2012/07/01 Digital Map Products, Inc. GIS Services - Change Order 001 ENIFE -
CHANGE ORDER 001
GIS Services (Digital Map Products)
Date: 11/06/12
1. Three months GIS services (July-Sept. 2012) $ 9000.00
Sign Date: ZQ(Z
Digital Map Products
President/CEO
18831 Von Karman Avenue, Ste. 200
Irvine, CA 92612
Signed Date:
Carmen Cave
Community Development Director
City of Menifee
Signed:G� '�e5?�rDate:
William A. Rawlings
City Manager
City of Menifee
J1 DIGITAL MAP
PRODUCTS
CityGISTM and CommunityViewTM
Monthly Renewal
Digital Map Products, Inc.
18831 Von Karman Avenue,Suite 200 Account Executive:Mary Kane
Irvine,CA 92614 Agreement No.Menifee-120701CGCV
(949)333-5111
www.digmar).com/
Address&Contact Information
Company Name: Menifee,City of Bill To: City of Menifee
Account Liaison: Carmen Cave Accounts Payable
Planning Director 29714 Haun Road
Email: ccave(dcityofinenifee.us Menifee,CA 92586
Phone: (951)672-6777
Account Terms and Conditions
Agreement#: Menifee-120701CGCVMo
Agreement Name: Monthly Renewal for CityGIST" CommunityView Bundled Solution
Menifee Purchase Order#:
Agreement Start Date: 7/1/2012 Payment Method: Check
Agreement End Date: 7/31/2012 Month 1 Payment Terms: Net 30
8/31/2012 Month 2 Billing Method: Email
9/30/2012 Month 3 Billing Frequency: Monthly
Provided Content
Product Term Monthly Price
CityGIST" I Comm unityViewT"Subscription 7/1/12—7/31/12 Month 1 $3,000.00
Enterprise GIS Bundled Solution 8/1/12—8/31/12 Month 2 $3,000.00
9/1/12—9/30/12 Month 3 $3,000.00
Geographic Coverage: City of Menifee(City Limit with 500'buffer)in Riverside County,CA
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
CITY OF MENIFEE DIGITAL MAP PRODUCTS,INC.
By:
Print Name:-6W11a�*J Ha.1 )f`1�y s James ski
Title: (� ry� President I CEO
Date: I��d //oq, Date: lr7 Q o\I
18831 Von Karman Avenue,Suite 200
Irvine,California 92612
Telephone:949.333.5111
Fax: 949.333.5112
DIGITAL MAP
PRODUCTS
CityGISTM and CommunityViewTM
Monthly Renewal
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 Customers 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 Customers 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)month periods unless either party notifies the
other party in writing at least fifteen(15)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 fifteen(15)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 party'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 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 Customers use of the Web site, Provided
Content,or the failure of DMP to perform its obligations,regardless of any negligence alleged.
18831 Von Karman Avenue,Suite 200
Irvine,California 92612
Telephone:949.333.5111
Fax: 949.333.5112
kJ DIGITAL MAP
PRODUCTS
CityGISTM and CommunityViewTM
Monthly Renewal
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 right to seek injunctive relief against
Customer to cease the misuse of the Provided Content.
5. ADDITIONAL PROVISIONS
5.1 Non-Assignability. Neither party may assign or transfer this Agreement without the prior written consent of the other
parry. 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.
18831 Von Karman Avenue,Suite 200
Irvine,California 92612
Telephone:949.333.5111
Fax: 949.333.5112