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Home My WebLink AboutParcelQuest - GIS Data Renewal 2324-137 - Contract rev 1-4-24 - signedPage 1 of 6 PARCELQUEST PARCEL CLIPPING LICENSE AGREEMENT Agreement Dated: January 4, 2024 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 Customer, identified and witnessed in this Agreement, a non-exclusive license to use the Services described in Appendix A, which is hereby incorporated into this Agreement, subject to the terms and conditions stated herein: 1. Grant of License: ParcelQuest grants Customer during the Term described in Appendix A, the nonexclusive, nontransferable right to use the Services for the Permitted Applications described in Appendix A. ParcelQuest reserves all rights in and to the Services unless expressly provided otherwise herein. 2. Delivery of Data and Format. ParcelQuest will deliver to Customer the Services on or before the date specified in Appendix A via electronic transfer in ESRI compatible, shape (.shp) file format. 3. Fees. In consideration of the rights granted Customer hereunder, Customer will pay ParcelQuest the Fees described in Appendix A, Part E hereto (“Fees”). 4. Intellectual Property; Ownership; Confidentiality. Customer acknowledges ParcelQuest’s ownership of the valuable rights in and to the Services, compilations thereof, and related software, including ParcelQuest’s copyrights and other proprietary rights therein. The Services is for the use within Customer’s own organization only. Unless expressly authorized in this Agreement or with ParcelQuest’s prior written consent, Customer shall not transfer the Services or any part thereof to any other person or entity including in response to public records requests; provide the Services to a Processor; use, merge, commingle or mix the Services or any portion thereof with other data from any other source; make any copies of the Services in any form except for two (2) authorized back-up copies; or decompile, disassemble or reverse engineer any of the Services or the software code allowing for the retrieval and/or access of such Data. 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. ParcelQuest reserves the right to disclose the names of Customers to California County Assessors. 5.Warranties and Indemnification. ParcelQuest Warrants to Customer that ParcelQuest has the right to license the information in the Services. ParcelQuest does not guarantee the accuracy or reliability of such information. Such warranty is the only warranty ParcelQuest has given Customer with respect to the Services, 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. Customer 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 Customer’s use of, providing of, or sublicensing, the Services. 6. Limitation of Liability. Under no circumstances will ParcelQuest have any obligation or liability to Customer for any claim, injury or damage relating to, arising out of, or resulting from the inaccuracy of the information contained in the Services or any obligation or liability hereunder for any incidental or consequential damages incurred by Customer or its agents, regardless of how such damages arise and of whether or not a party was advised such damages might arise. Customer's exclusive remedy related to this agreement shall be limited to amounts paid by Customer under the current term of the Agreement. Any action arising under this agreement must be commenced within one (1) Year after the cause of action accrues. 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 Customer. 7. Amendments, Termination, and Discontinuation. This Agreement may be amended and/or mutually terminated only by written instrument signed by both parties specifying the date and time as of which the Term ends. 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. ParcelQuest reserves the right to discontinue providing Services for any geographic location. Unless expressly granted in this Agreement, or by ParcelQuest's prior written consent, upon termination of this Agreement, Customer's rights to use or possess the Services shall cease and Customer shall destroy or return to ParcelQuest all copies of the Services. At the time of such return or destruction, Customer shall deliver to ParcelQuest a certificate executed by an officer of Customer attesting to the fact that all such copies of, excerpts of an extracts from the Services have been returned to ParcelQuest or destroyed as provided for hereunder. COU No. 2324-137 Page 2 of 6 8. Miscellaneous. The parties will perform all services hereunder as independent contractors. This Agreement will be governed by and construed in accordance with the substantive laws of the State of California, without regard to the conflict of laws principles thereof. 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. 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. Customer certifies that its use of the Services will not violate any agreement to which Customer is a party. The Appendices to this Agreement are hereby incorporated into this Agreement by this reference. Counterparts of this Agreement may be executed by the parties hereto, and each fully executed counterpart shall be deemed an original without production of the others. This Agreement was jointly drafted by the parties. 