2022/05/03 CoreLogic Solutions, LLC Statement of Work for Risk Analysis Services Confidential
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STATEMENT OF WORK SR000455343002
FOR RISK ANALYSIS SERVICES
This Statement of Work SR000455343002 for Risk Analysis Services (“SOW”) is between CoreLogic Solutions,
LLC, a California limited liability company (“CoreLogic”) and City of Menifee (“Customer”) (collectively, the
“Parties”, or individually, a “Party”). This SOW is subject to the Master Services Agreement and the Lice nsing
Addendum (the “Licensing Addendum”) of even date herewith between Customer and CoreLogic, and all subsequent
amendments, exhibits, or attachments between the Parties (collectively, the “Agreement”). This SOW is effective as
of May 3, 2022 (“SOW Effective Date”). The Parties agree as follows:
I. SERVICES, DELIVERY & FEES: CoreLogic shall provide Customer with the Services listed in the attached exhibit
detailing Services, Delivery and Fee information (“Fee Schedule”) via the specified delivery method. If the Fee
Schedule indicates that an exhibit is attached, the additional terms and conditions set forth in the exhibit apply to
the Service.
II. ADDITIONAL FEE INFORMATION:
A. Monthly Minimum Fee: Customer shall pay to CoreLogic monthly minimum fee per month as set forth in
the Fee Schedule (“Monthly Minimum Fee”). The Fees accrued each month for the Services apply towards
satisfying the Monthly Minimum Fee for such month. Fees accrued in excess of the Monthly Minimum Fee
in a given month do not carry-over towards satisfying the Monthly Minimum Fee for any other month.
B. Third Party Platform Fees: Any click-through fees billed to CoreLogic by a Third-Party Platform provider
for access to the Services via the Third-Party Platform are included in the Fees listed in the Fee Schedule and
are subject to change from time to time without prior notice to Customer.
C. Subsequent reports for LoanSafe Fraud Manager and LoanSafe Risk Manager: Customer may rerun
reports at no additional fee within the 90 days following the initial order of such report provided that the
request is for the same Customer entity, CoreLogic Service, platform, and loan number. Reruns outside of
those parameters may incur a new report charge.
D. Annual Fee Increase: The Fees for the Services under this SOW shall increase 3% annually, rounded to the
nearest $0.01, on the first day of each SOW renewal term.
III. PERMITTED APPLICATIONS: The Services shall be used solely for the applications specified below in
accordance with the terms and conditions of this Agreement.
A. Customer’s Use:
1. Internal Use: Customer shall use the Services solely for Customer’s own internal business purposes of
risk management. Customer shall not resell, relicense or redistribute the Services in whole or in part.
2. Customer shall not order LoanSafe Fraud Manager or LoanSafe Risk Manager reports for fictitious
consumers. Customer shall only order such reports in connection with actual consumers for which
Customer has a legitimate business purpose to order such reports.
B. LoanSafe Fraud/Risk Manager: Customer agrees to abide by the NMLS® Consumer Access℠ Terms of
Use Agreement available at https://nmlsconsumeraccess.org/Home.aspx/TermsOfUse.
IV. PRODUCT-SPECIFIC INFORMATION:
A. DATA CONTRIBUTION: For the purpose of receiving certain Services that require Data Contribution (as
designated in the Fee Schedule), Customer shall provide to CoreLogic certain data elements (“Contributed
Data”), as mutually agreed upon by the Parties. Customer shall provid e the Contributed Data to CoreLogic
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at the time reports using such Services are requested by Customer, unless otherwise mutually agreed upon
by the Parties. CoreLogic reserves the right to withhold from such Services provided to Customer any data
elements that Customer does not contribute. Customer grants CoreLogic a worldwide, perpetual, non -
exclusive license to reproduce, manipulate, and incorporate the Contributed Data into CoreLogic’s databases
for use by CoreLogic, its affiliates and customers. The Contributed Data shall be incorporated into
CoreLogic’s databases in such a manner so that the source cannot be ascertained by third parties. Customer
represents and warrants that Customer’s submission of the Contributed Data shall not: (i) breach any thir d
party’s contractual rights; (ii) infringe any third party’s intellectual property rights; or (iii) violate any
applicable federal, state or local privacy laws or regulations.
V. SOW TERM AND RENEWAL: The term of this SOW is for 12 months, commencing on the SOW Effective
Date. Thereafter, the term shall automatically renew for additional successive 12-month terms. Either Party may
forego automatic renewal of this SOW by giving the other Party at least 60 days’ written notice of termination
prior to the expiration of the then-current term. Please note that the City may renew the contract in the amount
up to $49,999.00 including the initial term compensation amount. Once the agreement compensation in aggregate
has exceeded $49,999.00, additional amendments renewals will require City Council approval.
VI. EXECUTION: This SOW may be executed in any number of counterparts, each of which is deemed an original,
and all taken together constitute one and the same instrument. If this SOW is executed in counterparts, no
signatory is bound until all Parties have duly executed this SOW and all Parties have received a fully executed
SOW. The Parties acknowledge that any signature transmitted by facsimile or e -mail (in .pdf, .tif, .jpeg, or a
similar format), or a photocopy of such transmission, is deemed to constitute the original signature of such Party
to this SOW. The individuals signing below represent that they are authorized to do so by and on behalf of the
Party for whom they are signing.
THE PARTIES HAVE READ, UNDERSTOOD AND AGREED TO THE TERMS AND CONDITIONS OF
THIS SOW.
