Digital Map Products/CityGIS 14Date: 7/24/204
DIGITAL MAC' Account Managerr1Mary Kane
PRODUCTS Agreement: LaQuinta-MK140701GC_2Mo
18831 Von Karman Avenue Suite 200, Irvine, CA 92612 (949) 333-5111 (OFFICE USE ONLY)
Agency Name: City of LaQuinta
Contact Name: (Same)
Contact Name: Mason Lord
Street Address:
Position: IS Analyst
City, State & Zip:
Street Address: Tampico
Phone:
City, state &zip- La Quinta, CA 92253
E-mail:
Phone: (760)777-7108
Agreement Term:
07/01/14' thru 08/31/14
E-mail: miord@la-guinta.org
Billing Start Date:
07/01/14
TECHNICAL ACCOUNT UAISON
Billing Frequency:
Annual
Contact Name: Mason Lord
Billing Method:
Email
E-mail: mlord@la-guinta.org
Payment Method:
Check
Phone: (760) 777-7108
Payment Terms:
Net 30
Population: 38,783 #of users: Unlimited
(Coverage for two (2) months $20,000 $3,333 I
JCONNECT- - Constituent Engagement Application $4,800 1
CAPTURE' - Mobile A
Planning Module
Full Access to API and
Customer Success Resource
(1) On -Site Training session 52,500
Tax Maps Included
Support: Live* (888) 322-MAPS (6277) x2 support@digmap.com Included
Resources: On -Line I On -Demand
included
1 2014 Subscription Subtotal 1 $3,333 1
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DIGITAL MAP
PRODUCTS
18831 Von Karman Avenue Suite 200, Irvine, CA 92612 (949) 333-S111
Date: 7/24/204
Account Managerr1Mary Kane
Agreement: LaQuinta-MK140701GC 2Mo
(OFFICE USE ONLY)
Riverside County Parcel Boundaries (City-wide + 500' Buffer) On -site delivery special Quote (Annual Update)
Riverside County Property Information (City-wide + 500' Buffer) On -site delivery Special Quote (Monthly Update)
Annual Data Subtotal
$0
Custom Success Plan - GIS Consulting Services
$10,000
Demographic Data
Special Quote
Premium Points of Interest (POI) Data
Special Quote
Premium Imagery (Annual Updates) in GovClarity—
Special Quote (Annual Update)
Premium Imagery (Annual Updates) both in GovClar!Wm and On -Site Delivery Special Quote (Annual Update)
2014 ANNUAL CONTRACT TOTAL
$3,333
A -
Contact: Mary Kane
Title: Account Manager, Major Accounts
Phone: 949.555.5147
E-mail: mkane@dismap.com
Contact: Karen Figgins
Title: Product Advocate
Phone: 949.333.5184
E-mail: kfieeins@diemap.com
Address: Digital Map Products, Inc.
18831 Von Karman Avenue, Suite 200
Irvine, CA 92612
Website: http://www.digmap.com
Phone: 949-333-5111
Fax: 949-333-5112
DUNS: 087971961
NAICS / SIC: 541512
'Small Business Certification: 50399
o LaQuintac;:Kuthorized Signature
�irrl ld 16
Printed Name
.A., , . / _ " L
Title '
-71A LfUd/47
Page 2 of 9
'ta I Ma ro ucts, Inc. Signature
James Skurzynski
Printed Name
CEO I President
Title
'7 ZZ/ Ll 4f
ate
Date: 7/24/2014
DIGITAL MAP Account Manager: Mary Kane
PRODUCTS Agreement: LaQuinta-MK140701GC_2Mo
18831 Von Karman Avenue Suite 200, Irvine, CA 92614 (949) 333-5111 (OFFICE USE ONLY)
EXHIBIT A
Digital Map Products - Terms and Conditions
1. LICENSE, SUBSCRIPTION, AND PAYMENT
1.1 License. Subject to the terms of this Agreement, Digital Map Products (DMP) grants to Customer a limited, non-exclusive, non -transferable, and non -
assignable license to access and use the Provided Content in GovClarityTM, customers access and use of the Provided Content shall be solely for its
normal internal business activities by its employees and consistent with Customers representations to DMP. For CommunityUewTm 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 (1.51/6) 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 asset forth in this Agreement. If DMP does not receive from Customer payment for the invoiced amount within thirty (30) days
of its due date, DMP may suspend Customer's access and use of the Provided Content, until Customer brings its account current.
2. DURATION OF AGREEMENT & TERMINATION
2.1 Term of Agreement. This Agreement will continue for the period defined in the Order Form as the Current Term. Upon termination of this Agreement,
all licenses granted by 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 parry's
representation or warranty in this Agreement.
3.2 Disclaimed Warranties. Except for any express warranties, DMP and each contributor to the Provided Content disclaims all warranties, including but
not limited to any warranty of design, merchantability, fitness for a particular purpose, and against infringement DMP and each contributor make no
representation or warranties that the Provided Content is accurate and free of errors and/or omissions. As such the Provided Content is not suitable for
use in emergencies. Customer accepts the Provided Content on an 'as is', "as available" basis.
3.3 Limitation of Liability. DMP shall not be liable for any loss, injury, claim, or damage of any kind resulting in any way from Customers use of the
Provided Content (regardless of any assistance from DMP in using the content) or from any delay or failure in performance beyond the reasonable
control of DMP. The aggregate and maximum liability of DMP in connection with any claim arising out of or relating to this Agreement shall be limited to
a refund of 12 months of fees and taxes paid by Customer to DMP. DMP shall not be liable for any special, indirect, incidental, or consequential
damages of any kind whatsoever (including attomeys' fees) arising in connection with Customers use of the Web site, Provided Content, or the failure
of DMP to perform its obligations, regardless of any negligence alleged.
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Date: 7/24/2014
DIGITAL �yy MAP Account Manager: Mary Kane
PRODUCTS
y
d— R V D l.,J� C T S Agreement: LaQuinta-MK340701GC_2Mo
18831 Von Karman Avenue Suite 200, Irvine, CA 92614 (949) 333-5111 (OFFICE USE ONLY)
Digital Map Products - Terms and Conditions (Continued)
4. RULES AND OBLIGATIONS
4.1 Ownership. Customer acknowledges that the Web site and Provided Content are the intellectual property (patent, trademark, trade dress, copyright,
trade secret) of DMP and agrees not to infringe DMP's intellectual property rights.
4.2 Copyright Customer understands that DMP licenses copyrighted content and also understands that access and use of this copyrighted content is
restricted by this agreement, DMP s copyrights and by the licenses granted to DMP by third parties.
4.3 Rights Reserved by DMP. Except for the license rights granted in this Agreement, DMP retains all rights in the Provided Content
4.4 Preservation of Notices. Customer agrees to include, and will not remove or obscure, any copyright, trademark, patent, or other notices appearing on
the Web site and Provided Content including any visual or hardcopy depictions of the same (i.e. Visual Output(s) or Pant 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. Customerfurther agrees that only individuals employed and/or authorized by the subscribing organization may access and use GovClarityTM
as provided through login permission by the City. Access to CommunityViewTm 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 assignor 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 Califomia 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.
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