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HomeMy WebLinkAboutCoStar Realty Information/Comm Relations/Econ Dev/14,713.44/Adl Serv/Monthly ServicesCoStar Realty Information, Inc. Community Relations & Economic Development - 2016 Appropriation #43-593.00; P.O. # 33609, 33610 Contract Not To Exceed $ 143713.44 e ADDITIONAL SERVICES AMENDMENT TO AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AMENDMENT TO THE GOODS AND SERVICES AGREEMENT ("Agreement") entered into by and between the City of Carmel and Costar Realty Informaiton, Inc. (the "Vendor"), as City Contract dated August 19, 2015, shall amend the terms of the Agreement by adding the additional services to be provided by Vendor consistent with the Scope of Work attached hereto and incorporated herein as Exhibit "A". Furthermore, the terms of the Agreement shall be amended to include the E -verify requirement as stated in Indiana Code § 22-5-1.7 et seq., which is attached hereto and incorporated herein as Exhibit "B", as well as the required E -verify Affidavit, attached hereto and incorporated herein as Exhibit "C'. Also, pursuant to I.C. § 5-22-16.5, Vendor shall certify that in signing this document, it does not engage in investment activities within the Country of Iran. The terms and conditions of the Agreement shall not otherwise be affected by this Additional Services Amendment and shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have made and executed this Amendment as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety By: ill.G >� /James Brainard, Presiding Officer CoStar Realty Information, Inc, By: Ab;rriiiiz�eed Signature I'm L n n i'44� Printed Name Mary An urke, M Date:/ g E\/ sct.+(5 r--6, V�� Title Lori �. WatsMember FIDITIN: Sa ' a Last Four of SSN if Sole Proprietor: AT R J OL _..-� Date: Kristine Paule���er �jreasurer Date: IX:\C0.U=U)P(uLSm 4 Goods 3"MTommu"1) Rdali=0016TC Star I.00pNct Add? Smim Amodmem 2010.doc:4/132DI( 3:73 PATI Costar License Agreement Subscription Form IIVTER�tIXZ ONLY (Ref b) ` 463267 AE: Meagan Stephens Routing Code: Business Code: Government r Licensee: City of Carmel I Location ID: 259128 Address: 1 Civic Sq City/State/Zip: Carmel, IN 46032-2584 Fax: Telephone: (317) 571-2400 Bill -To Contact: Nancy Heck Email for Bill -to -Contact: nheck@carmel.in.gov cubkO . r� INJI o B1Iffit?d-YCLE- ` ; 0"Q M fPAYMENTMET Oq' Total No. Sites: 1 ZMonthly ❑Quarterly ❑Yearly R]Check ❑Automatic Withdrawal Total No, Authorized Users (All Sites): 4 One Year Initial Term From (MM/YY): 411990 (COMPS subscribers) Total Number of Key Tokens: 0 k*",- SCck1�IDoUO. F SERV CES, � ° -------- -- -- Site Market Product Description Monthly License Fees (Before Tax) 259128 Indianapolis CoStar Suite w/o Connect $676.12 Total Monthly Fees From Additional Schedule of Services Total Monthly License Fees: $676.12 One Time Implementation Fee: $0.00 One Time Key Token Fee: $0.00 Notes: This Agreement supersedes the agreement between the above-named Customer/Licensee and Costar/Ucensor dated 0810512015 relating to the provision of Costar services, except for those terms that survive termination and any outstanding license fees. If applicable, single delayed start data for all service offerings: 10101/2016. This Subscription Foran, including the Terms and conditions, the Terms of Use, any addenda and any exhibits attached hereto (collectively, the "Agreement'), between the above-named Licensee and CoStar Really Information. Inc. ("CoStar•), establishes the terns and conditions under which CoStarwill license the products set forth in this Agreement. Attached to this Agreement are the Terms and Conditions that are an integral part of the Agreement being formed hereby. Terms used on this Subscription Form and not otherwise defined shall have the meanings set forth on the Terms and Conditions. In addition, this Agreement Incorporates the Terms of Use (the "Terms of Use) available onllne atwww.costarcom. By using the licensed Product, Uncesee agrees to oomplywith the Termsof Use and to regularly review such terms for updates and change& To the wdenl a conflict exists, the Subscription Form and the Terms and Conditions shall govern over the Terns of Use. In the event that Licensee does not executo this Agreement by the following data 4/d0/2016, the terms of this Agreement shall become null and void, pmydad,.that if Licensee executes this Agreement after such date and CoStarcountersigns this Agreement,then this Agreement shall be valid and binding on the parties. The person executing this