CITY OF MENIFEE
(“CUSTOMER”)
By: __________________________________
Authorized Signature
Name: __________________________________
Title: __________________________________
Date: __________________________________
Address: 29844 Haun Road
Menifee, California 92586
CORELOGIC SOLUTIONS, LLC
(“CORELOGIC”)
By: ________________________________
Authorized Signature
Name: _________________________________
Title: _________________________________
Date: _________________________________
Address: 40 Pacifica, Suite 900
Irvine, California 92618
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Damon Littlejohn
Executive, Sales
5/4/2022
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Armando G. Villa
5/26/2022
City Manager
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FEE SCHEDULE EXHIBIT
Risk Analysis
Services, Delivery & Fee Schedule
CoreLogic shall deliver the Services to Customer via any of the following delivery platforms, as applicable:
(i) CoreLogic’s secure, password-protected Internet site: realquest.com (“RealQuest”); or (ii) RealQuest Self-Service
Batch; or (iii) Connect2Data XML as further described in the Connect2Data Requirements above (“C2D XML”); or
(iii) CoreBatch; or (iv) the following Third Party Platforms: Ellie Mae’s Encompass (“Encompass”); Calyx Point;
CounselorDirect; Mortgage Cadence Portal (“Mortgage Cadence”); DRI Default Portal (“DRI”); RealEC Portal
(“RealEC”); and QuestSoft Compliance EAGLE®.
Monthly Minimum $400.00 per month
Services Platform Base Fees (per
report /
record)
Code Exhibits & Additional
Information
(as applicable)
Borrower Activity Report
RealQuest
$6.00 IQ2BAQ
BPO Check
RealQuest
$10.00 IQ2LQQ
Building Permit - Standalone
RealQuest
$1.16 IQ2SBQ
Building Permit - Hyperlink
RealQuest
$1.16 IQ2HBQ
Comparable Sales - Detailed
RealQuest
$2.10 IQ2RWQ
Custom AVM Cascade
RealQuest
$17.50 IQ2VTQ
Custom Search: Standard Property Detail
RealQuest
$0.46 IQ2REQ
Custom Search: Transaction Information
RealQuest
$0.29 IQ2ETQ
Custom Search: Property Characteristics
RealQuest
$0.23 IQ2ECQ
Custom Search: Mortgage Information
RealQuest
$0.27 IQ2EMQ
Custom Search: Expanded Property
Characteristics
RealQuest
$0.29 IQ2EXQ
Custom Search: Specialty Fields
RealQuest
$0.13 IQ2ESQ
Document Image
RealQuest
$6.41 IQ2IAQ,
IQ2IBQ,
IQ2IFQ,
IQ2IHQ,
IQ2IMQ,
IQ2IRQ,
IQ2ISQ,
IQ2ITQ
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Flood Map
RealQuest
$0.89 IQ2FMQ
For Sale Indicator
RealQuest
$0.32 IQ2FSQ
Foreclosure Activity/Detail
RealQuest
$5.78 IQ2FRQ
Foreclosure Indicator
RealQuest
$0.32 IQ2FHQ
Freddie Mac HVE
RealQuest
$16.50 IQ2HVQ
Full Transaction History
RealQuest
$5.36 IQ2TRQ
GeoAVM Core
RealQuest
$16.50 IQ2VYQ,
IQ2VAQ,
IQ2VBQ,
IQ2VCQ,
IQ2VSQ,
IQ2PRQ
GeoAVM Core Plus
RealQuest
$17.50 IQ2VXQ,
IQ2VAQ,
IQ2VBQ,
IQ2VCQ,
IQ2VSQ,
IQ2PRQ,IQ2V
HQ
GeoAVM Precision
RealQuest
$16.50 IQ2VGQ,
IQ2VAQ,
IQ2VBQ,
IQ2VCQ,
IQ2VSQ,
IQ2PRQ
Freddie Mac Exhibits
GeoAVM Precision Plus
RealQuest
$17.50 IQ2VQQ,
IQ2VAQ,
IQ2VBQ,
IQ2VCQ,
IQ2VSQ,
IQ2PRQ,
IQ2VHQ
Freddie Mac Exhibits
Home Owners Association Report
RealQuest
$1.16 IQ2HAQ
Legal And Vesting
RealQuest
$12.20 IQ2RLQ
Listing And Market Activity Report
RealQuest
$10.40 IQ2LMQ
Loansafe Collateral Manager
RealQuest
$10.00 IQ2LCQ
Loansafe Fraud Manager
RealQuest
$14.00 IQ2LFQ
Data Contribution Applies.
Loansafe Risk Manager
RealQuest
$17.00 IQ2LRQ
Data Contribution Applies.
Neighborhood Information
RealQuest
$1.05 IQ2NIQ
Parcel Map/Assessor Map
RealQuest
$1.42 IQ2MSQ,
IQ2MPQ
PASS
RealQuest
$15.00 IQ2UBQ
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Principal Data
RealQuest
$5.03 IQ2PDQ
Property Detail
RealQuest
$1.16 IQ2RPQ
Property Listing History
RealQuest
$6.62 IQ2LHQ
Street Map Plus
RealQuest
$0.37 IQ2SMQ,
IQ2MSQ,
IQ2MVQ
Valuepoint4
RealQuest
$15.00 IQ2VFQ
Voluntary and Involuntary Lien
RealQuest
$20.79
IQ2TLQ
Voluntary Lien
RealQuest
$11.55
IQ2LNQ
Property Detail Batch Data
RealQuest
$0.62
IQ2BPQ
Property Detail Batch Full Report
RealQuest
$0.43
IQ2FPQ
Voluntary & Involuntary Lien Batch
Data
RealQuest
$18.90
IQ2BUQ
Voluntary & Involuntary Lien Batch
Full Report
RealQuest
$1.89
IQ2FUQ
Listing and Market Activity Batch Data
RealQuest
$9.45
IQ2BLQ
Listing and Market Activity Batch Full
Report
RealQuest
$0.95
IQ2FLQ
Listing History Batch Data
RealQuest
$5.99
IQ2BHQ
Listing History Batch Full Report
RealQuest
$0.63
IQ2FHQ
Market Portal
RealQuest
$15.20
IQ2DPQ
Voluntary Lien Batch
RealQuest
$9.24
IQ2RRQ
Voluntary Lien Batch Full Report
RealQuest
$1.85
IQ2RUQ
Transaction History Batch
RealQuest
$6.40
IQ2TBQ
Transaction History Batch Full Report
RealQuest
$1.28
IQ2TUQ
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Table of Exhibits
A - Product List
B - Marketing Guidelines and Permitted Uses
C - Restricted Entity List
G - End User Agreement
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Exhibit A
Product List
1. Home Value Explorer® (HVE®)
2. Home Value Calibrator® (HVCSM)
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Exhibit B
Marketing Guidelines and Permitted Uses
This Exhibit B sets forth Freddie Mac’s standards for licensing and distributing the Products. This list is not
exhaustive, and may be modified at any time as Freddie Mac deems necessary.
