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HomeMy WebLinkAboutParcelQuest 2019-05-01C413/924 3 LICENSE AGREEMENT (this "Agreement") Dated: May 1, 2019 Between The City of Ukiah ParcelQuest - And - A California Corporation ("Licensee") ("ParcelQuest") ParcelQuest creates and markets real estate information databases, which data has been recorded, calculated, processed, formatted, and presented using ParcelQuest proprietary methods and software, all of which are subject to United States Copyright protection. ParcelQuest agrees to provide to the Licensee, identified and witnessed in this Agreement, a non-exclusive license to use the Licensed Data described in Appendix A, which is hereby incorporated into this Agreement, subject to the terms and conditions stated herein: NOW THEREFORE in consideration of the promises and other good and valuable consideration had and received, ParcelQuest and Licensee hereby agree as follows: 1. Definitions In addition to the terms defined above, the following terms will have the meanings specified below when used in this Agreement with initial capital letters: (a) Fees: As defined in Section 4.1 hereof. (b) Licensed Data: The data described in Appendix A, Part A, hereto. (c) Permitted Applications: The applications set forth in Appendix A, Part B hereto. (d) Processor: An entity independent of Licensee which processes data on behalf of Licensee. (e) Term; Initial Term: The Initial Term and any Renewal Term. Subject to the termination provisions of Article 7, the Initial Term of this Agreement ("Initial Term") is the period described in Appendix A, Part C hereto. This agreement shall have no Renewal Term unless otherwise specified in Appendix A, Part C. (1) Sublicensing: The redistribution of data, in whole or in part, alone or in combination with other products or services Licensee may offer, through any individual or company which has not been licensed as a distributor of the data by ParcelQuest. This includes, but is not limited to, distribution of the data on magnetic media, by electronic transmissions, or through gateway relationships linking on-line services. (g) Licensed Server: A server or servers under the exclusive control of Licensee, for which a license has been purchased from ParcelQuest for the purpose of storing the Licensed Data for access by Local, Network, and Client End Users. (h) Local End User: Any individual employee or authorized agent of Licensee having access to the Licensed Data and whose primary, long-term source of Licensed Data is a copy of all or any portion of the Licensed Data which resides on their local workstation. (i) Network End User: Any individual employee or authorized agent of Licensee having access to the Licensed Data and whose primary, long-term source of Licensed Data is a copy of all or any portion of the Licensed Data which resides on a Licensed Server. Network End Users may download or import limited portions of the Licensed Data to their local workstation for limited additional purposes such as printing, analysis, quality assurance purposes, and/or processes that relate to the fulfillment of Licensee's Own Use as described in Appendix A, Part B-1. However, if the downloaded or imported portion of the Licensed Data later becomes the End User's primary source of Licensed Data for work unrelated to the task for which the Licensed Data was originally downloaded or imported, Licensee shall notify ParcelQuest for the purpose of converting the Network End User in question to a Local End User with all relevant license fees being applicable. (j) Client End User: Any individual or entity, other than an individual employee or authorized agent of Licensee, to whom Licensee provides access to all or any portion of the Licensed Data. This Definition is not intended to authorize the Licensee to provide the Licensed Data to Client End Users unless Appendix A, Part B- 1 so provides. 2. Grant of License 2.1 License: Subject to the reservations of rights and exceptions set forth herein, ParcelQuest hereby grants Licensee during the Term the non-exclusive right to use the Licensed Data only for the Permitted Applications, with no right to provide such data to any other party or to sublicense such data unless otherwise provided in Appendix A, Part B. Except as expressly provided in the limited license provided herein, ParcelQuest reserves all rights in and to: (i) the Licensed Data; (ii) all underlying data, compilations and information gathered, compiled or published by ParcelQuest in connection with its creation and preparation of the Licensed Data; (iii) all other data, compilations and publications created, prepared or authored by ParcelQuest not consisting of the Licensed Data; and (iv) all copyrights and other proprietary rights in any of the foregoing. 