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MASTER SERVICES AGREEMENT
This Master Services Agreement (“MSA”) is entered into between CoreLogic Solutions, LLC, a California limited liability
company, having its principal place of business at 40 Pacifica, Suite 900, Irvine, California 92618, together with its subsidiaries
and affiliates (collectively, “CoreLogic”) and the customer identified below on this signature page, together with its
subsidiaries and affiliates (“Customer”) (collectively, the “Parties,” or individually, a “Party”). This MSA is effective as of
May 3, 2022 (the “Effective Date”).
The “Agreement” consists of: (i) this signature page; (ii) this MSA; (iii) any addendum that may be executed by the Parties
from time to time setting forth additional terms related to specific CoreLogic services (each, an “Addendum”); and (iv) any
written orders for CoreLogic services, together with any related exhibits or purchase orders thereto, executed by the Parties
under this MSA (“SOWs”), all of which are incorporated herein by this reference.
The Agreement is the complete agreement between the Parties and replaces any prior or contemporaneous oral or written
communications between the Parties concerning the subject matter of the SOW(s). There are no conditions, understandings,
agreements, representations or warranties, express or implied, which are not specified herein. This MSA may only be modified
by a written document expressl y stated for such purpose and executed by the Parties.
IN WITNESS WHEREOF, the Parties have caused this MSA to be duly executed. Each Party warrants and represents that
its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execut e
this MSA.
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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Executive, Sales
5/4/2022
Damon Littlejohn
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5/26/2022
City Manager
Armando G. Villa
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1. Agreement Structure.
1.1 Each SOW executed by the Parties under this MSA
shall be subject to these terms and conditions as well as any
additional terms and conditions set forth in the Addendum
hereunder applicable to such SOW, if any. Each SOW shall
specifically reference this MSA, the Addendum to which such
SOW is subject, if any, the specific services provided by
CoreLogic to Customer (together with any applicable
documentation, corrections, bug fixes, updates or other
modifications, the “Services”), delivery methods, and Fees; and
set forth, to the extent applicable: (1) the authorized use of the
Services (“Permitted Applications”); (2) any third parties
authorized to use the Services or Customer’s products
incorporating or relying on the Services, as permitted in the
Permitted Applications, for their own internal purposes only
(“End Users”); (3) any entities authorized to use the Services as
long as such entity controls, is controlled by, or is under common
control with Customer (“Permitted Affiliate”); and (4) any
independent entities authorized to store, access, process, or use
the Services solely on behalf of Customer (“Permitted
Processor”) (End Users, Permitted Affiliates, and Permitted
Processors collectively and as applicable, “Permitted Users”).
1.2 When fully executed by authorized signatories of the
Parties, each SOW shall be incorporated into, and shall form a
part of, this Agreement. Only the CoreLogic entity executing a
specific Addendum or SOW shall incur any obligation or liability
to Customer under such Addendum or SOW. Only the Customer
entity executing a specific Addendum or SOW or named as a
Permitted Affiliate shall incur any rights under such Addendum
or SOW. The provisions of the various Agreement documents
shall, to the extent possible, be interpreted so as to supplement
each other and avoid any conflict between them. In the event of
a conflict between this MSA, the Addendum and the applicable
SOW, the order of precedence shall be as follows, listed in
descending order of priority: the SOW; the Addendum; and this
MSA.
2. Ownership. CoreLogic or its third party licensors own and
hold all right, title and interest in and to the Services, including
without limitation, all underlying data compilations and
information, all materials related to the Services and all patents,
trademarks, copyrights and trade secrets (collectively,
“Intellectual Property”) derived from the Services,
notwithstanding that portions of the Services may be derived in
whole or in part from publicly available sources. For the
avoidance of doubt, CoreLogic does not own or have any right in
and to Customer’s data and other materials received by Customer
from its other suppliers.
3. Fees; Taxes.
3.1. Fees. Customer shall pay CoreLogic the fees for the
Services (“Fees”) as set forth in each SOW within thirty (30) days
of the date of CoreLogic’s invoice via check, electronic check,
wire transfer/ACH, credit card (“Card”), or other payment
method agreed by the Parties. If Customer elects to pay any Fees
using a Card or via any electronic invoicing system or portal
(“Invoicing Portal”), it may be subject to additional fees. In the
event that Customer reasonably disputes any portion of an invoice
and provides written notice and documentation of such dispute,
the Parties shall resolve such dispute in good faith, provided that
in all cases, Customer shall timely pay the undisputed portion of
any disputed invoice. If Customer does not deliver a notice of
dispute within such thirty (30) day period, Customer shall be
deemed to have agreed to the Fees set forth therein. If full
payment is not made in compliance with this Section 3.1 (Fees)
or the applicable SOW, Customer may be assessed a late charge
equal to one and one half (1½%) percent of the unpaid amount
per month, or the maximum limit permitted by law, whichever is
less. If Customer fails to pay any past due Fees not reasonably in
dispute within thirty (30) days of CoreLogic’s written notice of
such delinquency, CoreLogic, at its sole option, may suspend
access or delivery of any Services provided under this Agreement
until all past due charges and any related late charges are paid, or
terminate the applicable SOW(s). During any period for which
access or delivery of the Services is suspended, Customer shall
continue to incur and pay any Fees due.