The Products were developed by Freddie Mac to support its mission in the secondary mortgage market. Promoting
or licensing Products to any business not obviously in line or supporting our mission is not appropriate. As a Products
distributor (as a Distributor or Reseller) or user (End User), you may market, license and provide Freddie Mac’s
automated valuation products only for uses that in some way help people afford and/or wisely manage their home
ownership. These tools cannot be licensed to any business or entity that could or would use the Products to
compromise a borrower’s investment in a home.
1. Contact Information
If you have questions about how to interpret this exhibit or have marketing or promotional materials for approval,
please contact your Freddie Mac relationship manager.
2. Approval Process for Marketing Materials
Distributor will deliver any proposed marketing materials and a distribution plan to your Freddie Mac relationship
manager for approval prior to actual use of such materials. Resellers and End Users agree to deliver any proposed
marketing materials and a distribution plan to Distributor, who in turn, will deliver them to Freddie Mac. Freddie
Mac will return feedback to Distributor. Freddie Mac may approve, reject or require revisions to the marketing
materials and/or distribution plan. If the materials require revision, Distributor will resubmit the materials as
revised to Freddie Mac for approval. Upon final approval, Distributor will provide Freddie Mac with the final
marketing materials. Freddie Mac will attempt to review marketing materials and respond as quickly as possible.
Distributor should allow at least ten (10) business days for review. No final marketing materials should be
prepared or distributed prior to final approval by Freddie Mac. Upon receipt of approval, Distributor will release
the approved material within five (5) business days. Any subsequent release will require another approval from
Freddie Mac. Freddie Mac reserves the right to withdraw its approval at any time.
3. Relationship References
When referencing the nature of your relationship with Freddie Mac, the correct term is “Distributor”, “Reseller”
or “End User”, as appropriate. Phrases stating or implying more than that (e.g., “in partnership with Freddie Mac”)
are not permissible
4. Product Descriptions
Home Value Calibrator® (HVCSM or CalibratorSM) – Freddie Mac’s Home Value Calibrator is a quality control
tool that analyzes the relationship between key loan information, borrower information and collateral valuation
data. It then generates a statistically derived score, predicting the likelihood that a property valuation is inflated.
Home Value Explorer® (HVE®) – Freddie Mac’s Home Value Explorer is an automated valuation model (AVM)
that electronically generates estimates of residential property values.
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5. Copy Standards; Logos; User Interface
Any copy materials referencing or promoting Home Value Explorer or Home Value Calibrator must clearly
establish them as a Freddie Mac product or service, and such materials must use appropriate branding and service
marks.
The first product reference must be “Freddie Mac’s Home Value Explorer®” or “Freddie Mac’s Home Value
Calibrator®,” as appropriate. Subsequent references may use the same longer name, or in the case of the Home
Value Explorer, only “HVE®”, or in the case of Home Value Calibrator, only “HVC SM” or “CalibratorSM”. The
SM and ® symbols must appear the first time the respective product names are used in a document.
Freddie Mac reserves the right to prescribe the format and layout of the user interface to Freddie Mac’s Home
Value Explorer and Freddie Mac’s Home Value Calibrator.
6. Product Disclosure and Brand Integrity
The Products and Model Results must be clearly identified as a Freddie Mac home valuation product. The
Products and Model Results may not be repackaged, merged with, or offered for sale, as products or model results
not derived from Freddie Mac without Freddie Mac’s prior written consent. Likewise, non-Freddie Mac products
or model results may not be repackaged, merged with or offered for sale as Freddie Mac Products or Model
Results.
Each report containing a Model Result provided to an End User must contain the foll owing legend on the front
cover or face of such report:
Home Value Explorer:
VALUES ARE PROVIDED “AS IS” AND ALL USES ARE AT THE USER’S SOLE RISK. ALL
WARRANTIES CONCERNING THE VALUES AND ALL UNDERLYING DATA AND PROCESSES BOTH
EXPRESSED AND IMPLIED ARE EXPRESSLY EXCLUDED INCLUDING WITHOUT LIMITATION
ANY WARRANTIES OF MERCHANTABILITY, ACCURACY, OR FITNESS FOR A PARTICULAR
PURPOSE. The value was generated by Freddie Mac’s proprietary automated property valuation product, Home
Value Explorer® (HVE). HVE® values are estimated market values calculated using various models and techniques
proprietary to Freddie Mac. An HVE value is not an appraisal and was not prepared by a certified or licensed appraiser.
A lender may have used a different property value to make a credit decision. Values may not be used to reverse
engineer or attempt to reverse engineer the models used to generate the Values or to create any database or product.
If you have questions regarding Freddie Mac's HVE information, please see Fr eddie Mac’s website at
http://www.freddiemac.com/hve
Home Value Explorer® is a registered trademark of Freddie Mac. All rights reserved.