3. Delivery Dates and Media 3.1 Delivery Dates: ParcelQuest will provide Licensee access to the initial file and updates of the Licensed Data on or before the date specified in Appendix A, Part D-1 and D-2 respectively. 3.2 Delivery Media: ParcelQuest will provide Licensee access to the Licensed Data via electronic transfer. 4. Fees 4.1 Consideration: In consideration of the rights granted Licensee hereunder, Licensee will pay ParcelQuest the Fees described in Appendix A, Part E hereto ("Fees"). 4.2 Report and Payment of Royalties: If the Fees include royalty payments, the following provisions will apply: (a) Report: Within thirty (30) days after the end of each calendar month, Licensee will provide ParcelQuest a detailed and accurate statement of the calculation of all such royalty payments earned with respect to such month, together with payment thereof. Further, Licensee agrees to provide a sample of such reports to ParcelQuest within thirty (30) days following the execution of this Agreement for ParcelQuest approval. (b) Audit: Licensee will maintain current, accurate and complete books and records relating to its usage of the Licensed Data and all payments due ParcelQuest hereunder. ParcelQuest or its designee (which may be a certified public accountant chosen by ParcelQuest) may, at any time while this Agreement is in effect and for a period of six months thereafter, require Licensee to provide a certified statement prepared by a certified public accountant, at Licensee's expense, verifying the accuracy of records relating to Licensee's usage of the Licensed Data and all payments due ParcelQuest. If such certified statement indicates any errors in Licensee's records, ParcelQuest, or its designee, may, on reasonable advance notice to Licensee and during reasonable business hours, examine, inspect and audit such books and records and any source documents pertaining thereto for the limited purpose of verifying the accuracy of Licensee's reports and the amounts due hereunder. ParcelQuest, or its designee, may, during the course of such examination, review or audit and make such copies and/or extracts of Licensee's books and records relating to Licensee's usage of the Licensed Data. ParcelQuest shall treat all such information reviewed during an audit as confidential and will not disclose same to any third party (excluding ParcelQuest's designee) without the written consent of Licensee. 4.3 Taxes: In addition to the Fees, Licensee shall pay all applicable taxes (excluding those based upon ParcelQuest's net income), fees and assessments now or hereafter imposed by any governmental authority with respect to the Licensed Data licensed hereunder. 5. Intellectual Property; Ownership; Confidentiality 5.1 Acknowledgment: Licensee acknowledges ParcelQuest's valuable rights in and to the compilations of the Licensed Data and the data those compilations contain, including ParcelQuest's copyrights and other proprietary rights therein. 5.2 Restriction on Copying, Disclosure, Commingling and Use: Without ParcelQuest's prior written consent, Licensee will not: (a) disclose any portion of the Licensed Data in any manner other than as expressly authorized in this Agreement; (b) provide or cause to be provided data including the Licensed Data to a Processor unless such Processor provides a written certification to ParcelQuest acknowledging that Processor will not use the Licensed Data except for fulfilling its processing obligations to Licensee; (c) use, merge, commingle or mix the Licensed Data or any portion thereof with other data from any other source; (d) make any copies of the Licensed Data in any form except for two (2) authorized back-up copies; (e) transfer the Licensed Data to any other party except as expressly permitted herein; or (f) decompile, disassemble or reverse engineer, or cause or allow any third party to decompile, disassemble or reverse engineer any of the Licensed Data or the software code or any computer software program allowing for the retrieval and/or access of such Data. 5.3 Contractual Restrictions on End Users: If Appendix A, Part B indicates that the Permitted Applications include providing the data to Client End Users, Licensee by contract will impose the following restrictions on each Client End User to which Licensee provides the Licensed Data: (i) Such party shall use the Licensed Data only for the purposes described for Client End Users in Appendix A, Part B and shall not use the Licensed Data, or any portion thereof, to build or enhance any database in any form for resale or redistribution; and (ii) Such party shall not provide the Licensed Data, or any portion thereof, or derivative products or services produced from the Licensed Data, in any form to any other person without the prior written consent of ParcelQuest. (iii) Such party shall not publish, broadcast or otherwise make public the owner's name, address, property value, location or characteristics of any individual property owner, nor permit any other party to make such disclosure without the express written consent of said property owner and ParcelQuest. This Section 5.3 is not intended to authorize the Licensee to provide the Licensed Data to Client End Users unless Appendix A, Part B so provides. 