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 _