Home Value Calibrator:
THE HOME VALUE CALIBRATOR® SCORE IS PROVIDED “AS IS” AND ALL USES ARE AT THE
USER’S SOLE RISK. ALL WARRANTIES CONCERNING THE SCORE AND ALL UNDERLYING DATA
AND PROCESSES BOTH EXPRESSED AND IMPLIED ARE EXPRESSLY EXCLUDED INCLUDING
WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, ACCURACY, OR FITNESS
FOR A PARTICULAR PURPOSE. Home Value Calibrator® is a quality control tool that analyzes the
relationship between key loan information, borrower information and collateral valuation data to produce a
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statistically derived score. This score is calculated using various models and techniques proprietary to Freddie
Mac and does not constitute a property appraisal or credit report. The score is dependent on the correctness
of any data supplied by the user. The score may not be used to reverse engineer or attempt to reverse engineer
the models used to generate the score or to create any database or product.
Home Value Calibrator® is a registered trademark of Freddie Mac. All rights reserved.
7. Market Sectors
Appropriate market sectors may include lending institutions and their brokers, appraisal or assessment firms, firms
associated with buying, selling or managing real estate, construction and remodeling companies, and insurance
companies. Marketing to sectors other than those stated above require the express written consent of Freddie Mac.
In addition, Freddie Mac may update the list of Restricted Entities set forth in Exhibit C at any time in its
discretion.
8. Home Value Explorer
a. Authorized Disclosure
Distributor, its Resellers and End Users may only disclose a Model Result generated by or provided in
connection with the Products as follows:
• to a borrower or loan applicant involved in the transaction for which the Model Result was prepared;
• to a potential purchaser of the loan for which the Model Result in question was originally acquired;
• to a mortgage insurer for purposes of obtaining mortgage insurance on the loan for which the Model
Result was acquired;
• to a rating agency or other third party having a need to review such Model Result in connection with a
rating or purchase decision with respect to the loan or pool of loans for which the specific Model Result
was prepared; or
• to the extent necessary to allow an accountant or professional auditor or representative of a regulatory
agency performing an audit of Distributor, Reseller or End User to perform such audit.
This list is not intended to provide a Distributor, Reseller or End User with rights that it does not already have.
Accordingly, additional restrictions may apply depending on the terms of the Distributor’s, Reseller’s or End
User’s agreement. In addition, disclosure of model results to a borrower or loan applicant must include the
following disclaimer:
“DISCLAIMER:
The value was generated by Freddie Mac’s proprietary automated property valuation product, Home Value
Explorer® (HVE). HVE® values are estimated market values calculated using various models and techniques
proprietary to Freddie Mac. An HVE value is not an appraisal and was not prepared by a certified or lice nsed
appraiser. A lender may have used a different property value to make a credit decision. If you have questions
regarding Freddie Mac's HVE information, please see Freddie Mac’s website at http://www.freddiemac.com/hve.
Home Value Explorer® is a registered trademark of Freddie Mac. All rights reserved.”
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b. Permitted Uses:
• Activities associated with the granting of loans backed by the value of the collateral, such as first or second
lien mortgages, home equity loans and home equity lines of credit. The Product can be used to support
typical lending functions, such as underwriting, quality control, and portfolio analysis. The Product can be
also used to identify potential home mortgage customers, including but not limited to generating marketing
or mailing lists for solicitation purposes.
• Activities associated with the purchase, sale or construction of homes.
• As part of the process of evaluating home insurance needs if End User is a hazard insurance provider.
c. Prohibited Uses:
Any use other than a “permitted use” is a “prohibited use” unless Freddie Mac consents to the use in writing.
The following are just two examples of prohibited uses.
• Any application that could be construed as “predatory lending” such as generating high -rate/high cost
loans covered by the Home Ownership and Equity Protection Act of 1994 (HOEPA).
• Uses associated with identifying potential customers unrelated to home mortgages, including but not
limited to generating marketing or mailing lists for solicitation purposes.
9. Home Value Calibrator
a. Permitted Uses:
Home Value Calibrator may be used for both pre- and post-funding quality control and to identify potential
home mortgage customers, including but not limited to generating marketing or mailing lists for soli citation
purposes.
b. Prohibited Uses:
Any use other than a “permitted use” is a “prohibited use” unless Freddie Mac consents to the use in writing.
The following are just two examples of prohibited uses:
• Any application that could be construed as “predatory lending” such as generating high-rate/high cost
loans covered by the Home Ownership and Equity Protection Act of 1994 (HOEPA).
• Uses associated with identifying potential customers unrelated to home mortgages, including but not
limited to generating marketing or mailing lists for solicitation purposes.
This list is not intended to provide a Distributor, Reseller or End User with rights that it does not already
have. Accordingly, additional restrictions may apply depending on the terms of the Di stributor’s, Reseller’s
or End User’s agreement.
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Exhibit C
Restricted Entity List
The following list identifies and defines a “Restricted Entity:”
1. Fannie Mae
2. Any agency, instrumentality or entity formed or controlled by a state, city or local government
3. Any agency or instrumentality of the United States Government
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Exhibit G
End User Agreement
THIS END USER AGREEMENT (“Agreement”) made May 3, 2022 (the “Effective Date”) by and between
CoreLogic Solutions, LLC, a California limited liability company, with its principal place of business located at 40
Pacifica, Suite 900, Irvine, California 92618 ("Service Provider") and City of Menifee, a California Corporation/Inc.,
with its principal place of business located at 29844 Haun Road, Menifee, California 92586 (“Customer”).
RECITALS
WHEREAS, Service Provider has licensed certain automated valuation products (the “Products”) developed and
owned by the Federal Home Loan Mortgage Corporation (“Freddie Mac”) the terms of which sublicense impose
obligations upon the Service Provider; and
WHEREAS, End User desires to sublicense the Products identified in End User Exhibit A, the Product List, to obtain
certain information generated by the Products in response to a Query (“Model Result”). References to the term
“Products” includes the term “Model Result.”
NOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. The following definitions will apply to this Agreement.
a. “Bona Fide Test” means a commercially reasonable test conducted on behalf of or by an End User for the sole
purpose of evaluating the Products.
b. "Confidential Information" refers collectively to Freddie Mac Information and End User Information.
c. “End User Information” means Property Street Address, City, State and ZIP Code, and non -Freddie Mac Loan
Number that End User provides to Freddie Mac or to the Service Provider solely in c onnection with its use of
the Products.
d. “Freddie Mac Information” means all information previously provided, or that in the future is provided, to
End User by
Freddie Mac or by the Service Provider in connection with use of the Products under this Agreement, whether
delivered orally or in writing and whether or not it is specifically marked or designated confidential. Freddie
Mac Information also includes all materials that End User prepares based on Freddie Mac Information,
including, without limitation, notes, reports or test data End User develops in connection with the use of the
Products, or discussions with Freddie Mac employees. Without limiting the foregoing in any way, the
following information constitutes Freddie Mac Information: all Freddi e Mac analytic models and algorithms
and any non-public information relating to Freddie Mac’s Products.
e. “Proprietor” means the party that discloses Confidential Information to the other party.
f. “Recipient” means the party that receives Confidential Information from the other party.
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2. Term
a. Limit on Term. The term of this Agreement may not exceed the term of Freddie Mac’s agreement to license
any Products.
b. Termination for Convenience. In the event Freddie Mac terminates its agreement to license any Products,
Service Provider will terminate this Agreement effective thirty (30) days from the date Service Provider
receives written notice of such termination.
3. Grant of Sublicense. Service Provider grants to End User a limited, non-exclusive, non-transferable sublicense
to use the Products for End User’s internal business purposes only. End User agrees it will not sublicense the
Products or transfer or disclose the Products except as provided in this Agreement.
4. Third Party Beneficiary. Freddie Mac, as owner of the Products, is a third party beneficiary to this Agreement
and has an independent right of action to enforce the provisions of this Agreement.
5. Disclaimer.
a. THE PRODUCTS ARE PROVIDED TO END USER “AS IS” AND “AS AVAILABLE,” AND ALL USES
OF THE
PRODUCTS ARE AT END USER’S SOLE RISK. FREDDIE MAC DOES NOT GUARANTEE THE
ACCURACY OR RELIABILITY OF THE PRODUCTS’ OUTPUT OR FREDDIE MAC INFORMATION.
ALL WARRANTIES CONCERNING THE PRODUCTS AND THE UNDERLYING DATA AND
PROCESSES, BOTH EXPRESS AND IMPLIED, ARE HEREBY EXPRESSLY DISCLAIMED,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, ACCURACY
AND/OR FITNESS FOR A PARTICULAR PURPOSE.
b. IN NO EVENT WILL FREDDIE MAC, OR ANY ENTITY FREDDIE MAC USES TO PROVIDE ACCESS
TO THE
PRODUCTS OR DATA SERVICES RELATED THERETO (“ACCESS PROVIDER”), BE LIABLE TO
END USER OR ANY OTHER INDIVIDUAL OR ENTITY FOR DIRECT, INDIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER, INCLUDING,
WITHOUT LIMITATION, LOST PROFITS, ARISING OUT OF OR RELATING IN ANY MANNER TO
THIS AGREEMENT, THE TERMINATION OF THIS AGREEMENT OR THE PERFORMANCE OR
NONPERFORMANCE OF FREDDIE MAC’S OBLIGATIONS HEREUNDER, WHETHER UNDER A
CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EVEN IF FREDDIE MAC IS AWARE
OF THE POSSIBILITY OF SUCH DAMAGES.
c. IN NO EVENT WILL SERVICE PROVIDER BE LIABLE TO END USER OR ANY OTHER THIRD
PARTY FOR
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INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES AND LOST P ROFITS,
ARISING OUT OF OR RELATING IN ANY MANNER TO THIS AGREEMENT.
d. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT
WILL THE
AGGREGATE LIABILITY OF FREDDIE MAC, ITS ACCESS PROVIDER OR THE SERVICE
PROVIDER ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT
EXCEED TEN THOUSAND DOLLARS ($10,000). FOR PURPOSES OF THIS SECTION 5, THE TERM
AGGREGATE LIABILITY WILL INCLUDE, WITHOUT LIMITATION, ATTORNEYS FEES.
6. Uses, Disclosure and Copying of Confidential Information.
a. End User will treat all Freddie Mac Information as strictly confidential. Without limiting the foregoing:
i. End User will not use Freddie Mac Information except to the extent necessary to use the Products under
this Agreement.
ii. End User will keep the results of the Products, including any notes, files or reports it creates during its
use of the Products, confidential unless otherwise provided in this Agreement or Freddie Mac agrees
otherwise in writing.
iii. End User will not disclose Freddie Mac Information, except to its employees who need to know such
Freddie Mac Information to use the Products and who are legally obligated to maintain the
confidentiality of Freddie Mac Information and to use Freddie Mac Information only as permitted by
this Agreement.
b. Freddie Mac and Service Provider will treat all End User Information as strictly confidential. Without limiting
the foregoing:
i. Neither Freddie Mac nor Service Provider will use End User Information except in connection with
performance of services related to the Products.
ii. Neither Freddie Mac nor Service Provider will disclose End User Information, except: (A) to their
respective employees who need to know such End User Information in connection with performance of
services related to HVC and who are legally obligated to maintain the confidentiality of End User
Information and to use End User Information only as permitted by this Agreement; and (B) to third
parties assisting Freddie Mac or Service Provider in connection with performance of services related to
HVC who have agreed to keep End User Information confidential and to use End User Information only
as permitted by this Agreement (which agreement may be in an agreement that does not specifically
mention End User Information as long as End User Information is covered by the agreement).