9. Notices. All notices 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 to the addresses specified below. 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. IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed by its duly authorized representatives. ParcelQuest, a California Corporation City of Ukiah By: By: Title: Title: City Manager Date: Date: A copy of each notice to ParcelQuest Address for Notice to Customer: General Manager Attn: City Manager ParcelQuest City of Ukiah 193 Blue Ravine Road, Suite 120 411 Clay Street Folsom, CA 95630-3898 Ukiah, CA 95482 Jan 8, 2024 Page 3 of 6 APPENDIX A – GIS CLIPPING DATA I. SERVICES, DELIVERY & FEES: ParcelQuest shall provide Customer with the Services listed below via the delivery method listed below. Customer shall pay to ParcelQuest the Licensing Fees set forth below. A. SERVICES & FEES GIS CLIPPING DATA (See Exhibit A for Details) Estimated Delivery Month (via FTP) Standard Annual Fee Discount (if applicable) Annual Fee Parcel Outline Data February $6,000.00 $6,000.00 APN map file July $1,000.00 $1,000.00 TOTAL $7,000.00 $7,000.00 B. INITIAL DELIVERY & ACCESS: Where applicable, ParcelQuest agrees to make its best efforts to provide Customer with initial access to the Services within fifteen (15) days of the execution of this Agreement. C. CUSTOMER’S SHIPPING CONTACT: Customer’s contact information for purposes of receiving the Services is as follows: Shipping Contact: Ryan Burkhart Department: IT Company: City of Ukiah Address: 411 Clay Street City/St/Zip: Ukiah, CA 95482 Phone: 707-463-6230 Email 1: rburkhart@cityofukiah.com Email 2: Mhorger@cityofukiah.com II. PERMITTED APPLICATIONS: Customer and other approved third parties specified below shall use the Services solely for the applications specified below in accordance with the terms and conditions of this Agreement. For the purpose of this Agreement, it is understood Licensee intends to utilize the ParcelQuest bulk data product primarily for enhancing Licensee’s system to populate the building and planning, change in ownership, and parcel changes in the system. This includes updating of property ownership/mailing information for Licensee’s updating of information within record. 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. Bulk data may be used in reporting or other use by the city offices for such projects. Page 4 of 6 III. TERM AND PAYMENT SCHEDULE: i. TERM: The Term of this Agreement begins on February10, 2024 and ends on February 09, 2025 (One Year). ii. RENEWAL TERM(S): This Agreement will NOT renew. iii. PAYMENT SCHEDULE: ParcelQuest will make its best effort to send an invoice to Customer 30 days prior to each due date, however, Customer is responsible for paying all fees by the respective due dates shown here whether or not Customer has received an invoice from ParcelQuest prior to any particular due date. Customer’s receipt of an invoice from ParcelQuest less than 30 days prior to a due date shown here does not constitute an extension of the due date. For any Renewal Term the due dates will be the same as in the final year of the Initial Term. DUE DATE AMOUNT DUE 30 days from the Effective Date of this Agreement $7,000.00 TOTAL $7,000.00 iv. LATE FEES, & 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. v. CLIENT BILLING INFORMATION: All ParcelQuest invoices will be sent to Customer per the following Customer-provided billing contact information and special instructions. Customer’s Billing Contact Information Billing Contact: Mary Horger Department: Financial Services Company: City of Ukiah Address: 411 Clay Street City/St/Zip: Ukiah, CA 95482 Phone: 707-463-6230 Email: mhorger@cityofukiah.com Preferred Pmt Method: Check Special Instructions: .ftp delivery ParcelQuest’s Billing Contact Information Billing Contact: Accounts Receivable Company: ParcelQuest Address: 193 Blue Ravine Road, Suite 120 City/St/Zip: Folsom, CA 95630 Phone: 916-817-2211 Email: support@parcelquest.com Page 5 of 6 IV. GIS DATA: The GIS Data consists of one or more of the parcel attribute components as defined below. For the specific components licensed under this Agreement, see Appendix A, Part V. Customer acknowledges 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. A. Tax Assessors' Data: Tax Assessors’ records consisting of residential and commercial parcels and the attributes therein. 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. 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. Page 6 of 6 V. LICENSED COMPONENTS, GEOGRAPHIC COVERAGE & UPDATE FREQUENCY: The GIS Data will consist of the parcel attribute components indicated for the corresponding counties. O = Ownership S = Sales History C = Characteristics A = Annual Q = Quarterly M = Monthly D = Daily County Licensed Components O S C Alameda Alpine Amador Butte Calaveras Colusa Contra Costa Del Norte El Dorado Fresno Glenn Humboldt Imperial Inyo Kern Kings Lake Lassen Los Angeles Madera Marin Mariposa Mendocino D Merced Modoc Mono Monterey Napa Nevada Orange Placer Plumas Riverside Sacramento San Diego San Benito San Bernardino San Francisco San Joaquin San Luis Obispo San Mateo Santa Barbara Santa Clara Santa Cruz Shasta Sierra Siskiyou Solano Sonoma Stanislaus Sutter Tehama Trinity Tulare Tuolumne Ventura Yolo