3.2. Taxes. Fees are exclusive of taxes. Customer shall
be responsible for all legally required taxes, duties, or other
assessments imposed upon the Services, exclusive of any income
taxes imposed upon CoreLogic. When CoreLogic has the legal
obligation to collect taxes, the appropriate amount shall be added
to CoreLogic’s invoice via a separate line item and paid by
Customer, unless Customer provides CoreLogic with a valid tax
exemption certificate prior to issuance of the invoice. Such
certificate must be in a form authorized by the appropriate taxing
authority.
4. Trademarks. No right or license for either Party to use the
trademarks or service marks (collectively, the “Marks”) of the
other Party is granted under this Agreement, except that Customer
shall have the limited right to use the Marks solely as they appear
in the Services. Neither Party shall use the Marks of the other in
any advertising or promotional material nor shall Customer
disclose CoreLogic as a data source to any third party, except for
such disclosures required by federal, state or local government
law or regulations, or as otherwise may be prior authorized in
writing by the other Party. Customer shall not remove, alter or
obscure any Marks or proprietary notices contained in the
Services or other materials provided by CoreLogic. For purposes
of clarification, maintaining such Marks or proprietary notices in
the Services or other materials provided by CoreLogic shall not
be considered by CoreLogic to be a disclosure by Customer of
CoreLogic as a data source.
5. Compliance with Law; CCPA.
1.1 Compliance with Law. CoreLogic’s provision of
the Services and Customer’s use of the Services shall comply with
all applicable laws, statutes, ordinances and regulations, including
if and to the extent applicable, the Gramm-Leach Bliley Act of
1999 (15 U.S.C. Section 6801 et seq.) and the regulations
promulgated thereunder and the Interagency Guidelines
Establishing Standards for Safeguarding Customer Information.
Unless otherwise expressly stated in a SOW, Customer agrees and
acknowledges that the Services are not “consumer reports” as
defined in the Fair Credit Reporting Act, 15 U.S.C. 1681, et. seq.,
and Customer shall not use, or permit any End User to use, the
Services in whole or in part for the purpose of serving as a factor
in establishing a consumer’s eligibility for credit, insurance,
employment purposes, or any other purpose enumerated in 15
U.S.C. 1681b.
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1.2 California Consumer Privacy Act (CCPA). This
Section 5.2 applies to the extent that either Party receives personal
information of California consumers ("Personal Information")
from the other Party for the purpose of providing services for the
other Party under a SOW that is not otherwise subject to an
exception or exclusion under the CCPA, provided that such SOW
does not also permit the Personal Information to be licensed,
resold, or redistributed to third parties. The Party providing the
services is a "service provider" and the Party receiving the
services is a "business" as defined by the CCPA (Cal. Civ. Code
§§ 1798.100 et seq.) and the CCPA Regulations (Title 11, Div. 1,
Ch 20. §§ 999.300 et seq.). The service provider will comply with
the provisions set forth in § 999.314 (Service Providers), or
successor provision, of the CCPA Regulations.
6. Confidentiality.
6.1. Confidential Information. Each Party may obtain
nonpublic information from the other Party that is confidential
and proprietary in nature (“Confidential Information”). Such
Confidential Information includes, but is not limited to, the terms
of this Agreement, the Services and any information relating
thereto, information regarding a Party’s current, future and
proposed products and services, product designs, plans and
roadmaps, prices and costs, trade secrets, patents, patent
applications, development plans, ideas, samples, media,
techniques, works of authorship, models, inventions, know-how,
processes, algorithms, software schematics, code and source
documents, data, formulas, financial information, procurement
requirements, customer lists, suppliers, investors, employees,
business and contractual relationships, sales and marketing plans,
Personal Information, nonpublic personal information of
consumers as defined by the Gramm-Leach-Bliley Act (15 U.S.C.
Section 6809) and any implementing regulations or guidelines,
and any other information the receiving Party knows or
reasonably ought to know is confidential, proprietary, or trade
secret information of the disclosing Party. Confidential
Information may be written or verbal. Confidential Information
also includes any and all third-party nonpublic information
provided to the receiving Party by the disclosing Party.