5.4 Contractual Restrictions on Sublicensees: If Appendix A, Part B-2 indicates that the Permitted Applications include the right to sublicense the Licensed Data, (i) any such sublicense shall contain restrictions on such sublicensee's use of the Licensed Data comparable to the restrictions imposed on Licensee by this Article 5 and any additional restrictions set forth in Appendix A, Part B-2; (ii) Licensee will require such sublicensee to include in any agreement for the sale of Licensed Data restrictions on third parties comparable to the restrictions set forth or described in Section 5.3; and (iii) such sublicensee shall have no right to further sublicense the Licensed Data. ParcelQuest may require as a condition to its approval that a sublicensee obtain a performance bond in favor of ParcelQuest to assure such sublicensee's compliance with the restrictions set forth herein. This Section 5.4 is not intended to authorize the Licensee to sublicense the Licensed Data unless Appendix A, Part B-2 so provides. 5.5 Trademarks, Copyrights Etc.: Neither party will use, or permit their respective employees, agents and subcontractors to use, the trademarks, service marks, copyrighted material, logos, names, or any other proprietary designations of the other party, or the other party's affiliates, whether registered or unregistered, without such other party's prior written consent. Notwithstanding the preceding, Licensee shall be responsible at all times for the entire supervision, management and control of the Licensed Data incorporated into Licensee's own computer system(s) and under Licensee's control, including without limitation all responsibility for back-up plans, security, insurance, maintenance and all other activities necessary for effective utilization of the system as well as protection of proprietary ParcelQuest interest in the Licensed Data. Any possession or use of the Product and/or information not expressly authorized under this Agreement is strictly prohibited, nor may any use not expressly authorized under this Agreement be waived by ParcelQuest except in a written authorization. Licensee acknowledges that neither this Agreement nor the conduct of the parties subsequent to the execution thereof shall be construed to create a grant, implied or otherwise, of collateral rights in this License, nor can such be granted except by express written grant of ParcelQuest. 5.6 Return of Database: Upon termination of this Agreement, Licensee shall return or cause to be returned to ParcelQuest, or pursuant to ParcelQuest's instructions destroy, all copies of the Licensed Data in its possession (or provided by it to any other party), together with all excerpts of or extracts from said Licensed Data along with all reference material, and supporting documentation furnished to Licensee by ParcelQuest. At the time of such return or destruction, Licensee shall deliver to ParcelQuest a certificate executed by an officer of Licensee attesting to the fact that all such copies of, excerpts of an extracts from the Licensed Data have been returned to ParcelQuest or destroyed as provided for hereunder. 5.7 Further Acknowledgement: The mere act of running a diagnostic, while not expressly prohibited by ParcelQuest, shall in no way be construed to be a grant of further license by ParcelQuest to Licensee in the Licensed Data or ParcelQuest software beyond that expressed in this license. 5.8 Property: The software products and Licensed Data information and dial-up access provided by ParcelQuest are owned and copyrighted by ParcelQuest. No ownership rights beyond the License granted herein are conferred to any ParcelQuest product or information, and, except for the License provided, ParcelQuest reserves all rights in and to the Licensed Data and related software, including but not limited to the exclusive rights under copyright and the right to grant further licenses. The Licensed Data is for the sole use within Licensee's own organization. Licensee shall not lend or transfer or copy the Licensed Data, for any purpose, (except as detailed in 5.2(d), above), without prior written consent from ParcelQuest. Title to all copies of the Licensed Data and any software related thereto, including back-up copies, shall remain exclusively with ParcelQuest, and no rights whatsoever in such title may be further waived or granted by any employee or agent of ParcelQuest, including, but not limited to, those rights granted by the 1976 Copyright Act, as amended (17 U.S.C.). Licensee further assumes all liability and is financially responsible for any unauthorized use of the Licensed Data and any software related thereto. 