c. Each party as a Recipient will exercise at least the same degree of care to preserve the confidentiality of
Proprietor’s
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Confidential Information that Recipient exercises to protect its own Confidential Information of a similar
level of sensitivity, but in no event less than a reasonable standard of care. The parties further agree in their
use of the other parties’ Confidential Information to comply with applicable privacy provisions of the
Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1138), as it may be amended from time to
time (the “GLB Act”), and the applicable regulations promulgated thereunder, as such regulations are
amended from time to time.
d. In the event Recipient anticipates that it may be required for any reason to release or disclose Confidential
Information outside its organization, except as otherwise permitted by this Section 6 or when disclosed in
accordance with Section 7, Recipient will promptly notify Proprietor and will make reasonable efforts to
provide Proprietor with a meaningful opportunity to seek a protective order or otherwise respond in such
manner as Proprietor deems appropriate.
e. Nothing in this Confidentiality Agreement will grant to Recipient any rights in Proprietor’s
Confidential Information, including, but not limited to, any patent, copyright, trade secret and other
intellectual property rights related thereto.
7. Exclusions
a. Neither party’s obligations under Section 6 extend to Confidential Information to the extent such information:
i. Is publicly known at the time in question without a breach of this Agreement provided that End User’s
obligations will
apply with respect to any data provided by Freddie Mac, notwithstandin g the fact that the data may
include or consist of information that may otherwise be publicly available;
ii. Is provided to Recipient on a non-confidential basis by a third party that is not itself under any
confidentiality obligation
with respect to the information; or
iii. Is independently developed by Recipient without use of or reference to Proprietor’s
Confidential Information
However, notwithstanding the fact that a portion of Confidential Information is or becomes non -confidential,
Recipient’s obligations under this Agreement will continue to apply to all other Confidential Information.
b. This Agreement will not prevent Recipient from disclosing Confidential Information to the extent required by
a government
agency or court of competent jurisdiction, provided that Recipient complies with the requirements of
Section 6(d) or Section 7, whichever applies.
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c. End User acknowledges that, notwithstanding any other provision of this Agreement, Freddie Mac may
disclose End User Information to Freddie Mac’s conservator, Freddie Mac’s auditors and governmental
entities with regulatory or oversight authority over Freddie Mac without restriction and without prior notice
to End User.
8. Market Sectors and Permitted Uses; Restrictions on Use
a. End User only may disclose or use the data generated by or provided in connection with the Products in
accordance with the
following permitted and
prohibited uses.
Home Value Explorer®
Permitted Uses:
• Activities associated with the marketing and granting of loans backed by the value of the collateral,
such as first or second lien mortgages, home equity loans and home equity lines of credit;
• To support typical lending functions, such as underwriting, quality control, and portfolio ana lysis;
• Activities associated with the purchase, sale or construction of homes; and • As part of the process
of evaluating home insurance needs if End User is a hazard insurance provider.
Prohibited Uses:
• Any application that could be construed as "predatory lending" such as generating high -rate/high
cost loans covered by the Home Ownership and Equity Protection Act of 1994 (HOEPA); and
• Uses associated with identifying potential customers unrelated to home mortgages, including but
not limited to generating marketing or mailing lists for solicitation purposes.
Any use other than a "permitted use" is a "prohibited use" unless Freddie Mac consents to the use in
writing. The following are two examples of prohibited uses.
Home Value Calibrator®
Permitted Use:
• Home Value Calibrator may be used for pre funding and post funding quality control and to identify
potential home mortgage customers, including but not limited to generating marketing or mailing
lists for solicitation purposes.
Prohibited Uses:
Any use other than a permitted use is prohibited unless Freddie Mac consents to the use in writing.
The following are two examples of prohibited uses.
• Any application that could be construed as "predatory lending" such as generating high-rate/high
cost loans covered by the Home Ownership and Equity Protection Act of 1994 (HOEPA).
• Uses associated with identifying potential customers unrelated to home mortgages, including but
not limited to generating marketing or mailing lists for solicitation purposes.
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b. The Products and Model Results must be clearly identified as a Freddie Mac Products and cannot be presented
as any other brand or merged with a model result from any non-Freddie Mac product
c. The following additional storage and disclosure restrictions apply:
i. End User may not store values derived from the Products in a database or other electronic format
for the purpose of facilitating retrieval of values in aggregate form or calculating new automated property
valuation estimates.
ii. End User may not make the Products available or disclose the Products to a Restricted Entity (as
defined in Exhibit C) except that the Model Result may be disclosed to Fannie Mae or a Federal Home Loan
Bank in connection with the sale of a loan backed by the value of the collateral or to support a typical
lending functions, such as underwriting, quality control, and portfolio analysis.
d. If End User uses the Products as permitted in this Agreement, and such use results in a loan or mortgage
insurance related decision that has a direct financial impact on the borrower, the HVE ® data in question may
be disclosed to the borrower. In addition, End User may disclose HVE ® data developed in connection with a
credit decision to the loan applicant(s). When disclosing HVE® data to a borrower or loan applicant, End User
must include the following disclaimer:
“DISCLAIMER:
The value was generated by Freddie Mac’s proprietary automated property valuation produc t, Home Value
Explorer® (HVE). HVE® values are estimated market values calculated using various models and techniques
proprietary to Freddie Mac. An HVE value is not an appraisal and was not prepared by a certified or licensed
appraiser. A lender may have used a different property value to make a credit decision. If you have questions
regarding Freddie Mac's HVE information, please see Freddie Mac’s website at
http://www.freddiemac.com/hve.
