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2012/10/01 Digital Map Products, Inc. FY12/13 GIS Services Ll DIGITAL MAP PRODUCTS Agreement# Menifee-MK121001CGCVS Created Date 9/18/2012 DIGITAL MAP PRODUCTS,INC. 18831 Von Karman Avenue Prepared by: Mary Kane Suite 200 mkane(cbdigmao com Irvine,CA 92614 (949)333-5147 Account Address&Contact Information Account Name: Menifee,City of Bill to: City of Menifee 29714 Haun Road Contact Name: Carmen Cave Menifee,CA 92586 ccave@citvofinen ifee.us (951)672-6777 Account Terms and Conditions Agreement#: Menifee-MK121001CGCVS Agreement Name: 2012 Renewal for CityGIST",CommunityViewT"and Services Start Date: 10/1/2012 End Date: 9/30/2013 Payment Method: Check Payment Terms: Net 30 Billing Method: Invoiced (Email or Hardcopy) Billing Frequency: Annually Provided Content Products Line Item Description Price Enterprise GIS Bundle Enterprise GIS Bundle Solution-Includes CityGIST" Enterprise and $28,350.00 CommunityViewT" Public facing product solutions Account Configuration Services Zone and General Plan Changes-See Addendum I,Item 1A(Attached) $0.00 Account Configuration Services HOA Layer-See Addendum I,Item 1B(Attached) $0.00 Account Configuration Services Account Plan-See Addendum I,Item 1C(Attached) $0.00 Total Annual Renewal Price: $28,350.00 Signatures CITY OF MENIFEE DIGITAL MAP PRODUCTS, INC. By John V. Denvor, Mayor James Sku President I CEO Date: Date: 215 9�IT201-2 Attachments Addendum I '• ' T 1. Item A Zone and Gener Ian Changes Item B HOA Layer Item C Account Plan Page I of 4 DIGITAL MAP PRODUCTS Agreement# Menifee-MK121001CGCVS Created Date 9/18/2012 Terms and Conditions 1. LICENSE,SUBSCRIPTION,AND PAYMENT 1.1 License. Subject to the terms of this Agreement, Digital Map Products (DMP)grants to Customer a limited, non-exclusive, non- transferable, and non-assignable license to access and use the Provided Content. Customer's access and use of the Provided Content shall be solely for its normal internal business activities by its employees and consistent with Customers representations to DMP. Customer agrees not to sell, pledge,assign,sub-license or otherwise transfer to any third party the Provided Content. The Provided Content shall be viewed solely through authorized access of the Web site. 1.2 Payment for the License and Subscription. In exchange for the license or services granted,the Customer agrees to pay all the fees listed in this order. All invoices are due upon receipt and are payable in accordance with the payment schedule. Any invoice not paid within thirty(30)days of its scheduled payment date shall be considered past due. 1.3 Non-Payment or Failure to Pay. A charge of one and one-half percent(1.5%)per month may be assessed on any outstanding and past due invoices until paid in full. Customer will be charged for any cost of collections including,but not limited to,agent fees,legal fees and costs,and other associated expenses. If Customer's access and use is terminated or suspended due to non-payment or non-compliance,Customer shall nonetheless still be responsible for any fees as set forth in this Agreement. If DMP does not receive from Customer payment for the invoiced amount within thirty(30)days of its due date,DMP may suspend Customer's access and use of the Provided Content,until Customer brings its account current. 2. DURATION OF AGREEMENT&TERMINATION 2.1 Term of Agreement. This Agreement will continue for the period defined in the Order Form as the Initial Term. Thereafter, this Agreement shall automatically renew for additional one(1)year periods unless either party notifies the other party in writing at least sixty(60)days prior to the expiration of the then current term of its intent not to renew. Upon termination of this Agreement,all licenses granted by DMP under this Agreement are immediately revoked. 2.2 Termination by Customer. DMP shall have the right to make a material modification to any of the content of,or discontinue any of the content of the Provided Content at any time with ninety(90)days prior written notice to Customer. Upon receipt of such notice from DMP,Customer may terminate this Agreement as of the effective date of the change by providing written notice to DMP at least thirty(30)days prior to the effective date of the change. 3. WARRANTY&LIMITATION OF LIABILITY 3.1 Limited Warranty. Each party represents and warrants that it has full power and authority to enter into this Agreement. Each party will indemnify and defend the other and its officers,directors,employees,and agents from third party claims arising out of or related to a breach of such parry's representation or warranty in this Agreement. 3.2 Disclaimed Warranties. Except for any express warranties, DMP and each contributor to the Provided Content disclaims all warranties, including but not limited to any warranty of design, merchantability, fitness for a particular purpose, and against infringement. DMP and each contributor make no representation or warranties that the Provided Content is accurate and free of errors and/or omissions. As such the Provided Content is not suitable for use in emergencies. Customer accepts the Provided Content on an"as is","as available"basis. 