6.2. Obligations. The Parties agree that at all times, and
notwithstanding the termination or expiration of this Agreement,
they shall hold all Confidential Information of the other Party in
strict confidence and trust, and shall not use, reproduce or disclose
the Confidential Information of the other Party to any person or
entity except as specifically permitted in this Agreement. Any
reproduction of Confidential Information shall remain the
property of the disclosing Party and shall contain all confidential
or proprietary notices or legends which appear on the original,
unless otherwise authorized in writing by the disclosing Party.
Each Party may disclose Confidential Information of the other
Party only to those of its contractors, consultants and advisors
(collectively, “Representatives”) who have previously agreed to
be bound by confidentiality terms and conditions at least as
restrictive as those set forth in this Agreement and who have a
need to know such information. The receiving Party shall be
responsible for any use of the disclosing Party’s Confidential
Information by the receiving Party’s Representatives. The
receiving Party shall promptly notify the disclosing Party upon
confirming any loss or unauthorized disclosure of the disclosing
Party’s Confidential Information. Within thirty (30) days of the
disclosing Party’s request, the receiving Party shall destroy the
disclosing Party’s Confidential Information and certify such
destruction in writing signed by an authorized representative of
the receiving Party.
6.3. Exclusions to Confidentiality. The restrictions on
use and disclosure of Confidential Information set forth in Section
6.2 (Obligations) shall not apply to the extent the Confidential
Information: (i) is or becomes generally available to the public
through no fault of the receiving Party (or anyone acting on its
behalf); (ii) was previously rightfully known to the receiving
Party free of any obligation to keep it confidential; (iii) is
subsequently disclosed to the receiving Party by a third party who
may rightfully transfer and disclose the information without
restriction and free of any obligation to keep it confidential; (iv)
is independently developed by the receiving Party or a third party
without reference or access to the disclosing Party’s Confidential
Information; or (v) is otherwise agreed upon in writing by the
Parties not to be subject to the restrictions set forth in Section 6.2
(Obligation). Notwithstanding that portions of the Services may
be derived in whole or in part from publicly available sources, the
Services and any of CoreLogic’s databases used in deriving the
Services are proprietary, copyrighted and trade secrets of
CoreLogic and, for the avoidance of doubt, are not excluded
under this Section 6.3 (Exclusions to Confidentiality) from the
restrictions on use and disclosure set forth in Section 6.2
(Obligations). For clarification purposes, the foregoing sentence
applies only to the Services and does not limit Customer’s ability
to use information obtained from other sources.
6.4. Disclosures Required by Law. The receiving Party
may disclose Confidential Information if required to do so as a
matter of law, regulation, subpoena or court order, provided that,
to the extent legally permitted: (i) the receiving Party shall
provide the disclosing Party with at least ten (10) days’ prior
notice of such disclosure, (ii) the receiving Party shall disclose
only that portion of the Confidential Information that is legally
required to be furnished, (iii) the receiving Party shall use
reasonable efforts to seek from the party to which the information
must be disclosed confidential treatment of the disclosed
Confidential Information; and (iv) the receiving Party allows the
disclosing Party to intervene in the action at its own cost.
7. Information Security. Each Party shall implement or have
an information security program that includes appropriate
administrative, technical, and physical safeguards reasonably
designed to: (i) ensure the security and confidentiality of
consumer information; (ii) protect against any anticipated threats
or hazards to the security or integrity of consumer information;
(iii) protect against unauthorized access to or use of consumer
information that could result in substantial harm or inconvenience
to any consumer; (iv) notify the other Party of a security breach
that materially impacts such Party’s Confidential Information and
(v) ensures disposal of the consumer information in a secure
manner. CoreLogic will furnish copies of applicable SSAE 18 or
equivalent reports it has in its control for processing Services to
Customer upon request. Customer is responsible for all activities
that occur within Customer’s assigned CoreLogic account(s),
excluding CoreLogic’s actions within such accounts. Customer
shall: (a) prevent unauthorized access to, or use of, the CoreLogic
provided applications (if any), and notify CoreLogic promptly of
any such unauthorized access or use of which Customer becomes
aware; (b) ensure that a user login is used by only one person (a
single login shared by multiple persons is not permitted); and (c)
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maintain the security of its users’ CoreLogic account names and
passwords.
8. Business Continuity. CoreLogic shall maintain appropriate
contingency plans providing for continued operation in the event
of a catastrophic event affecting CoreLogic business operations.
CoreLogic will furnish a summary of its business continuity
policies and practices to Customer upon request.
