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Service Solicited - 2013 - Digital Map Products - Digital Map Products DIGITAL MAP Date: 08/26/2013 PRODUCTS Account Manager: Matthew Nichols Agreement#:MSN09-EAGLE-07A 18831 Von!Carman Avenue Suite 200,Irvine,CA 92612(949)333-5111 (OFFICE USE ONLY) ovClarityl"I Communit .ViewTM" Order Form Agency Contact Name: City of Eagle Name: Contact Street Name: Mike Aho Address: City, State& Position: Parks and Recreation Director Zip: Street Address: 660 E Civic Ln Phone: City,State& Zip: Eagle,ID 83616 E-mail: Phone: Agreement Term: 09/01/2013 thru 10/01/2015 E-mail: Billing Start Date: 10/01 2013 TECHNICAL ACCOUNT LIAISON Billing Frequency: Annual Contact Name: Mike Aho Billing Method: Email E-mail: maho @cityofeagle.org Payment Method: Check Phone: (208)489-8775 Payment Terms: Net 30 #of Population: 21,025 Users: 12 Valid Thru: 10/1/2015 ORDER DETAIL List Price Discount % Total GovClarity' Enterprise(Per Parks and Recreation Dept.) ' $8,420 $0 0% $8,420 CommunityViewTM Year 1 $12,000 $12,000 100% $0 Communit View'"Year 2 $12,000 $6,800 56% $5200 Planning Module $1,450 $0 0% Public Works Module $2,850 $0 0% Issue Reporting Module $2,400 $0 0% Bundled pricing for all Modules $5,770 $0 0% IF SERVICES Local Government Product Qty List Price Discount % Total Quick Start Program $2,000 $2,000 100% INCLUDED On-Site Training(Per Day Charge) $2,500 $0 0% Additional Integration of Applications(Per Application) $1,800 $0 0% Concierge Service(Annual Subscription Service) $12,000 $0 0% Best Practices Consultation(One-Time Charge) $10,000_ $0 0% Custom Imagery Upload TBD N/A N/A .,..,. „77 .......aT:.. Demographic TBD N/A N/A Premium Points of Interest TBD N/A N/A Parcel Boundaries TBD N/A N/A Pro.ert Information TBD N/A N/A ANNUAL CONTRACT ' � _ $8,420 ANNUAL CONTRACT TOTAL Year 1&2 (discount for two year contract) $13,620 Processing Instructions(INTERNAL USE ONLY): Kg DIGITAL MAP Date: 08/26/2013 [� ((�� �+ Account Manager:Matthew Nichols PRODUCTS Agreement#:MSN09-EAGLE-07A 18831 Von Karman Avenue Suite 200,Irvine,CA 92612(949)333-5111 (OFFICE USE ONLY) r e way « k ( rxm Contact: Matthew Nichols Contact: Benjamin Webb Title: Northwest Region Sales Mgr. Title: Solutions Consultant Phone: 541-944-0611 Phone: 949-333-5186 E-mail: mnichols @digmap.com E-mail: bwebb @digmap.com DIGITAL MAP PRODUCTS-BUSINESS INFORMATION Address: Digital Map Products, Inc. Phone: 949-333-5111 18831 Von Karman Avenue, Suite 200 Fax: 949-333-5112 Irvine,CA 92612 DUNS: 087971961 NAICS/SIC: 541512 Small Business Website: http://www.digmap.com Certification: 50399 The parties agree to the terms contained herein including all exhibits.This Agreement may be executed in counterparts with the same force and effect as if executed in one complete document. _SIGNATURES Igi a ucts, Inc. A• orized Signature Signature ._.Jtt6t 5 v ,Vd.S James Skurzynski Printed Name V Printed Name � A CEO 1N dy President Title V Title Date Date EXHIBIT A Digital Map Products - Terms and Conditions 1. LICENSE,SUBSCRIPTION,AND PAYMENT 1.1 License. Subject to the terms of this Agreement,Digital Map Products(DMP)grants to Customer a limited,non-exclusive, non-transferable,and non-assignable license to access and use the Provided Content. In GovClarityll",customers access and use of the Provided Content shall be solely for its normal internal business activities by its employees and consistent with Customer's representations to DMP. For CommunityView'm Public Website Usage,customers access includes the Services in:(i)a Company Application that will serve as a map display and/or locator,available to constituents on the City owned and operated publically available websites(including mobile websites or apps)and in any Company Application which is used to track,view and manage Assets that are city owned based on their GPS or other sensor based location. 1.2 Payment for the License and Subscription. In exchange for the license or services granted,the Customer agrees to pay all the fees listed in this order, All invoices are due upon receipt and are payable in accordance with the payment schedule. Any invoice not paid within thirty(30)days of its scheduled payment date shall be considered past due. 1.3 Non-Payment or Failure to Pay. A charge of one and one-half percent(1.5%)per month may be assessed on any outstanding and past due invoices until paid in full. Customer will be charged for any cost of collections including,but not limited to,agent fees,legal fees and costs,and other associated expenses. If Customer's access and use is terminated or suspended due to non-payment or non-compliance,Customer shall nonetheless still be responsible for any fees as set forth in this Agreement. If DMP does not receive from Customer payment for the invoiced amount within thirty(30)days of its due date,DMP may suspend Customer's access and use of the Provided Content,until Customer brings its account current. 2. DURATION OF AGREEMENT&TERMINATION 2.1 Term of Agreement. This Agreement will continue for the period defined in the Order Form as the Current Term. Upon termination of this Agreement,all licenses granted by DMP under this Agreement are immediately revoked. 2.2 Termination by Customer. DMP shall have the right to make a material modification to any of the content of,or discontinue any of the content of the Provided Content at any time with ninety(90)days prior written notice to Customer. Upon receipt of such notice from DMP,Customer may terminate this Agreement as of the effective date of the change by providing written notice to DMP at least thirty(30)days prior to the effective date of the change. 