Agreement on behalf of Licensee represents and warrants that he or she has been authorized to do so and that all necessary actions required for the execution have been taken. Coster hereby provides notice that only an authorized officer of COStarcen execute ttds Agreement on behalf of Costar. The parties hereby acknowledge that this Agreement may be executed and delivered by facsimile and such facsimile shall constitute a legal and binding agreement on the parties. CoStar Realty Info on, Licensee By: Signature: Name: /J7 �,rr Print Name: Title: EXtCLA-Tut-- V(1G-1PVeZlj-1e + I ,�r�l� Title: Date: 7/Z � rG Date: Address: 1331 L St NW Address: 1 Civic Sq Address: Washington, DC 20005-4101 Address: Carmel, IN 46032-2584 Fax #: M CoStar License Agreement CoStarry "•:1h � �.^�v��,��'„�#�'`a3. t E+z�g.:� �k3 Nj� 4 % 2,�$ aT f�t^"_ ; y�yq�t yt � � �-. a Licensee: City of Carmel Location ID: 259128 Address: 1 Civic Sq City/statefzip: Carmel, IN 46032-2584 Total Number of Authorized Users at Site 4 Phone: (317) 571-2494 ., USERS AT ABOVE LISTED -.71, "R-10%. Contact Name: James Brainard Phone: (317) 571-2401 Email: jbrainard@carmel.in.gov Contact Name: Nancy Heck Phone: (317) 571-2494 Email: nheck@carmel.in.gov Contact Name: Melanie Lentz Phone: (317) 571-2474 Email: mlentz@carmel.in.gov Contact Name: Dan McFeely Phone: (317) 571-2464 Email: dmcfeely@carmel.in.gov EXHIBIT 2cPr • �i CaStar- Costar Terms and Conditions 1. License . (a) This Agreement between Coster and Licensee concerns one or more electronic databases developed and maintained by Costar each consisting of (1) a proprietary database (the "Database") of commercial real estate Information, including but not limited to, the information, text, photographic and other images and data contained therein (collectively, the "Information') and the proprietary organization and structures for categorizing, sorting and displaying such Information, and (2) related software (the "Software"). Those portions of the Software and Database that are licensed hereunder, Including any updates or modifications provided thereto, and any information derived from the use of the Database, including as a result of the verification of any portion of the Information by Licensee, are collectively referred to herein as the "Licensed Product' (b) During the term of this Agreement, CoStar hereby grants to Licensee a nonexclusive, nontransferable license to use only those portions of the Licensed Product that are expressly identified on the Schedule of Services on the Subscription Form, subject to and in accordance with the terms and conditions of this Agreement. (c) The Licensed Product may be used by no more than the numberof users setforth on the Subscription Form and, except as set forth below, only at the site(s) specifically identified herein. All of such users (the "Authorized Users') must be individuals (1) employed by Licensee or an Exclusive Contractor of Licensee at a site identified on the Subscription Form and (2) included on CoStar's list of Authorized Sites 8 Users for the Licensed Product. Licensee understands that each brokerage, research, appraiser, sales or other similar personnel at each licensed site must be an Authorized User and agrees to notify Costar 3 She number of such individuals at a site exceeds the number of Authorized Users set forth in this Agreement. An "Exclusive Contraclor' is defined as an individual person working solely for Licensee and not for another company with real estate information needs and performing substantially the same services for Licensee as an employee of Licensee. (d) Licensee will ensure that access to and use of the Licensed Product, and the user names, passwords and any Key Tokens (collectively, the "Passcodes') used to access the Licensed Product are available only to Authorized Users, and will not allow anyone other than an Authorized User access to the Licensed Product or Passcodes forany reason. 