9. Indemnification.
9.1. Indemnification by CoreLogic.
(a) CoreLogic shall indemnify, defend and hold
Customer harmless from and against any losses, liabilities,
damages, costs and expenses (including, without limitation,
reasonable attorneys’ fees) arising from a claim, suit or
proceeding brought against Customer by a third party to the extent
it is based on a claim that the Services infringe a United States
Intellectual Property right (each, an “Infringement Claim”).
CoreLogic’s obligations with respect to this Section 9.1 are
conditioned upon: (i) Customer providing CoreLogic prompt
written notice of the Infringement Claim or threat thereof; (ii)
Customer giving CoreLogic full and exclusive authority to
conduct the defense and settlement of the Infringement Claim and
any subsequent appeal; and (iii) Customer giving CoreLogic all
information and assistance reasonably requested by CoreLogic in
connection with the conduct of the defense and settlement of the
Infringement Claim and any subsequent appeal.
(b) In addition to CoreLogic’s indemnification
obligations under Section 9.1(a) above, if an Infringement Claim
has been made, or in CoreLogic’s opinion is likely to be made,
CoreLogic may, at its sole option and expense: (i) procure for
Customer the right to continue using the Services; (ii) replace the
applicable Services with substantially similar services; (iii)
modify the Services so that it becomes non-infringing but
maintains substantially similar functionality; (iv) instruct
Customer to terminate its use of the affected Services and, in such
instance, refund to Customer a pro-rata amount of any prepaid
Fees actually paid by Customer for the unused portion of such
Services. If Customer does not accept or comply with
CoreLogic’s chosen option, CoreLogic shall have no obligation
to indemnify Customer for the Infringement Claim to the extent
resulting from such refusal or noncompliance.
(c) Notwithstanding the foregoing, CoreLogic
shall have no obligation to indemnify Customer to the extent an
Infringement Claim arises from (i) the combination, operation or
use of the Services with any other software, data, products or
materials not supplied by CoreLogic, (ii) the use of the Services
other than as expressly provided in the Permitted Applications or
otherwise in violation of the terms and conditions of this
Agreement; (iii) the alteration or modification of the Services by
any person other than CoreLogic; (iv) CoreLogic’s compliance
with Customer’s designs, specifications or instructions.
(d) THIS SECTION 9.1 (INDEMNIFICATION BY
CORELOGIC) SETS FORTH CORELOGIC’S ENTIRE
LIABILITY AND SOLE INDEMNIFICATION
OBLIGATIONS TO CUSTOMER WITH RESPECT TO ANY
THIRD PARTY CLAIMS.
9.2. Indemnification by Customer. Except for
CoreLogic’s indemnity obligations set forth in Section 9.1
(Indemnification by CoreLogic), Customer shall indemnify,
defend and hold CoreLogic harmless from and against all losses,
liabilities, damages, costs and expenses (including, without
limitation, reasonable attorneys’ fees) arising from a claim, suit
or proceeding brought against CoreLogic by a third party to the
extent it is based on: (i) the use of the Services by the Customer
or its Permitted Users (as defined in the applicable Addendum or
set forth in the applicable SOW), and/or (ii) Customer’s provision
of or CoreLogic’s use of any data, documentation or other
materials provided by Customer under this Agreement.
CoreLogic shall control the defense and any settlement of such
claim, and Customer shall cooperate with CoreLogic in defending
against such claim.
10. Term; Termination.
10.1. Term. This MSA shall commence on the Effective
Date. Provided there are no active SOWs in place, either Party
may terminate this MSA without cause upon notice to the other
Party. The term of each SOW is as specified in such SOW.
10.2. Termination for Cause. A SOW may be terminated
by either Party if the other Party breaches any provision of such
SOW, including a provision of this Agreement: (i) upon at least
30 days’ notice to the breaching Party if such breach is capable of
being cured and the breaching Party does not cure such breach
within the thirty (30) day period; or (ii) immediately upon notice
to the breaching Party for a breach of any license grant, breach of
Section 5 (Compliance with Law), or if such breach is not capable
of being cured. Additionally, in the event of a breach of any
license grant by Customer, CoreLogic may immediately suspend
access to or delivery of the Services and/or all obligations of
CoreLogic under this Agreement related to such Services shall
cease until such breach is remedied. During any period for which
access or delivery of the Services is suspended, Customer shall
continue to incur and pay any Fees due.
10.3. Termination for Insolvency. Either Party may
immediately terminate this MSA upon written notice to the other
Party in the event the other Party: (i) becomes insolvent; (ii) files,
submits, initiates, agrees to or is subject to any bankruptcy
petition, conservatorship, request or petition for appointment of a
receiver, or demand or application for voluntary or involuntary
dissolution; or (iii) makes a general assignment for the benefit of
its creditors. In the event that Customer files bankruptcy,
Customer agrees that, upon the written direction by CoreLogic,
CoreLogic is a critical vendor under the Bankruptcy Code and
will continue to be treated as a critical vendor throughout the
bankruptcy case. In the event that the Customer files bankruptcy,
Customer agrees that this Agreement is subject to Section 365 of
the Bankruptcy Code. In the event that Customer files
bankruptcy, Customer consents that the automatic stay is hereby
lifted with regard to the amounts owed by Customer to CoreLogic
without need for further court order by CoreLogic.
