, consultants, and agents that You Form,and(d)You shall be invoiced in full upon delivery engage for the Intended Use may use the Licensed and You will be pay the invoiced amount to Us in full Products in digital format as long as (a) these third within fifteen(15)days from date of invoice. parties' use is only for the Intended Use,(b)these third parties do not sell, license, or otherwise distribute 5.2 Non-Payment or Failure to Pay. A charge Licensed Products or any portion thereof,(c)these third of 1.5% per month may be assessed on any parties must destroy any copies of the Licensed outstanding and past due invoices until paid in full. You Products or portions thereof immediately upon will be charged for any cost of collections including,but termination or completion of their scope of work as not limited to, agent fees, legal fees and costs, and related to the Intended Use, (d)these third parties are other associated expenses. If Your access and use is not competitors of Ours or of the Contributors, and (e) terminated or suspended due to nonpayment or non- these third parties must abide by the terms of this compliance, You shall nonetheless still be responsible Agreement for any fees as set forth in this Agreement. If We do not receive from You payment for the invoiced amount Without limiting the foregoing,You agree that You shall within thirty(30)days of its due date,We may suspend in no event use any aspect of the Licensed Products Your access and use of the Services and Content,until other than for the Intended Use. You bring Your account current. 3. OUR RESPONSIBILITIES 6.3 Term of Agreement. This Agreement will continue for the period defined in the Order Form as 3.1 Delivery Formats and Schedules. We shall the Agreement Term ("Initial Term"). After the Initial make delivery of the Licensed Products to You Term, this Agreement shall automatically renew for pursuant to the formats and schedules designated on additional twelve(12)month periods("Renewal Term") the Order Form. Unless Indicated otherwise,We will unless either party provides written notification to the only make one(1)data delivery. other party of its intent not to renew at least sixty(60) days prior to the expiration of the then Initial Term or 4. YOUR RESPONSIBILITIES Renewal Term. For any Renewal Term, all fees shall remain the same as the previous Term. Upon 4.1 Compliance and Protection from termination,any licenses or rights granted by Us under Unauthorized Access and Use. You will be this Agreement are immediately revoked. responsible for (a) compliance with the terns of this Agreement by any parties to whom you grant access 6. PROPRIETARY RIGHTS,ADDITIONAL to the Licensed Products or Derivative Products, (b) UCENSE LIMITATIONS,AND CONFIDENTIALITY securing and protecting the Licensed Products and 131 Reservation of Rights. Subject to the Derivatives from unauthorized distribution and access, (c)preventing any use of the Licensed Products or limited rights expressly granted hereunder, We and Derivatives outside of the Intended Use, (d) Our Contributors reserve all of Our/their rights, titles, preventing access from any of Our competitors or and interests in and to the Licensed Products and those of our Contributors to any portions of the Contributed Databases,including all of Ourltheir related Licensed Products, Derivatives, or any related intellectual property rights. You understand that We information;(e)ensuring that no aspect of the Licensed may at our sole discretion replace Contributors at any time without notice. You agree that any works Content Solutions Sublicense rerms and Conditions(updated 05/1712017) Page 2 of 4 61147.00000130228124.6 commissioned or undertaken by Us pursuant to or in 7.1 Our Warranties. EXCEPT FOR ANY supplement to this Agreement shall be and remain Our EXPRESS WARRANTIES PROVIDED HEREIN, property unless indicated otherwise. No rights are NEITHER PARTY MAKES ANY WARRANTY OF ANY granted to You hereunder other than as expressly set KIND, WHETHER EXPRESS, IMPLIED, OR forth herein. OTHERWISE. WE PROVIDE THE LICENSED PRODUCTS ON AN'AS IS,''AS AVAILABLE"BASIS. 6.2 Proprietary Notices. We and our NEITHER WE NOR OUR CONTRIBUTORS MAKE Contributors claim and reserve all ownership and rights ANY REPRESENTATION, WARRANTY, OR afforded at law and in equity in all data, compilations, COVENANT WHATSOEVER REGARDING and materials that constitute the Licensed Products, AVAILABILITY OR ACCURACY OF THE LICENSED including, but not limited to, all rights under federal PRODUCTS AND/OR CONTRIBUTED DATABASES, copyright law. You agree to respect and not to WE MAY ALTER OR REDUCE THE AVAILABILITY knowingly or maliciously remove, obliterate, or cancel AND QUALITY OF THE LICENSED PRODUCTS AT from view any copyright, trademark, confidentiality, or ANY TIME WITHOUT CAUSE IN OUR SOLE other proprietary notice,mark,or legend appearing on DISCRETION. NO AGENT OF DMP IS AUTHORIZED the Licensed Product or on the Visual Output, TO ALTER OR EXCEED THE WARRANTY including,but not limited to,any such notices displayed OBLIGATIONS OF DMP AS SET FORTH HEREIN. to the user during the operation of the Licensed Products and any such notices in the documentation, WE FURTHER REPRESENT AND WARRANT THAT and agree to use reasonable best efforts to reproduce WE HAVE GOOD AND MARKETABLE TITLE (OR and include the same on any copy of the Licensed VALID TRANSFERABLE LICENSES FOR ANY Product or any portion thereof distributed to Your THIRD-PARTY CONTENT) TO THE WEB consultants,agents and contractors. APPLICATION FREE AND CLEAR FROM ALL LIENS, ENCUMBRANCES, AND CLAIMS OF 6.3 Confidential Information. Each party INFRINGEMENT OF PATENT,COPYRIGHT,TRADE agrees to keep confidential all confidential information SECRET OR OTHER PROPRIETARY RIGHTS OF disclosed to it by the other party in accordance THIRD-PARTIES. herewith, and to protect the confidentiality thereof, in the same manner in which it protects the confidentiality NEITHER US NOR ANY CONTRIBUTORS of similar information and data of its own (at all times WARRANT THAT THE LICENSED PRODUCTS OR exercising