2_ Uma . (a) Subject to the prohibitions setforth below, during the term of this Agreement, Licensee may use the Licensed Product for the following purposes in the ordinary course of its business: 1) Licensee's internal research purposes; (2) providing information regarding particular properties and market trends to its clients and prospective clients; (3) to market properties; (rid) supporting its valuation, appraisal or counseling regarding a specific property; and (5) creating periodic general market research reports for in-house use or for clients' or prospective clients' use, provided that such reports do not contain building -specific or tenant -specific Information and are not commercially or generally distributed. Subject to the provisions set forth below, Licensee may print Information or copy Information Into word processing, spreadshestand presentation programs (or other software programswith the express written consent of Costar), so long as the level of Information being printed or copied is reasonably tailored for Lcensee's purposes, Insubstantial and used in compliance with this Section. (b) Except as set forth In Section 2(a), Licensee shall not distribute, disclose, copy, reproduce, display, pubiish, transmit, assign, sublicense, transfer, provide access to, use or sell, directly or indirectly (including in electronic form), any portion of the Licensed Product, or modify or create derivative works of the Licensed Product. (c) Notwithstanding any other provision herein. Licensee shall not: (1) upload, post or otherwise transmit any portion of the Licensed Product on, or provide access to any portion of the Licensed Product through, the Internet, any bulletin board system, any electronic network, any listing service or any other data sharing arrangement not restricted exclusively to Licensee and the Authorized Users, except that (t) Licensee may e-mail a report containing Information that complies with this Section 2 to a limited number of Its clients and prospective clients, (ti) Licensee may display solely on its own web site photographs from the Licensed Product that depict properties that Licensee owns, controls, represents or holds exclusives, provided that under no circumstances shall such photographs be posted on any website that may compete with the Licensed Product, and (iii) if Licensee is a subscriber in good standing to Costar Property ProfessionaM and Costar Connect0, Licensee may post insubstantial portions of the Information from Costar Property to the client extranet component on Licensee's designated Costar Connect web site for accessing by clients or prospective clients of licensee in compliance with.this Section 2; (2) use any portion of the Licensed Product to create, directly orindirectly, any database or product; (3) access or use the Licensed Product if you are a direct or indirect competitor of Costar or provide any portion of the Licensed Product to an direct or Indirect competitor of CoStar, (4) store, copy or export any portion of the Licensed Product into any database or other software program, except as set forth in Section 2(a); (5) modify, merge, disassemble or reverse enginearany portion of the Licensed Product; (6) use, reproduce, publish or compile any Information for the purpose of selling or licensing such Information or making such information publicly available; (7) use or distribute Information that has been verified or confirmed by Licensee for the purpose of developing or contributing to the development of any database, product or service; or (8) use any portion of the Licensed Product in a manner that would violate any U.S., international, state or local law, regulation, rule or ordinance, including real estate practice, spam and privacy laws. 3. Ownarship . Licensee acknowledges that Coster and its licensors have and shall retain exclusive ownership of all proprietary rights to the Licensed Product, including all U.S. and international intellectual property and other rights such as patents, trademarks, copyrights and trade secrets. This is a license agreement and not an agreement for sale. Licensee shall have no right or interest In any portion of the Licensed Product except the right to use the Licensed Product as set forth herein. Licensee acknowledges that the Software, Database, Information and Licensed Product constitute the valuable property and confidential copyrighted information of CoStar and its licensors (collectively, the "Proprietary Information'). Licensee agrees to (a) comply with all copyright, trademark, trade secret, patent, contract and other laws necessary to protect all rights in the Proprietary Information, (b) not challenge Costars and its licensofs ownership of (or the validity or enforceability of their rights in and to) the Proprietary Information, and (c) not remove, conceal. obliterate or circumvent any copyright or other notice or license, use or copying technological measure included in the Licensed Product. Licensee shall be liable for any violation of the provisions of this Agreement by any Authorized User and by Licensee's employees, Exclusive Contractors, affiliates