10.4. Effects of Termination. Upon expiration or
termination of a SOW, all license rights granted by CoreLogic to
Customer pursuant to such SOW shall terminate and Customer
shall promptly pay CoreLogic in full for all Services accessed,
ordered, or delivered. Customer acknowledges that Fees are
based on a minimum term. If any SOW is terminated due to
Customer’s breach, Customer shall, if applicable, promptly pay
CoreLogic the full amount of any outstanding Fees for the
remainder of the applicable term. Notwithstanding the foregoing,
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the Parties agree that if Customer orders or continues to use the
Services after the expiration or termination of the applicable
SOW, and CoreLogic accepts such orders or delivers such
Services, then such orders and use of the Services shall be
governed by the terms and conditions of this Agreement;
provided, however, that acceptance by CoreLogic of any order or
delivery of any Services after the expiration or termination of the
SOW shall not be considered an extension or renewal of the
applicable SOW, nor obligate CoreLogic to accept any future
orders or continue to deliver the Services.
11. Disclaimer. CERTAIN SERVICES ARE BASED
UPON DATA COLLECTED FROM PUBLIC RECORDS
SOURCES. UNLESS OTHERWISE SET FORTH IN AN
ADDENDUM OR SOW, THE SERVICES ARE PROVIDED
“AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER
EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, ANY WARRANTIES OF
MERCHANTABILITY, ACCURACY, COMPLETENESS,
AVAILABILITY, NON-INFRINGEMENT, OR FITNESS FOR
A PARTICULAR PURPOSE (EVEN IF THAT PURPOSE IS
KNOWN TO CORELOGIC), OR ARISING FROM A COURSE
OF DEALING, USAGE, OR TRADE PRACTICE.
12. Limitation of Liability. EXCEPT FOR CORELOGIC’S
GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR
FRAUD, CORELOGIC’S TOTAL LIABILITY AND
CUSTOMER’S EXCLUSIVE REMEDY UNDER OR
RELATED TO ANY SOW UNDER THIS AGREEMENT IS
LIMITED TO DIRECT MONEY DAMAGES NOT
EXCEEDING THE AMOUNT PAID BY CUSTOMER TO
CORELOGIC UNDER SUCH SOW DURING THE THREE (3)
MONTHS PRECEDING THE EVENT OR CIRCUMSTANCE
GIVING RISE TO SUCH CLAIM. THIS LIMIT IS
CUMULATIVE AND ALL PAYMENTS UNDER THE
APPLICABLE SOW ARE AGGREGATED TO CALCULATE
SATISFACTION OF THE LIMIT. THE EXISTENCE OF
MULTIPLE CLAIMS DOES NOT ENLARGE THE LIMIT. TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT SHALL CORELOGIC, OR ANY
PROVIDER OF INFORMATION USED BY CORELOGIC IN
PREPARING OR PROVIDING THE SERVICES, BE LIABLE
FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT,
SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST
PROFITS OR REVENUE, OR LOST OR DAMAGED DATA,
WHETHER ARISING IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE, EVEN IF CORELOGIC IS
AWARE OF THE POSSIBILITY OF SUCH LOSS OR
DAMAGES.
13. Customer Oversight; Regulatory Oversight; Pre-
Screening of CoreLogic Personnel.
13.1. Customer Oversight. CoreLogic agrees to provide
an annual due diligence package which will include: (i) an
information security program overview; (ii) a business continuity
program overview; and (iii) a SSAE 18 or equivalent SOC report.
Customer, upon request, will also be entitled to review via a
secure data portal, CoreLogic’s policies, standards, and collateral
evidence of security controls. In addition, CoreLogic agrees to
conduct quarterly client audits (each a “Quarterly Audit”) for its
clients to verify that CoreLogic understands and is capable of
complying with its obligations under this Agreement and
applicable law. Customer (subject to a non-disclosure agreement
reasonably acceptable to CoreLogic) will be able to participate in
the Quarterly Audit once per calendar year, which will include the
ability for Customer to perform a limited inspection of
CoreLogic’s premises under CoreLogic’s supervision, provided
that Customer shall not have access to files or systems that
contain information of other customers. If any Quarterly Audit
results in a finding that the Parties agree constitutes CoreLogic’s
noncompliance with the material terms of this Agreement,
CoreLogic shall take reasonable steps to remedy such finding or
provide Customer with a detailed report as to why it cannot be
remedied.