at least a reasonable degree of care in the RELATED E-MAILS SENT ARE FREE OF ERRORS, protection of confidential information). Confidential OMISSIONS, VIRUSES OR OTHER HARMFUL information shall not include any information that is COMPONENTS. BY ACCEPTING THIS subject to disclosure under the California Public AGREEMENT, YOU DISCLAIM ALL LIABILITY AND Records Act or the Brown Act, provided, however, INDEMNIFICATION OBLIGATIONS EXCEPT AS that You will provide notice to Us prior to disclosure. EXPRESSLY PROVIDED IN THIS AGREEMENT. You acknowledge that the unauthorized use, transfer, assignment,sublicensing,or disclosure of the Licensed 7.2 Limitation of Liability. Except for damages Products, documentation, Derivative Products, or arising out of (a) Our intentional misrepresentation, copies of any portions thereof will (a) substantially gross negligence or willful misconduct, or (b) Our diminish the value to Contributors of their intellectual indemnification obligations set forth in Section 7.3,Our property, (b) render Our remedy at law for such aggregate and maximum liability in connection with unauthorized use, disclosure, or transfer Inadequate, any claim arising out of or relating to this Agreement and (c) cause irreparable injury. If You breach any of shall be limited to a refund of 12 months of fees paid Your obligations with respect to the use or by You to Us. Except for the Indemnity obligations set confidentiality of the Licensed forth in Section 7,3, neither party shall be liable to the other party for any special, indirect, incidental, or Products, documentation, Derivative Products, or any consequential damages of any kind whatsoever copies of portions thereof, We shall be entitled to (Including attorneys' fees) arising in connection with equitable relief to protect Our interests therein, the Licensed Products,or any failure by either party to including,but not limited to,preliminary and permanent perform its obligations herein. Injunctive relief. Upon(presentation of just cause and) ten (10) days' written notice to You, We shall, with 7.3 Indemnification. We will defend and Your consent and permission,have reasonable access indemnify You against a third-party action, suit, or to inspect and audit Your procedures and to examine proceeding against You to the extent such claim is Your computer systems in order to determine whether based upon an allegation that the Licensed Product,as such procedures and computer systems comply with of its delivery date under this Agreement, infringes a the requirements set forth in this Agreement. valid United States patent or copyright or misappropriates a third party's trade secret If a third 7. REPRESENTATIONS,WARRANTIES, party alleges that your use of the Licensed Products in EXCLUSIVE REMEDIES AND DISCLAIMERS breath of this Agreement infringes or misappropriates Content Solutions Sublicense Terms and Conditions(updated 05/17x2017) Page 3 of 4 61147.00000130226124.6 1 intellectual property rights or violates law, You will 8.7 Non-Collusion. We hereby represent and defend and indemnify Us and the Contributors against agree that We have in no way entered into any any such claim,demand, suit. or proceeding including contingent fee arrangement with any firm, any of Your any judgments, settlements and attorney fees employees, or other person or entity concerning the obtaining of this Agreement 8, ADDITIONAL PROVISIONS 8.8 Non-Appropriation. This Agreement shall 8.1 Non-Assignability. Neither party may assign terminate at such time,if any,that Your governing body or transfer this Agreement without the prior written fails to appropriate sufficient sums in the budget year consent of the other party Any unauthorized for which the Agreement applies to pay the amount assessment or transfer will be null and void. and due enables termination This Agreements binding upon any authorized successor or assignee On behalf of Digital Map Products,Inc.: 8.2 Entire Understanding. This Agreement is ! "Iir , the parties entire agreement relating to its subject,and Signature supersedes any prior or contemporaneous agreement Any amendment must be in writing and expressly state Thomas R, Patterson, Jr., COO&SVP, Finance that it is amending this Agreement Printed Name& Tale 8.3 Governing Law & Arbitration. This 11/22/17 Agreement is governed by California law, excluding Date California's choice of law rules All disputes relating to this Agreement will be subject to binding arbitration On behalf of City of San ,Tua:t Cap i17it.r'ano pursuant to the rules of The American Arbitration Company Name Association or the Judicial Arbitration and Mediations Services Inc The exclusive place of the arbitration shall be Orange County California Judgment on the arbitration award may be entered in any court having jurisdiction thereof For the purpose of entry of Si,.- u e judgment on such an award the parties consent to / personal jurisdiction in the Courts of Orange County. Ittitt Hi '`r r",�' '' ye t t.' rr`i 3r, California Panted Name& Tale 8.4 Headings Not Controlling. All captions and headings in this Agreement are for purposes of Date convenience only and shall not affect the construction or interpretation of any of its provisions 8.5 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision is fully separable, and the remaining provisions of the Agreement shall remain in full force and effect 8.6 Advertisement. We shall not use, in our external advertising marketing programs or other promotional efforts, any data pictures. or other representation of You unless We receive specific written authorization in advance from Your City Manager We will limit and direct any of Our advertising on Your premises and shall make arrangements for such advertising through Your City Manager We shall not install any signs or other displays within or outside of Your premises unless in each instance the prior written approval of Your City Manager has been obtained However nothing in this clause shall preclude Us from listing You on Our routine client list for matters of reference 61147 00000\30226124.6 1