and agents and for any unauthorized use of the Licensed Product by such persons. Without CoStaes consent, Licensee may not use or reproduce any trademark, service mark or trade name of Costar. The Software, Database, Information and Licensed Product have been developed at private expense, are protected as a trade secret of Costar and constitutes a commercial item as defined In FAR 2.101. to accordance with FAR 12211, 12.212 and 27.405 (b)(2) as well as other applicable supplemental agency regulations, use, reproduction, disclosure and dissemination of the Software, Database, Information and Licensed Product are governed strictly in accordance with this Agreement as well as the Terms of Use. To the extent that Licensee prints, copies, distributes or posts Information, only as permitted in strict accordance with Section 2 above, such Information as printed, copied, distributed or posted.shall continue to be governed by this Agreement and shall not be deamed to be provided by Costar with unlimited, limited, restricted or government purpose rights as defined in FAR 52.227.14, DFARS 252.227-7013 or DFARS 252.227-7014. 4. Term . The term of this Agreement shall begin on the date of signature by Coster, shall continue for the initial term specified on the Subscription Form (the 'Initial Term"), and shall expire at the end of such Initial Term on the last day of the calendarmonth in which the Start Dale occurred, unless earlier terminated pursuant to the terms hereof. This Agreement shall continue thereafter for successive periods of one (1)year (each such successive period being a "Renewal Term") commencing on the last day of the Initial Term or any Renewal Term, unless sixty (60) days prior to the last day of the Initial Term or any Renewal Term, either party has provided the other written notice of an intent not to renew. The "Start Date" shall be the date of dissemination by Costar of a Passcode for such Licensed Product to Licensee; provided, that for existing customers with Passcodes, the "Start Date" shall be the date of signature of this Agreement by CoStar. 5. 1 "nense Epps . Licensee agrees to pay the License Fees and all other fees set forth in this Agreement, which are priced in U,S, dollars and shall be paid in U.S. dollars. Licensee's obligation to pay such fees shall bey in on the Start Date. In addition to anything set forth herein, CoStar may: (a) on each anniversary of the last day of the calendar month In which the Start Date occurred, increase the License Fees by a percentage equal to the percentage increase in the Consumer Price Index for All Urban Consumers, Seasonally Adjusted, US City Average, All Items for the previous twelve months; and (b) at any time for any Renewal Term increase the License Fees or charge other fees for any portion of the Licensed Product or service provided by Costar, provided, that if Licensee does not agree to the increase or charge, then Licensee may give Costar written notice of termination within sixty (60) days of Costars notice of such increase or charge, in which case Licensee shag continue to pay the License Fees in place before the proposed increase or charge until the last day of the calendar month in which Licensee's notice of termination is delivered, and this Agreement shall terminate with respect to such portion of the Licensed Product an such date. All fees shall be billed in advance in accordance with the billing cycle identified herein and are due net fifteen days. All payments received after the due date will incur a late payment charge from such due date until paid at a rate equal to the lesser of 1.5% per month or the maximum rate permitted under applicable law. In all cases, the amount of License Fees shall be paid by Licensee to CoStar in full without any right of set-off or deduction. Costar may accept any payment without prejudice to its rights to recover the balance due or to pursue any otter right or remedy. No endorsement or statement on any check, payment, letter accompanying any payment, or elsewhere will be construed as an accord or satisfaction. The License Fees do not include sales, use, excise or any other taxes or fees now or hereafter Imposed by any governmental authority with respect to the Licensed Products. At CoStars option, Licensee shall pay such taxes or fees directly or pay to Costar any such taxes or fees immediately upon invoicing by Coster. 