13.2. Regulatory Oversight. If Customer is required to
grant audit rights to a regulator having jurisdiction over Customer
under applicable law (“Regulator”) to verify CoreLogic’s
performance under the Agreement, Customer shall promptly
provide written notice to CoreLogic of such request, and any
information provided by CoreLogic shall be treated as
CoreLogic’s Confidential Information. CoreLogic shall
reasonably cooperate with such examination.
13.3. Pre-Screening of CoreLogic Personnel.
CoreLogic agrees prior to any employee providing Services to
Customer pursuant to this Agreement, CoreLogic shall, to the
extent permitted by applicable law, have administered the
following background screening guidelines: (i) social security
number verification (verifies and analyzes social security
numbers to match previous address information and potential
alias); (ii) criminal background check (for the past ten (10) years
or to the extent permitted by applicable law); (iii) employment
verification; (iv) education verification (highest degree attained);
(v) where required by applicable law, employee’s enrollment in
and participation in the requisite federal work authorization
program; (vi) drug screen, (vii) Extended Global Sanctions
Search (including an Office of Foreign Asset Control (OFAC)
check); (viii) credit history (for certain positions) and (ix) driving
record history (for certain positions).
14. GENERAL PROVISIONS.
14.1. Relationship of Parties. The Parties acknowledge
that this is a business relationship based on the express provisions
of this Agreement, they are independent of each other, and no
partnership, joint venture, agency, fiduciary or employment
relationship is intended or created by this Agreement. Neither
Party is the legal representative or agent of, nor has the power or
right to obligate, direct or supervise the daily affairs of the other
Party, and neither Party shall act, represent or hold itself out as
such. Notwithstanding any use of the term “partner” in this
Agreement or any Services, product or programs made available
to Customer, the Parties do not intend to create any legal
relationship or partnership between each other, and neither Party
will assert to any third party or otherwise claim that such a legal
relationship exists between each other.
14.2. Notices. All notices required under this Agreement
shall be sent to the addresses on the signature page of this
Agreement, and, if the notice relates to a specific SOW, to any
additional addresses listed in such SOW, to the attention of the
signatories, with a copy to the Legal Department of the Party. All
notices under this Agreement shall be deemed given: (i) when
delivered by hand; (ii) one day after being sent by commercial
overnight courier with written verification of receipt; or (iii) five
days after being sent by registered or certified mail, return receipt
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requested, postage prepaid. Either Party may change its address
for notification purposes by giving the other Party written notice
of the new address and the date upon which it will become
effective.
14.3. Assignment. Customer shall not assign or transfer
this Agreement or any rights or obligations under this Agreement
without CoreLogic’s prior written consent, which shall not be
unreasonably withheld. A change in control of Customer
constitutes an assignment under this Agreement. Any
unauthorized assignment or transfer of this Agreement or any
rights or obligations thereunder, shall be void and constitutes
ground for immediate termination of this Agreement by
CoreLogic. This Agreement binds and inures to the benefit of the
Parties and their respective permitted successors and permitted
assigns.
14.4. Severability. If any provision, or part thereof, of this
Agreement becomes or is declared invalid, illegal or
unenforceable in any respect under any law, such provision, or
part thereof, shall be null and void, and deemed deleted from this
Agreement. The validity, legality and enforceability of the
remaining provisions of this Agreement shall not in any way be
affected or impaired.
14.5. No Waiver. Any waiver is only valid to the extent
expressly set forth in writing. No waiver by either Party of any
right under this Agreement shall constitute a subsequent o r
continuing waiver of such right or any other rights under this
Agreement.
14.6. Injunction. Customer acknowledges that the
Services are a valuable commercial product, the development of
which involved the expenditure of substantial time and money.
Any violation of the licenses granted hereunder, confidentiality
obligations or infringement or misappropriation of CoreLogic’s
intellectual property rights may result in irreparable harm to
CoreLogic, for which CoreLogic may not have adequate remedy
in money or damages, and CoreLogic may seek injunctive relief,
in addition to (and not in lieu of) such further relief as may be
granted by a court of competent jurisdiction, without the
requirement of posting a bond or providing an undertaking.
14.7. Force Majeure. Neither Party shall be liable for any
failure or delay in its performance under this Agreement or
interruption of service, resulting directly or indirectly, from
circumstances beyond its reasonable control (including, but not
limited to, act of terrorism, war (declared or not declared), act of
any government, any acts of God, pandemic, civil or military
authority, labor disputes, shortages of suitable parts, materials or
labor, or any similar cause); provided that it notifies the other
Party as soon as practicable and uses commercially reasonable
efforts to resume performance.
