2013/10/01 Digital Map Products, Inc. GovClarity Community View ServicesDIGITAL MAP
PRODUCTS
18831 Von Karman Avenue Suite 200, Irvine, CA 92612 (949) 333-5111
Date: 9/5/2013
Account Manager: Mary Kane
Agreement k: Menifee-MK333001GCCV
(OFFICE USE ONLY)
GovClarityTM / CommunityViewTm Order Form
CONTACT INFORMATION
BILLING INFORMATION
Agency Name: City of Menifee
Contact Name: Derek Williamson
Position: Sr information Technology Analyst
Street Address: 29714 Haun Road
City, state&Zip: Menifee, CA 92586
Phone: (951) 672-6777
E-mail: dwiIlia msonAcityofmen ifee.us
TECHNICAL ACCOUNT LIAISON
Contact Name: Derek Williamson
E-mail: dwilliamson(cacitvofinenifee.us
Phone: (951) 672-6777
Population: 77,519 rr of Users: 200
Contact Name: (Same)
Street Address:
City, State &Zip:
Phone:
E-mail:
Agreement Term:10/01/13 thru
Billing Start Date: 10/01/13
Billing Frequency: Annual
Billing Method: Invoiced (Email)
Payment Method: Check
Payment Terms: Net 30
09/30/14
ORDER
DETAIL
Local Government Product
List Price
Discount
%
Total
GovClarity'" Enterprise
$25,000
$25,000
100%
GovClarity' Unlimited
$48,250
$48,250
100%
GovClarity'"' For a Single Department
$16,250
$16,250
100%
CommunityVieWTM
$15,000
$15,000
100%
GovClarity'"' Enterprise bundled w/CommunityView'
$34,750
$6,400
18%
$28,350
CommunityView'M add -on (already have GovClarity)
$9,750
$9,750
100%
MODULES
Planning Module
$3,000
$3,000
100%
Public Works Module - Includes Inspection Application
$6,000
$6,000
100%
CONNECT -Constituent Engagement Application
$2,400
$2,400
100%
Issue Reporting Module
$4,000
$4,000
100%
Bundled pricing for all Modules
$11,200
$11,200
100%
SERVICES
Local Government Product
Qtv
List Price
Discount
%
I Total
Quick Start Program
$2,000
$2,000
100%
On -Site Training (Per Day Charge)
$2,500
$2,500
100%
Additional Integration of Applications (Per Application)
$1,800
$1,800
100%
Concierge Service (Annual Subscription Service)
$12,000
$12,000
100%
Best Practices Consultation (One -Time Charge)
$10,000
$10,000
100%
Custom Imagery Upload
ITBD
N/A
N/A
DATA OPTIONS
Demographic
TBD
N/A
N/A
Premium Points of Interest
TBD
N/A
N/A
Parcel Boundaries
TBD
N/A
N/A
Property Information
TBD
N/A
N/A
ANNUAL CONTRACT TOTAL
$28,350
Page 1 of 4
DIGITAL, MAP
PRODUCTS
18831 Von Karman Avenue Suite 200, Irvine, CA 92612 (949) 333-5111
Date: 9/5/2013
Account Manager: Mary Kane
Agreement #: Menifee-MK131001GCCV
(OFFICE USE ONLY)
DIGITAL MAP PROD - ACCOUNT MANAGER
DIGITAL MAP PRODUCTS - TECHNICAL CONTACT
Contact: Mary Kane
Title: Account Manager, Major Accounts
Phone: 949.555.5147
E-mail: mkaneCadiemaD.com
Contact: Benjamin Webb
Title: Solutions Specialist
Phone: 949,333.5186
E-mail: bvvebb(a�diamap.Com
Uigltal Map Products, Inc.
18831 Von Karman Avenue, Suite 200
Irvine, CA 92612
Website; h
.Com
Fax:949-333-5112
DUNS: 087971961
NAICS / SIC: 541512
Small Business Certification: 50399
Processing Instructions (INTERNAL USE ONLY): Renew existing GovClarity account. No change in Coverage.
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.
011
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Printe Name
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Title
Digits Products, Inc. Signature
James Skurzynski
Printed Name
CEO I President
Title
"C?- I, 1b oCT 2�►�
Date
Robert n
Chief Financial and Operating Officer
Page 2 of 4
Date: 9/5/213
D I G I ■ AL MAPAccount Manager: Mary Kane
PRODUCTS Agreement p: Menifee-MK333001GCCV
18831 Von Karman Avenue Suite 200, Irvine, CA 92614 (949) 333-5111 (OFFICE USE ONLY)
EXHIBIT A
Digital Map Products - 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, In GovClarily" , customers 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. For CommunityViewm Public Websile
Usage, customers access includes the Services in: (i) a Company Application that will serve as a map display and/or locator, available to constituents
on the City owned and operated publically available websites (including mobile websites or apps) and in any Company Application which is used to
track, view and manage Assets that are city owned based on their GPS or other sensor based location.
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 noncompliance, Customer shall nonetheless still be
responsible for any fees asset 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 Current Term. Upon termination of this Agreement,
all licenses granted by DIP 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 DIP 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 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 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 3 of 4
Date: 9/5/213
DIGITAL MAP Account Manager: Mary Kane
PRODUCTS Agreement 4: Menifee-MK131001GCCV
18831 Von Karman Avenue Suite 200, Irvine, CA 92614 (949) 333-5111 (OFFICE USE ONLY)
Digital Map Products - Terms and Conditions (Continued)
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 hardoopy 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 further agrees that only individuals employed and/or authorized by the subscribing organization may access and use GovClarityn'
as provided through login permission by the City. Access to CommunityViewn' may not be limited as it is publically available via the interne/.
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 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 maybe 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 4 of 4