6. Termination . (a) Either party may terminate any portion of this Agreement in the event of: (1) any breach of a material term of this Agreement by the other party which is not remedied within thirty (30) days after written notice to the breaching party; or (2) the other party's making an assignment for the benefit of Its creditors, or the filing by or against such part of a petition under any bankruptcy or insolvency law, which is not discharged within 30 days of such filing. (b) Costar may terminate any portion of this Agreement immediately without further obligation to Licensee: (1) upon CoStar's good faith determination of any violation by Licensee of any provision of Section 1, 2, 3, 12 or 13(a) hereunder, or any material provision of any other agreement between the parties; or (2) upon five (5) days written notice at any time In CoStars sole discretion in which case Costar shall refund any fees paid by Lioensee to license the terminated portion of the Licensed Product after the effective date of such termination, and Licensee shall be released of its obligation to pay the associated License Fees due after the date of such termination. (o) Coster may Interrupt the provision of any portion of the Licensed Product to Licensee upon CoStars good faith determination of any violation by Licensee of any provision of Section 1r 2, 3, 12 or 13(a) hereunder, or any matenal provision of any other agreement between the parties, and Licensee shall continue to be responsible for all License Fees, provided that Licensee shall not be responsible for license fees for an interrupted period if there was not an actual violation. Coster will restore the provision of the Licensed Product only if all amounts due hereunderare paid and if, in CoSters reasonable opinion, Costar has received satisfactory assurances as to the cessation of the violation. (d) If the Initial Term or a Renewal Term of this Agreement is designated to last more than one (1) calendar year, notwithstanding anything to the contrary in Section 4 hereof, Licensee may, on a one- time basis and upon written notice to Coster, terminate such Initial. or Renewal arm effective one year from the date CoStar receives such written notice, provided that such one time termination right shall expire on August 30, 2017 or upon Licensee's exercise of its termination right underthis subsection 6(d). (e) Upon Licensee's breach of any term of this Agreement, all License Fees and all other fees Payable hereundershell become immediately due and payable in full, and in addition to the foregoing, CoStars remedies shall include any damages and relief available at law or in equity. If CoStar retains any third party 10 obtain any remedy to which it is entitled underthis Agreement, Costar shall be entitled to recover all costs, including attorney's fees and collection agency commissions, Costar incurs. 7. Pnst-Termination . At termination or nonrenewal of this Agreement, Licensee may no longer use any portion of the Licensed Product in any manner. Withimten (10) days after the effective date of termination or nonrenewal, Licensee will permanently delete or destroy all elements of the Licensed Product under its control and upon request from Coster, affirm the completion of this process by execution and delivery to Coster of an affidavit to that effect reasonably satisfactory to Costar. In addition, Costar may at its sole expense audit Licensee's compliance with this provision and the terms of the Agreement, provided, that such audit will occur under Licensee's reasonable supervision and Licensee shall cooperate in the conduct of the audit. 8. 1 trans_ d Pmdris . Subject to Section 15, during the term of this Agreement, Costar will provide updated Information to Licensee, which updates may be provided through the Internet or in such other manner as determined by Costar. Licensee is responsible for providing all hardware, software and equlDment necessary to obtain and use the Licensed Product, Initial Here / i/t/ V / EXHIBIT XH jBI q A Last Revised: August 30, 2012 —lr--'� 5 1 i r J 6fi including any updates or other modifications thereto. The Licensed Product currently requires a Windows 98, NT, 2000 or XP based computer, a high-speed internal connection or modem with a baud rate not less than 56K and Internet Explorer 6.0. Licensee is responsible for all charges necessary to access the Licensed Product. CoStar reserves the right to modify any part of the Licensed Product or the way the Licensed Product is accessed at any time, so long as such modifications do not significantly degrade the depth of Information provided to Licensee hereunder. 