14.8. Governing Law. This Agreement is governed by
and construed in accordance with the laws of the State of
California, without giving effect to its principles of conflicts of
law. Any litigation arising out of this Agreement shall be brought
by either Party in a court of competent jurisdiction located in
Orange County, California, and each Party hereby waives any
defenses it may have before such courts based on a lack of
personal jurisdiction or inconvenient forum. Each Party hereby
expressly and irrevocably waives the right to a jury trial. The
prevailing party shall be awarded its reasonable attorneys’ fees
and costs in any proceeding arising out of or related to this
Agreement.
14.9. Insurance. CoreLogic shall carry and maintain at all
times during the term of this Agreement, the lines of insurance
coverage with minimum policy limits as follows: (i) Workers’
Compensation with limits as required by applicable statute; (ii)
Employers’ Liability with limits of $1,000,000.00, per accident
or disease and policy limit; (iii) Commercial General Liability
with limits of $1,000,000.00, combined single limit bodily injury
and property damage, per occurrence and $2,000,000 in the
aggregate; (iv) Business Automobile Liability with limits of
$1,000,000.00, combined single limit, each accident; and (v)
Professional (Errors and Omissions) and Cyber Liability
coverage with a minimum combined single limit of $2,000,000.
CoreLogic shall use an insurance provider having an A.M. Best
Company rating of A- or better with financial size category of X
or higher.
14.10. No Third-Party Beneficiaries. CoreLogic and
Customer agree that this Agreement, including each Addendum
and each SOW, are for the benefit of the entities executing such
document(s) and are not intended to confer any rights or benefits
on any third party, including any employee or client of either
entity executing such document(s), and that there are no third
party beneficiaries as to this Agreement or any part or specific
provision of this Agreement.
14.11. Survival. The following sections shall survive the
expiration or termination of this Agreement: 2 (Ownership); 3
(Fees; Taxes); 6 (Confidentiality); 9 (Indemnification); 10.4
(Effects of Termination); 11 (Disclaimer); 12 (Limitation of
Liability); and 14 (General Provisions).
14.12. Construction. Section headings of this Agreement
have been added solely for convenience of reference and shall
have no effect upon construction or interpretation of this
Agreement. Unless the context otherwise requires, words
importing the singular shall include the plural and vice-versa.
The words “include,” “includes” and “including” shall mean
“include without limitation,” “includes without limitation” and
“including without limitation,” it being the intention of the Parties
that any listing following thereafter is illustrative and not
exclusive or exhaustive. All references to “days” shall mean
calendar days, unless otherwise specified. The Parties
acknowledge that this Agreement was prepared by both Parties
jointly, and any uncertainty or ambiguity shall not be interpreted
against any one Party.
14.13. Counterparts. This Agreement and each
Addendum and 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
Agreement is executed in counterparts, no signatory is bound
until all Parties have duly executed this Agreement. Any
signature executed and/or transmitted by electronic means,
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 Agreement.
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LICENSING ADDENDUM
TO
MASTER SERVICES AGREEMENT
This Licensing Addendum (“Licensing Addendum”) is entered into between CoreLogic Solutions, LLC, together with its
subsidiaries and affiliates (collectively, “CoreLogic”) and the customer identified below in the signature block to this Licensing
Addendum, together with its subsidiaries and affiliates (“Customer”) (collectively, the “Parties,” or individually, a “Party”).
This Licensing Addendum is subject to the Master Services Agreement and all subsequent amendments , exhibits, or
attachments thereto (“MSA”) between CoreLogic and Customer of even date herewith. Capitalized terms used without
definition in this Addendum have the meanings ascribed to them in the MSA. This Licensing Addendum is effective as of May
3, 2022.
1. LICENSE.
1.1 License Grant. Subject to the terms and conditions of this Licensing Addendum and the MSA, CoreLogic grants to
Customer and Permitted Users a non-exclusive, non-transferable, limited license to use the Services set forth in each
SOW solely for the Permitted Applications for each of the Services. There are no implied licenses under this Licensing
Addendum or the MSA. All rights not expressly granted herein are reserved.
1.2 License Restrictions. Customer and Permitted Users shall not use the Services for any purposes othe r than the
Permitted Applications in the applicable SOW. Without limiting the foregoing, and except to the extent expressly
authorized in the Permitted Applications in the applicable SOW, Customer and Permitted Users shall not: (i) disclose,
disseminate, reproduce or publish any portion of the Services in any manner; (ii) use the Services to create models,
analytics, derivative products or other derivative works; (iii) disassemble, decompile or reverse engineer CoreLogic’s
Confidential Information or any portion of the Services; (iv) allow access to the Services through any servers located
outside of Customer’s or any Permitted Users’ network; (v) use or store the Services outside the United States or
Canada; or (vi) use the Services in any way that is defamatory, threatening or harassing.
