2009/06/26 Digital Map Products, Inc. FY09-12 GIS Services Agreement No. RE090626CG
DIGITAL MAP
PRODUCTS Order Form
18831 Von Karman Avenue Contract Proposed by: Ryan Eckardt
Suite 200
Irvine,CA 92614
Address&Contact Information
Agency Name:City of Menifee Contact E-mail: gwentz@cityofinenifee.us
Contact Name:George Wentz Contact Phone: 951-672-6777
Billing Contact:Attn. Finance Bill To: City of Menifee
Billing E-mail: mcheng@cityofinenifee.us 29714 Haun Rd
Billing Phone:951-672-6777 Menifee,CA.92586
Terms and Conditions
Start Date:6/26/09 Payment Method:Check
Contract End Date: 7101/12 Payment Terms: Net 30
Billing Frequency:Annual Billing Method: Invoiced(e-mail or hardcopy)
Provided Content
Product/Content Term Annual Price
CityGIST"Subscription: 3 Year $27,500
• Unlimited Users 0 State of CA: Riverside County
• XML Tax Maps o Application Data Kit
CommunityVIEWTM Subscription 3 Year $7,500
CityGISTm Account Setup First Year only $1,500
CommunityVIEWTm Account Setup First Year only $1,500
Training Program First Year only $1,000
Custom Account Configuration Bundle: First Year only $4,500
• City Name DataView 0 Hyperlink to City Zoning Detail
• Special Assessment District • Layer Integration Support
themeAC77VELayer
DMP Sales Discount: Applied Annually -10%
Payment Schedule: Year One $39,150
Year Two $31,500
Year Three $31,500
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 execut In one complete document.
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Agreement No. RE090626CG
1. LICENSE,SUBSCRIPTION,AND PAYMENT
1.1 License. Subject to the terms of this Agreement, 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 Customer's 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. 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. Thereafter, this
Agreement shall automatically renew for additional one (1)year periods unless either parry 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.
2.3 Termination for Non-Approved Budget. Should the City be unable to acquire the budgeting dollars necessary to
sustain this contract for the following year,this Agreement may be terminated on any annual term date with sixty (60)
day prior notice.
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 contributors 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 Customer's 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 Customer's use of the Web site,
Provided Content,or the failure of DMP to perform its obligations,regardless of any negligence alleged.
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Agreement No. RE090626CG
4. RULES AND OBLIGATIONS
4.1 Ownership. Customer understands that the Web site and Provided Content in any form are the intellectual property of
DMP.
4.2 Trademark. Customer understands "DMP LandVision" and "Landvision" and "CityGIS" and "CommunityView" are
trademarks and service marks owned by DMP.
4.3 Copyright. Customer understands that DMP licenses copyrighted content and also understands that access and use of
this copyrighted content is restricted by this agreement and by the licenses granted to DMP by third parties.
4.4 Rights Reserved by DMP. Except for the license rights granted in this Agreement, DMP retains all rights in the
Provided Content.
4.5 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)).
4.6 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.
4.7 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.
4.8 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.
4.9 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.
4.10 Injunctive Relief.Customer acknowledges that 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 right 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 shall result in the parties first attempting to reach a resolution informally; if that
does not resolve the issue,they may, but are not obligated to enter into 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 panties consent to personal jurisdiction in the courts
of Orange County, California.
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