Home Value Explorer® is a registered trademark of Freddie Mac. All rights reserved.”
9. Bona Fide Test.
a. Any testing or use of the Products that could be construed as “predatory lending” such as generating high -
rate/high cost loans covered by the Home Ownership and Equity Protection Act of 1994 (HOEPA) is strictly
prohibited. End User hereby represents that it will test the Products solely for uses that in some way help
people afford and/or wisely manage their home ownership. The Products were developed by Freddie Mac
to support its mission in the secondary mortgage market. Use of the Products by any business not obviously
in line with and supporting our mission is not permissible; therefore, End User hereby represents that it will
not use the Products to compromise a borrower’s investment in a home.
b. Subject to Section 9(a), Service Provider hereby grants End User a limited right to use the Products for the
sole purpose of Bona Fide Testing.
i. Bona Fide Tests must contain a minimum of 1,000 and a maximum of 50,000 address records unless
Freddie Mac has given its prior written consent. Any tests consented to by Freddie Mac that contain
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more than 50,000 address records will be subject to a fee established by Freddie Mac from time to
time for each additional record.
ii. Bona Fide Tests will be limited to a maximum of two (2 ) requests per End User in a twelve (12)
month period unless Freddie Mac has given its prior written consent. Additional requests agreed
upon by Freddie Mac will be subject to a fee established by Freddie Mac from time to time.
iii. Bona Fide Test results may not be merged or commingled with results from third party applications.
iv. Freddie Mac will return all Bona Fide Test results directly to End User.
v. Bona Fide Test requests are typically processed within three (3) to five (5) business days.
vi. All summaries of Bona Fide Test results performed by or on behalf of End User, including
benchmarks and cascades, must be forwarded to the appropriate Freddie Mac relationship manager.
All third-party test results must be unidentifiable.
vii. Upon the earlier of (A) two (2) years of receipt of the Bona Fide Test results, or (B) written demand
by Freddie Mac, End User will destroy all Bona Fide Test results and all copies thereof and, within
five (5) business days certify the destruction of Bona Fide Test results in writing to Freddie Mac.
10. Use of Testing Subcontractor. Notwithstanding anything in this Agreement to the contrary, End User may
subcontract its
obligations under this Agreement to a subcontractor approved by Freddie Mac in writing (“Testing
Subcontractor”) to perform Bona Fide Tests on behalf of End User, provided that:
a. Freddie Mac may approve or disapprove of a proposed Testing Subcontractor in its sole discretion and may
revoke approval of a Testing Subcontractor in its sole discretion;
b. End User will remain responsible for all obligations and services performed by Testing Subcontractor to the
same extent as if End User’s employees had performed such obligations and services;
c. End User will serve as Testing Subcontractor’s sole point of contact for Bona Fide Tests unless End User
requests (via the Freddie Mac relationship manager) and Freddie Mac will send test results directly to the
Testing Subcontractor with whom End User has contracted to perform the Bona Fide Tests; and
d. End User will not disclose Freddie Mac Information to Testing Subcontractor unless and until Testing
Subcontractor has agreed in writing to protect the confidentiality of the Freddie Mac Information in a manner
equivalent to that required of End User under this Agreement.
11. Compliance with Legal Requirements. End User may disclose the Products to the extent, and only to the extent,
necessary to
comply with orders or subpoenas issued by a court of competent jurisdiction or with regulatory examiners with
jurisdiction over End User, or to the extent otherwise required by applicable law (the “Legal Requirements”)
provided that prior to any particular such disclosure:
a. End User provides to the Service Provider and to Freddie Mac reasonable notice of the Legal Requirement
and takes such actions as may be necessary or reasonably requested by the Service Provider, and/or Freddie
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Mac to provide the Service Provider and Freddie Mac with a reasonable opportunity to seek either a protective
order or otherwise to minimize the required disclosure; and
b. End User notifies all auditors and regulators and any other recipients of the Products in writing that the
Products may not be copied or used for any purpose other than review or examination of End User except to
the extent ordered by a court of competent jurisdiction, and, further, that the Products are proprietary to
Freddie Mac and their use strictly limited under this End User Agreement.
12. Audit. Upon request, End User will allow Service Provider, Freddie Mac or any regulatory agency with
jurisdiction over Service
Provider or its customers to review or audit End User’s records, files, processes and controls related to this
Agreement and will promptly respond to requests of Service Provider, Freddie Mac or a regulatory agency for
information, legal and accounting opinions and other documentation related to this Agreement. End User will
make its personnel and facilities available and otherwise cooperate reasonably in connection with any such
review or audit and will promptly consider any reasonable process improvement suggested in such audit. Upon
request, End User will provide financial statements on a yearly basis to Service Provider, who may disclose
them to Freddie Mac upon request
13. Price and Payment.
a. The transaction fees for the Products will be set out in the pricing schedule with the Service Provider. The
Service Provider may change the pricing schedule on thirty (30) days' notice to End User.
b. End User will pay the Service Provider transaction fees for the model results obtained during the prior month
within thirty (30) days after receipt of the Service Provider’s invoice.
14. Intellectual Property Rights
a. The Products are the sole and exclusive property of Freddie Mac. Freddie Mac reserves all rights in the
Products. The Products are not being sold under this Agreement and End User will have no title or ownership
interest in the Products or in any copies.
b. End User may not reverse engineer, modify, summarize, add to or delete information from the Products or
create derivative products from the Products. Nothing in this Agreement will be deemed to transfer to End
User any rights in any Freddie Mac trademark, patent, copyright or other intellectual property.
c. In the event Freddie Mac or Service Provider receives notice of any claim that any of the Products violate or
infringe on any patent, trade secret, copyright or other proprietary right of any third party, Freddie Mac may
elect to suspend or terminate this Agreement, which action will in no event be deemed to give ri se to any
claim against Freddie Mac or Service Provider.