1.3 Destruction of Services. Within 30 days of expiration or termination of a SOW, Customer shall, to the extent
reasonably practicable, destroy all Services in Customer’s possession or control delivered under the terminated
SOW(s) and, upon request by CoreLogic, certify in writing signed by an officer of Customer that all Services have
been destroyed. If such Services are not destroyed in accordance with the foregoing, Customer shall pay CoreLogic
the Fees ordinarily and reasonably charged by CoreLogic for the Services until such time as such Services are
destroyed by Customer. Notwithstanding the foregoing, Customer may retain a copy of the Services in an archival
database, as required for regulatory compliance or internal record-keeping, and for no other use, commercial or
otherwise.
2. CUSTOMER ACKNOWLEDGMENTS. Customer acknowledges and agrees to the following:
2.1 Availability of Data. The availability of data elements in the Services varies substantially from area -to-area, and
circumstances may exist or arise that prevent CoreLogic from providing such data or achieving complete
representation of all data elements in the Services. Notwithstanding anything to the contrary, CoreLogic may limit or
discontinue the provision of the Services for geographic locations where: (i) CoreLogic is restricted by rules,
regulations, laws or governmental entities; (ii) CoreLogic has discontinued the collection of data; or (iii) CoreLogic
is prohibited by third party providers. In addition, CoreLogic may discontinue any Services it no longer generally
provides to its customers, and upgrade or change the support, delivery and maintenance of any Services.
2.2 Limitations of Services.
2.2.1 The Services do not constitute an appraisal of any subject property, and do not include a physical or visual
inspection of any subject property or an analysis of current market conditions by a licensed or certified
appraiser. The condition of any subject property and current market conditions may greatly affect the validity
of the Services. Customer shall not use the Services in lieu of a walk -through appraisal or other form of
appraisal by a certified appraiser.
2.2.2 Customer shall not construe the Services as a representation by CoreLogic as to the condition of title to real
property. The Services may not include all recorded conveyances, instruments or documents that impart
constructive notice with respect to any chain of title described in the Services.
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2.3 Use of Data. CoreLogic may use non-personally identifiable information provided by Customer for statistical
purposes, product enhancement, marketing analysis and related purposes. For purposes of this Licensing Addendum,
“non-personally identifiable information” means aggregated and anonymized data which does not identify a specific
person or organization.
3. PERMITTED USERS.
Before providing any Services to a Permitted User, Customer shall require the Permitted User to agree in writing that its
use of the Services will comply with the Permitted Applications contained in the applicable SOW. Such agreement also
shall name CoreLogic as an express third party beneficiary to the agreement. Notwithstanding the foregoing, Customer
shall remain fully responsible for any use of the Services by its Permitted Users.
4. AUDITS.
Upon 5 days’ prior written notice, CoreLogic may audit Customer for purposes of ensuring Customer’s compliance with
the terms and conditions of the Agreement. CoreLogic may choose the auditor in its sole discretion. CoreLogic or its
designee may, during the course of such examination, make copies or extracts of Customer’s books and records relating
to Customer’s compliance with the terms of the Agreement. CoreLogic shall treat all information reviewed during an audit
as confidential. Any such audit shall take place during regular business hours, shall not unreasonably disrupt Customer’s
operations, and shall be conducted under Customer’s supervision. If the audit indicates there is a breach in Customer’s
compliance with the Agreement, Customer shall pay for the cost of such audit. Additionally, in the event CoreLogic finds
that Customer has underpaid the Fees due to CoreLogic, Customer shall, within 30 days of di scovery of such
underpayment, remit to CoreLogic the full amount of such underpayment. If Customer does not cooperate with
CoreLogic’s request to audit for compliance, Customer shall be deemed to be in breach of the Agreement, for which
CoreLogic may immediately terminate the Agreement.
5. SURVIVAL.
The following sections shall survive the expiration or termination of this Licensing Addendum: 1.2 (License Restrictions),
Section 4 (Audits) and Section 5 (Survival).
IN WITNESS WHEREOF, the Parties have caused this Licensing Addendum to be duly executed. Each Party warrants and
represents that its respective signatories whose signatures appear below have been and are on the date of signature duly
authorized to execute this Licensing Addendum.
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
DocuSign Envelope ID: 03BA8935-E560-4887-8FF1-CE406D413F25
Damon Littlejohn
5/4/2022
Executive, Sales
DocuSign Envelope ID: 185A7870-C888-49C3-8AE0-527FF50F4F2D
Armando G. Villa
City Manager
5/26/2022