5.9 Government Code Compliance: Licensee shall use the data and images in accordance with the law. Licensee shall not knowingly post on the Internet, or host or provide service to an Internet Web site that posts, or discloses, the home address or telephone number of any elected or appointed official, or of the official's residing spouse or child, in violation of California Government Code Section 6254.21. 5.10 Not Subject to the Public Records Act. Records, data, compilations thereof, charts, graphs, spreadsheets, and related software licensed hereunder ("Licensed Data") are subject to the protection of the Copyright laws of the United States at 17 U.S. Code, §§101, et seq., and exempt from disclosure under the Public Records Act, Government Code §§ 6250, et seq. Specifically, the Licensed Data including output data is the result of the creative work and the application of algorithms designed internally by Licensor. Furthermore, any de compilation, disassembling and/or reverse engineering of the Licensed Data is in violation of this Agreement and Licensee's use and distribution of the Licensed Data are strictly limited by this Agreement. Under no circumstances shall Licensee disclose or provide any of the Licensed Data to any third party pursuant to, but not limited to, public records requests. 6. Warranties and Indemnification 6.1 ParcelQuest Warranties. ParcelQuest warrants to Licensee that ParcelQuest has the right to license the information in the Licensed Data. ParcelQuest does not guarantee the accuracy or reliability of such information. Such warranty is the only warranty ParcelQuest has given Licensee with respect to the Licensed Data, and such warranty is in lieu of all other warranties, express or implied, including, for example, warranties of merchantability or fitness for a particular purpose. 6.2 Limitation of Liability. Notwithstanding any other provision of this Agreement, under no circumstances will ParcelQuest have any obligation or liability to Licensee for any claim, injury, or damage relating to, arising out of, or resulting from the inaccuracy of the information used to compile the licensed data. Notwithstanding any other provision of this Agreement, under no circumstances will either party have any obligation or liability to the other hereunder for any incidental or consequential damages incurred by the other party, regardless of how such damages arise and of whether or not a party was advised such damages might arise. 6.3 Other Parties; Indemnification by Licensee: Licensee will include provisions consistent with those set forth in Sections 6.1 and 6.2 in any agreement pursuant to which Licensee provides the Licensed Data to any other party. Licensee will indemnify, defend and hold harmless ParcelQuest, its employees, agents and representatives from and against any losses, claims, suits, costs and/or expenses, including attorney fees, arising out of any claim by any third party arising out of Licensee's use of, providing of, or sublicensing, the Licensed Data. 6.4 Limitation of Remedy. ParcelQuest's total liability and Licensee's exclusive remedy under or related to this Agreement shall be limited to general money damages not exceeding any amounts paid by Licensee under the current term of the Agreement. Additionally, any action arising under this Agreement or because of its breach must be commenced within one (1) year after the cause of action accrues. However, because of the unique and proprietary nature of the property, ParcelQuest shall be entitled to monetary as well as equitable relief, including without limitation injunctive relief, in the event of default or breach by Licensee. 6.5 Indemnification. Licensee agrees to indemnify and hold ParcelQuest harmless from and against all claims of third parties arising out of or related to the use of the product and the information by any third party, including End Users to whom Licensee provides access to the Licensed Data. 7. Amendments, Termination, and Waiver 7.1 Amendments: This Agreement may be amended at any time, but only by written instrument signed by both parties which refers specifically to this Agreement. 