15. Governing Law. This Agreement will be construed, and the rights and obligations of the parties hereunder
determined, exclusively
in accordance with the substantive law of the Commonwealth of Virginia, excluding provisions of Virginia law
concerning choiceof-law that would result in the law of any state other than Virginia being applied. However,
the Uniform Computer Information Transactions Act (or any substantially similar law enacted by Virginia) will
not apply to this Agreement or the performance of it, and instead the law of Virginia as it exists without
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reference to the Uniform Computer Information Transactions Act will apply.E ach party hereby submits to the
personal jurisdiction of said Court and consents to the dismissal of any action related to this Confidentiality
Agreement that is brought in any other forum.
16. Compliance.
a. Freddie Mac has the right to confirm that certain marketing guidelines are followed. End User will comply
with the Market Sectors and Permitted Uses set out in Exhibit B and if requested by Freddie Mac will certify
its compliance.
b. The Service Provider may temporarily cease making the Products available to End User pending inquiry into
any evidence of or allegations that End User has breached this Agreement. In the event the inquiry reveals
that a breach is likely to have occurred, the Service Provider will, in addition to all other rights available under
applicable law, have the right, at its sole option, to immediately terminate this Agreement and all duties and
obligations of the Service Provider hereunder.
17. Notices. All notices required or permitted hereunder will be in writing and will be deemed to have been properly
given: (i) upon delivery if delivered personally or by a courier or overnight delivery service; or (ii) five (5)
business days after mailing by certified mail, postage prepaid, return receipt requested, to the parties at the
following addresses (or to such other address of which either party may notify the other in a notice that complies
with the provisions of this section):
If to Service Provider: If to End User:
CoreLogic Solutions, LLC City of Menifee
40 Pacifica, Suite 900 29844 Haun Road
Irvine, California 92618 Menifee, California 92586
Attn: __________ Attn: ________
If to Freddie Mac:
Freddie Mac Freddie Mac
1551 Park Run Drive 8200 Jones Branch Drive
Mail Stop D2G Mail Stop 204
McLean, Virginia 22102 McLean, Virginia 22102
Attn: Freddie Mac Relationship Manager Attn: Managing Associate General Counsel,
General Corporate Unit
18. No Agency. The Service Provider is not an agent of Freddie Mac and Freddie Mac is not responsible for any acts
or omissions of the Service Provider.
19. No Assignment. End User may not assign this Agreement without the prior written consent of the Service
Provider. This
Agreement and each of the provisions relating to confidentiality in Section 6,Section 7 and Section 11 will,
however, be binding upon and inure to the benefit of the parties and their successors and assigns and will be
binding upon each party’s agents, consultants, subcontractors, directors, officers, partners, principals and
employees.
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20. Remedies. Any breach of those provisions of this Agreement relating to confidentiality in Section 6, Section 7
and Section 11 may
cause substantial and irreparable harm to Proprietor for which an award of monetary damages would be an
inadequate remedy. Accordingly, in the event of any such breach or threatened breach, Proprietor may seek
injunctive relief in addition to all other rights and remedies available at law and in equity.
21. Survival. The following provisions of this Agreement will survive the expiration or termination o f this Agreement
with the
Service Provider: Section 3 (second sentence only), Sections 4, 5, 6, 7, 8, 10, 11, 13, 14, 15, 16, 17, 18, 19, 20, 21
(second sentence only) 22, 24, and 25.
22. End User Warranty. End User represents and warrants that it has not developed and is not in the process of
developing an
automated collateral valuation tool for commercial use. End User also represents and warrants that it will use the
Products only for the permitted purposes identified in this Agreement and in the atta ched Marketing Guidelines
and Permitted Uses.
23. Waivers. No modification or waiver of any provision of this Agreement will be valid unless such modification or
waiver is in
writing and signed by the party against whom it is sought to be enforced. No waiver at any time of any provision
of this Agreement will be deemed a waiver of any other provision of this Agreement at that time or at any other
time.
24. Integration. This Agreement constitutes the only agreement relating to End User’s use of the Products and relating
to the
confidentiality of Confidential Information exchanged in connection with such use. The provisions of this
Agreement expressly supersede any prior agreement relating to the confidentiality of information exchanged
between the parties as it relates to any use of the Products by End User.
25. Severability. If any provision of this Agreement is held for any reason to be invalid, illegal or unenforceable, such
invalidity,
illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be
construed as if such invalid, illegal or unenforceable provision had not been contained herein.
26. Indemnification. End User will indemnify Freddie Mac and Service Provider and their respective directors,
officers, employees, successors and assigns and hold each harmless from and against any and all liabilities, losses,
claims, damages, costs and expenses, including reasonable attorneys’ fees, arising directly or indirectly out of the
breach of any of End User’s obligations hereunder, whether such breach arises out of its own action or inaction
or the action or inaction of End User and its directors, officers, employees, subcontractors, partners, principals
and agents, successors and assigns.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, each party has executed this Agreement effective as of the date first above written.
CITY OF MENIFEE
(“CUSTOMER”)
By: __________________________________
Authorized Signature
Name: __________________________________
Title: __________________________________
Date: __________________________________
Address: 29844 Haun Road
Menifee, California 92586
CORELOGIC SOLUTIONS, LLC
(“CORELOGIC”)
By: ________________________________
Authorized Signature
Name: _________________________________
Title: _________________________________
Date: _________________________________
Address: 40 Pacifica, Suite 900
Irvine, California 92618
Attached Exhibits
Exhibit A - Product List
Exhibit C - Restricted Entity List
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5/4/2022
Damon Littlejohn
Executive, Sales
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5/26/2022
Armando G. Villa
City Manager