3.3 Limitation of Liability. DMP shall not be liable for any loss,injury,claim,or damage of any kind resulting in any way from Customers use of the Provided Content(regardless of any assistance from DMP in using the content)or from any delay or failure in performance beyond the reasonable control of DMP. The aggregate and maximum liability of DMP in connection with any claim arising out of or relating to this Agreement shall be limited to a refund of 12 months of fees and taxes paid by Customer to DMP. DMP shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including attorneys' fees) arising in connection with Customers use of the Web site,Provided Content,or the failure of DMP to perform its obligations,regardless of any negligence alleged. Page 2 of 4 DIGITAL MAP PRODUCTS Agreement# Menifee-MK121001CGCVS Created Date 9/18/2012 Terms and Conditions 4. RULES AND OBLIGATIONS 4.1 Ownership. Customer acknowledges that the Web site and Provided Content are the intellectual property(patent,trademark,trade dress,copyright,trade secret)of DMP and agrees not to infringe DMP's intellectual property rights. 4.2 Copyright. Customer understands that DMP licenses copyrighted content and also understands that access and use of this copyrighted content is restricted by this agreement,DMP's copyrights and by the licenses granted to DMP by third parties. 4.3 Rights Reserved by DMP. Except for the license rights granted in this Agreement,DMP retains all rights in the Provided Content. 4.4 Preservation of Notices. Customer agrees to include, and will not remove or obscure, any copyright, trademark, patent, or other notices appearing on the Web site and Provided Content including any visual or hardcopy depictions of the same(i.e.Visual Output(s) or Print Output(s)). 4.5 Trade Secrets and Confidential Information. Customer also understands that the Web site and Provided Content are based on and include proprietary trade secrets and confidential information of DMP. Customer will not modify, adapt,translate, reverse engineer, decompile,or disassemble any portion of the Web site or Provided Content. To the extent allowed by law,Customer will treat the Web' site and Provided Content with at least the same degree of care(and no less than a reasonable degree of care)as that which it treats its own trade secrets and confidential information. 4.6 Consent to Use of Data. Customer agrees that DMP may collect and use technical information gathered as part of the product support services provided to the Customer under this Agreement. DMP may use this information solely to improve DMP's products or to provide customized services or technologies. 4.7 Works by DMP. Customer agrees that any works commissioned or undertaken by DMP pursuant to this Agreement shall be and remain the property of DMP. 4.8 New Use. Customer agrees that any use of any content contained on the Web site not authorized by this Agreement is strictly prohibited. Any improvements or future methods or means of accessing or using the Provided Content are expressly reserved to DMP. Customer further agrees that only individuals employed and authorized by the subscribing organization may access and use the Web site. 4.9 Injunctive Relief.Customer acknowledges that in the event of its use of the Provided Content for a use not specifically provided for in this Agreement, DMP will not have an adequate remedy in money or damages. As such, should Customer misuse the Provided Content, DMP and its Contributors shall have the fight to seek injunctive relief against Customer to cease the misuse of the Provided Content. S. ADDITIONAL PROVISIONS 5.1 Non-Assignability. Neither party may assign or transfer this Agreement without the prior written consent of the other party. Any unauthorized assignment or transfer will be null and void, and enables termination. This Agreement is binding upon any authorized successor or assignee. 5.2 Entire Understanding. This Agreement is the parties' entire agreement relating to its subject, and supersedes any prior or contemporaneous agreement on that subject. Any amendment must be in writing and expressly state that it is amending this Agreement. 5.3 Governing Law&Arbitration.This Agreement is governed by California law,excluding California's choice of law rules. All disputes relating to this Agreement will be subject to binding arbitration pursuant to the rules of the American Arbitration Association or the Judicial Arbitration And Mediations Services, Inc. The exclusive place of the arbitration shall be in Orange County, California. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. For the purpose of entry of judgment on such an award,the parties consent to personal jurisdiction in the courts of Orange County,California. Page 3 of 4 IN DIGITAL MAP PRODUCTS Agreement# Menifee-MK121001CGCVS Created Date 9/18/2012 Addendum I 1. City Identified Project Needs Item A Zone and General Plan Changes • Numerous updates to existing Zoning and General Plan data have been collected but are not represented in CityGIST". If the City provides a list of APNs and their new Zones/Land Use Codes, DMP will make these changes prior to the launch of the new version of CityGIS. Once the new system of CityGIST" is launched, DMP will provide training to appropriate staff to maintain this data within the CityGIST" application. • Cost: Included in Renewal • Time Frame: Once DMP receives any changes from the City,DMP will make these changes ahead of the new CityGIST" launch. Item B HOA Laver • Update and enhance the HOA layer within CityGIST". Re-link this updated data with the parcels and include this data on the City's CommunityVieWTM site as well. • Cost: Included in renewal cost • Time Frame:Completed prior to launch of new CityGIST" version Item C Account Plan • City Needs Assessment Meeting o Short Questionnaire for key Stakeholders to complete o Meeting to discuss results and to prioritize needs • Ongoing Projects List and Timeline o Method to track request,enhancements,and integrations • Contacts List (DMP and City) • Roles and Responsibilities (DMP and City) • Concise Access to Training Materials and Meeting Schedule • Cost: Included in renewal cost • Time Frame:Completed prior to launch of new CityGIST" version Page 4 of 4