7.2 Mutual Termination: This Agreement may be terminated by mutual agreement at any time, but only by a written instrument signed by both parties specifying the date and time as of which the Term ends. 7.3 Unilateral Termination: This Agreement may be terminated unilaterally by either party, but only if and when (a) the other party has breached a material obligation under this Agreement, (b) the party desiring to terminate has delivered to the breaching party a written demand that the breaching party cure the breach, (c) the breaching party has failed to cure such breach within five (5) days (in the case of the nonpayment of fees or royalties) or sixty (60) days (in the case of any other breach) after receipt of the demand, and (d) the party desiring to terminate delivers to the breaching party written notice of termination. Licensee shall be deemed to have breached a material obligation hereunder if it (a) fails to perform its obligations hereunder in accordance with the terms hereof, or breaches any of the covenants, warranties or representations hereunder, (b) fails to provide ParcelQuest any required statement of account or make any payment hereunder as and when such statement is to be provided or such payment is to be made, or (c) becomes insolvent, makes an assignment for the benefit of creditors, suspends its business operations, files a voluntary petition of bankruptcy under federal or state bankruptcy statutes or has filed against it an involuntary petition in bankruptcy which is not dismissed or withdrawn within thirty (30) days of the filing thereof. 7.4 Discontinuation: Notwithstanding anything herein to the contrary, ParcelQuest may discontinue providing Licensed Data for any geographic location which prohibits ParcelQuest's providing of such data in accordance with this Agreement, or for any geographic location as to which ParcelQuest has discontinued the collection of data for its own business. 8. Miscellaneous 8.1 Advertising: Licensee will not disclose ParcelQuest as a data source to any third party, except as may be authorized in writing by ParcelQuest or required by federal, state or local government regulations. Where such disclosure is to be made without advance authorization, Licensee will transmit notice of intent to disclose information to ParcelQuest five (5) days prior to the release of any information by Licensee. 8.2 Waivers: Either party may at any time waive compliance by the other with any covenants or conditions contained in this Agreement, but only by written instrument executed by the party waiving such compliance. No such waiver, however, shall be deemed to constitute the waiver of any such covenant or condition in any other circumstance or the waiver of any other covenant or condition. 8.3 Status: The parties will perform all services hereunder as independent contractors. Nothing contained in this Agreement shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent or master and servant between the parties. 8.4 Excusable Delays: No party shall be liable for any delay or failure in its performance of any of the acts required by this Agreement when such delay or failure arises for reasons beyond the reasonable control of such party. The time for performance of any act delayed by such causes shall be postponed for a period equal to the delay; provided, however, that the party so affected shall give prompt notice to the other party of such delay. The party so affected, however, shall use its best efforts to avoid or remove such causes of nonperformance and to complete performance of the act delayed, whenever such causes are removed. 8.5 Governing Law: This Agreement will be governed by and construed in accordance with the internal substantive laws of the State of California, except where the substantive laws of another jurisdiction mandatorily apply. 8.6 Severability: If any provision of this Agreement shall finally be determined to be unlawful, then such provision shall be deemed to be severed from this Agreement and every other provision of this Agreement shall remain in full force and effect. 8.7 Assignment: This Agreement shall be binding upon and inure to the benefit of the successors of each of the parties hereto, but shall not be assignable by either party without the prior written consent of the other. 8.8 No Third Parties: Neither this Agreement nor any provisions set forth herein is intended to, or shall, create any rights in or confer any benefits upon any person other than the parties hereto. 8.9 Incorporation by Reference: The Appendices to this Agreement constitute integral parts of this Agreement and are hereby incorporated into this Agreement by this reference. 8.10 Notices: All notices, requests and other communications hereunder shall be in writing and shall be deemed to have been duly given at the time of receipt if delivered by hand or communicated by electronic transmission, or, if mailed, three (3) days after mailing registered or certified mail, return receipt requested, with postage prepaid (i) if to ParcelQuest, then to the address specified below ParcelQuest's signature; or (ii) if to Licensee, to the address specified below Licensee's signature; provided, however, that if either party shall have designated a different address by notice to the other given as provided above, then to the last address so designated. 