3. WARRANTY&LIMITATION OF LIABILITY 3.1 Limited Warranty. Each party represents and warrants that it has full power and authority to enter into this Agreement. Each party will indemnify and defend the other and its officers,directors,employees,and agents from third party claims arising out of or related to a breach of such party's representation or warranty in this Agreement. 3.2 Disclaimed Warranties. Except for any express warranties,DMP and each contributor to the Provided Content disclaims all warranties,including but not limited to any warranty of design,merchantability,fitness for a particular purpose,and against infringement. DMP and each contributor make no representation or warranties that the Provided Content is accurate and free of errors and/or omissions. As such the Provided Content is not suitable for use in emergencies. Customer accepts the Provided Content on an'as is°,'as available"basis. 3.3 Limitation of Liability. DMP shall not be liable for any loss,injury,claim,or damage of any kind resulting in any way from Customer's use of the Provided Content(regardless of any assistance from DMP in using the content)or from any delay or failure in performance beyond the reasonable control of DMP. The aggregate and maximum liability of DMP in connection with any claim arising out of or relating to this Agreement shall be limited to a refund of 12 months of fees and taxes paid by Customer to DMP. DMP shall not be liable for any special,indirect,incidental,or consequential damages of any kind whatsoever(including attorneys'fees)arising in connection with Customer's use of the Web site,Provided Content,or the failure of DMP to perform its obligations,regardless of any negligence alleged. Digital Map Products -Terms and Conditions (Continued) 4. RULES AND OBLIGATIONS 4.1 Ownership. Customer acknowledges that the Web site and Provided Content are the intellectual property(patent, trademark,trade dress,copyright,trade secret)of DMP and agrees not to infringe DMP's intellectual property rights. 4.2 Copyright. Customer understands that DMP licenses copyrighted content and also understands that access and use of this copyrighted content is restricted by this agreement,DMP's copyrights and by the licenses granted to DMP by third parties. 4.3 Rights Reserved by DMP. Except for the license rights granted in this Agreement,DMP retains all rights in the Provided Content. 4.4 Preservation of Notices. Customer agrees to include,and will not remove or obscure,any copyright,trademark,patent,or other notices appearing on the Web site and Provided Content including any visual or hardcopy depictions of the same(i.e. Visual Output(s)or Print Output(s)). 4.5 Trade Secrets and Confidential Information. Customer also understands that the Web site and Provided Content are based on and include proprietary trade secrets and confidential information of DMP. Customer will not modify,adapt, translate,reverse engineer,decompile,or disassemble any portion of the Web site or Provided Content. To the extent allowed by law,Customer will treat the Web site and Provided Content with at least the same degree of care(and no less than a reasonable degree of care)as that which it treats its own trade secrets and confidential information. 4.6 Consent to Use of Data. Customer agrees that DMP may collect and use technical information gathered as part of the product support services provided to the Customer under this Agreement. DMP may use this information solely to improve DMP's products or to provide customized services or technologies. 4.7 Works by DMP.Customer agrees that any works commissioned or undertaken by DMP pursuant to this Agreement shall be and remain the property of DMP. 4.8 New Use.Customer further agrees that only individuals employed and/or authorized by the subscribing organization may access and use GovClarityT"'as provided through login permission by the City. Access to CommunityViewT'"may not be limited as it is publically available via the intemet. 4.9 Injunctive Relief.Customer acknowledges that in the event of its use of the Provided Content for a use not specifically provided for in this Agreement,DMP will not have an adequate remedy in money or damages. As such,should Customer misuse the Provided Content,DMP and its Contributors shall have the right to seek injunctive relief against Customer to cease the misuse of the Provided Content. 5. ADDITIONAL PROVISIONS 5.1 Non-Assignability. Neither party may assign or transfer this Agreement without the prior written consent of the other party. Any unauthorized assignment or transfer will be null and void,and enables termination. This Agreement is binding upon any authorized successor or assignee. 5.2 Entire Understanding. This Agreement is the parties'entire agreement relating to its subject,and supersedes any prior or contemporaneous agreement on that subject. Any amendment must be in writing and expressly state that it is amending this Agreement. 5.3 Governing Law&Arbitration.This Agreement is governed by California law,excluding California's choice of law rules. All disputes relating to this Agreement will be subject to binding arbitration pursuant to the rules of the American Arbitration Association or the Judicial Arbitration And Mediations Services,Inc. The exclusive place of the arbitration shall be in Orange County,California. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.For the purpose of entry of judgment on such an award,the parties consent to personal jurisdiction in the courts of Orange County,California.