8.11 Confidentiality: Each party agrees that it will not disclose any "Confidential Information" of the other party. "Confidential Information" means any information which the other party marks "Confidential" or if not disclosed in writing, identifies as confidential at the time of disclosure and confirms thereafter in writing within 30 days of such disclosure. Confidential Information does not include any information which was either in the public domain or already known to the recipient at the time of disclosure, independently developed by the recipient, disclosed to recipient by a third party without breach of an obligation of confidentiality or disclosed pursuant to a court order. 8.12 Disclosure to County Tax Assessors: ParcelQuest reserves the right to disclose the names of customers licensing data to California County Tax Assessors. Information will be disclosed only by written request from a specific California County Tax Assessor and only customers of Licensed Data for that particular county will be disclosed. The information disclosed may include, but is not limited to, the names of customers as well as fees paid. 8.13 Other Agreement: Licensee certifies that its use of the Licensed Data will not violate any agreement to which Licensee is a party. 8.14 Complete Agreement: This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior letters of intent, agreements, covenants, arrangements, communications, representations, or warranties, whether oral or written, by any officer, employee, or representative of either party relating thereto. 8.15 Construction: This Agreement was jointly drafted by the parties. 9.01 Supersedes: This Agreement supersedes and replaces all other existing License Agreements and Amendments between ParcelQuest and Licensee specifically the LICENCE AGREEMENT dated May 15, 2013 and executed on June 20th 2013 by ParcelQuest. IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed by its duly authorized representatives. ParcelQuest City of Ukiah (a California Corporation) Sign: Print: Title: Date: at,MA, intatir, l He-sJv J 5-72/gal Address for Notice to ParcelQuest: Attn: General Manager ParcelQuest 193 Blue Ravine Road, Suite 120 Folsom, CA 95630-3898 Fax: 916-817-4110 Sign: Print: SA 6-E SAivC-1 q (Owco Title: Date: C tTYtAIV/{,c-cg Address for Notice to Licensee: Attn: City of Ukiah 300 Seminary Avenue Ukiah, CA 95482 Fax: Appendix A LICENSE AGREEMENT Dated as of June 8, 2018 Between ParcelQuest and (Licensee) A. Licensed Data: The Licensed Data may consist of one or more of the components as defined below. 1. Tax Assessors' Data: Tax Assessors' records consisting of residential and commercial parcels and the attributes therein. The Licensed Data will include those Attribute Categories as defined below and identified in Appendix B. Attribute Categories: a. Attribute Categories: i. Ownership - Attributes include the following fields (where available): APN, Owner Name, Situs House Number, Situs Street Address, Mailing Address, County Use Code, Use Description, Tax Rate Area, Legal Description, Zoning, Total Value, Land Value, Improvement Value, Improvement Type, Percent Improved, Other Value, Exemption Amount, Home Owner Exemption, Year Assessed, Property Tax, Delinquent Year. ii. Sales History - Attributes include the following fields (where available): Sale 1 Doc #, Sale 1 Doc Type, Sale 1 Recording Date, Sale 1 Code, Sale 1 Amount, Sale 2 Doc #, Sale 2 Doc Type, Sale 2 Recording Date, Sale 2 Code, Sale 2 Amount, Sale 3 Doc #, Sale 3 Doc Type, Sale 3 Recording Date, Sale 3 Code, Sale 3 Amount, Seller, Trust Deed Amount 1, Trust Deed Code 1, Trust Deed Amount 2, Trust Deed Code 2, Transfer Date, Transfer Doc #. iii. Property Characteristics - Attributes include the following fields (where available): Timber Preserve, Agricultural Preserve, Year Built, Effective Year, Bedrooms, Full Baths, Half Baths, Total Rooms, Fireplace, Pool, Lot Square Feet, Building Area, Units, Stories, Buildings, Garage Size, Parking Type, Parking Spaces, View, Building Class, Building Quality, Air Conditioning, Heating, Water, Sewer. Licensee acknowledges that the amount of data available varies substantially from area to area, and that circumstances may exist or arise which may prevent ParcelQuest from achieving complete representation of all data elements. B. Permitted Applications: 1. Licensee's Own Use: For the purpose of this Agreement it is understood Licensee intends to utilize the ParcelQuest bulk data product primarily for enhancing Licensee's Tyler / Munis ERP system to populate the building and planning permitting portions of the system. This includes updating of property ownership/mailing information for Licensee's mailing of notifications and the generation of permits. Data and information obtained from this product may also be included in various summary and detail reports prepared by Licensee. Licensee may also utilize this data for ad hoc reports where data cannot be obtained from Licensee's other sources. Licensed data will be loaded onto the Licensee's Tyler / Munis ERP system located at the headquarters location. Data may be separately processed by Nick Sadowy, Folsom California. NOTWITHSTANDING ANY TO THE CONTRARY in this Agreement, Licensee is strictly prohibited from using the Licensed Data for any other purposes other than that which is defined in this section B.1. 2. Licensee's Sublicensing: Not permitted. C. Term: 1. Initial Term: The Initial Term begins at 12:01 a.m. on May 1, 2019 and ends at 11:59 p.m. on April 30, 2022. (Three Years) 2. Renewal Term(s): This Agreement will automatically renew for a term of one-year unless either party notifies the other, in writing, certified mail, return receipt requested, of its intention not to renew, not less than ninety (90) days of the expiration of this Agreement. The fee structure for any renewal term will be the same as the prior twelve (12) month period plus an additional ten (10%) percent of the Licensing fee. D. Delivery: 1. Initial Access: ParcelQuest agrees to make its best efforts to provide Licensee with access to the Licensed Data within forty five (45) days of the execution of this Agreement. 2. Updates: ParcelQuest agrees to make its best efforts to update the Licensed Data at the frequency outlined in Appendix B. 3. Delivery Media: ParcelQuest will provide Licensee access to the Licensed Data, including all updates, via electronic transfer. 4. Licensee's Shipping Contact: Licensee's contact information for purposes of receiving the Licensed Data is as follows: Shipping Contact: M ic"c•<.1 1 h Department: Zhc,utv.A'4eh 714-4,01 Company: Cs rS UC- uk :0.\,► Address: 9 II tN . c I 54-x... ,-E Address: J City/St/Zip: (/ k'4,1,, CA , CI 54fz Phone: ?o? —X63 - 4,2 Oct Email: r1n', ncc.,..,1 1 OC i A-tioC a k'.c.`,. coM E. Fees and Payment Terms: 1. Fees: Licensee agrees to pay ParcelQuest an annual License fee of Six Thousand dollars ($6,000.00) dollars. 2. Payment Terms: a. Initial Payment: The initial payment will be due and payable within thirty (30) days after Licensee is provided initial access to the Licensed Data. b. Subsequent Payments: All subsequent fees are due and payable within thirty (30) days of receipt of invoice. c. Late Fees and Collection Fees: A late fee of 1.5% per month will be applied to all balances remaining unpaid after the due date. Licensee further agrees to pay any costs incurred by ParcelQuest for the collection of fees past due. d. Client Billing Information: All ParcelQuest invoices will be sent to Licensee per the following Licensee -provided billing contact information and special instructions. Licensee agrees to notify ParcelQuest in writing per the following ParcelQuest billing contact information within 30 days of any changes to Licensee's billing information or instructions. Failure to notify ParcelQuest of any such changes within 30 days of the change may result in late fees or collection costs being added to Licensee's balance due. Such fees will not be waived by ParcelQuest. Licensee's Billing Contact Information Billing Contact: 4col-, i i pc,�__ Department: r',,,,,,, — Company: Cr c U 1s..a1,. Address: 300 Sce ,•,.,ate AYE Address: 916-817-2211 City/St/Zip: uk .-., CA, AS*Q2 Phone: la? - 4 67- 57( 4 Email: c.ccc� s & ,b e/ c ; . ('kk ,A,.,. cun. Special Instructions: I ParcelQuest's Billing Contact Information Billing Contact: Accounts Payable Company: ParcelQuest Address: 193 Blue Ravine Road, Suite 120 City/St/Zip: Folsom, CA 95630 Phone: 916-817-2211 Email: supportnparcelquest.com Appendix B LICENSE AGREEMENT Dated as of June 8, 2018 Between ParcelQuest and (Licensee) A. Geographic Coverage and Update Frequency The Licensed Data will consist of the parcel attribute modules indicated for the corresponding counties and will be delivered at the update frequency indicated per the terms of this Agreement. If less than 100% of the parcels in a county are being licensed, a parcel quantity will be shown for billing purposes only. Licensed Components: M = Parcel Maps G = Parcel Outline Data T = Tax Payment ER = Extended Roll O = Ownership S = Sales History C = Characteristics D = Legal Desc. V = Other Values E = Exemptions L = Lat/Long U = Unsecured Updates: A = Annual S = Semiannual TA = Tri -Annual Q = Quarterly M = Monthly Y = Daily County Parcel Qty Com onents MGOSCDVE L U T ER Mendocino 61,404 Y Total Parcel Qty: _ 61,404 _