9. Information . Licensee shall use reasonable efforts to keep CoStar informed about commercial and investment space available for lease and/or sale and transaction information with respect to properties that Licensee owns, controls, represents or holds exclusives. Licensee hereby grants to CoStar an Irrevocable, non-exclusive license with respect to CoStars and its affiliates' databases to use, modify, reproduce and sublicense with respect to commercial real estate information available on L'icensee's web site. CoStar acknowledges that if Licensee provides Costar with any information({ or images, then Licensee retains its ownership rights with respect to such information and images, even following termination of this Agreement 10. LIMITATION ON LIARIM TO THMAXIMUM EXTENT AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, ECTaORS, EMPLOYEES AND THIRD PARTLICENSEE ACKNOWLEDGES Y SUPPLE RS (COLLECTIVELY, THE I CTTED OSTAR PARBY TES")) WILL NOT BE HELD LIABLE FOR ANY LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY LICENSEE OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE LICENSED PRODUCT, OUT OF ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE LICENSED PRODUCT, REGARDLESS OF HOW SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE, OR FOR ANY UNAUTHORIZED USE OF THE LICENSED PRODUCT. (b) THE COSTAR PARTIES' AGGREGATE, CUMULATIVE LIABILITY RELATING TO THIS AGREEMENT AND USE OF THE LICENSED PRODUCT SHALL BE LIMITED TO LICENSEE'S ACTUAL, RECOVERABLE DIRECT DAMAGES, IF ANY, WHICH IN NO EVENT SHALL EXCEEED THE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID TO COSTAR UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE. RECOVERY OF THIS AMOUNT SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDY. (c) UNDER NO CIRCUMSTANCES WILL ANY OF THE COSTAR PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, ARISING OUT OF, BASED ON, RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE OF (TH))E LICENSED PRODUCT, EVEN IF COSTAR HAS ADVISEDBEEN POSSIBILITY IS INDEPENDENT OF REMEDY AND SURVIVESIN THE ENT SUCH REMEDY FAILS. ((d NOSACTION ARISING ((E OUT OF OR P ROTAININcG TO THIS AGREEMENT MAY BE 'BROUGHTLICENSEE MORE THAN ONE BY CAUSE OR FORM OF ACTION, WHYEAR AFTER THE CAUSE ACTION ETHER THE WETHER DAMAGES ARE GROUNDED N CONTRACT, TPROVISIONSTHE PLY WITHOUT REGARD TO THE ORT OR ANYOTHER CAUSE OF AC ACTION. 11. NO WARRANTIES. ALTHOUGH COSTAR MAKES EFFORTS TO PROVIDE AN ACCURATE PRODUCT, THE LICENSED PRODUCT AND ALL PARTS THEREOF ARE PROVIDED 'AS IS', 'WITH ALL FAULTS', AND 'AS AVAILABLE'. THE COSTAR PARTIES MAKE NO WARRANTIES. THE COSTAR PARTIES DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1) MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, QUIET ENJOYMENT AND tS0 ENCUMBRANCES OR LIENS, (2) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE LICENSED PRODUCT, (3) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, (4) THE LICENSED PRODUCT CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY COSTAR PARTY, AND (5) THAT ACCESS TO OR USE OF THE LICENSED PRODUCT WILL BE UNINTERRUPTED, ERROR -FREE OR COMPLETELY SECURE. 12. Assigner . The. parties' obligations hereunder are binding on their successors, legal representatives and assigns. Licensee may not assign or transfer (by operation o1 law or otherwise) this Agreement nor the license granted hereunder, in whole or in part, without the priorwrllen consent of Costar. 13. passcrldeS }may Tokens . (a) Licensee will designate a person authorized to determine and change the level of each Authorized Users access to the Licensed Product and designated to ensure that Licensee complies w ith this Agreement. No Authorized User may access the Licensed Product using any Passcode other than the Passcodes ascigped to such Authorized User. No Authorized Use may share his assigned Passcodes with any other person nor allow any other person to use or have access to his Passcodes. During the term of this Agreement, Licensee will promptly notify CoStar of any Authorized Users change of employment or contractor status with Licensee, Including termination of an Authorized User's employment or contractual service with Licensee, and upon such termination Licensee shall destroy the Passcodes for such Authorized User. No Authorized User who ceases to be an employee or Exclusive Contractor of Licensee may use any Passoodes in any manner. (b) Each Authorized Users access to the Licensed Product may be limited to a designated computer; provided, that an Authorized User may email Costar Customer Support at support@coster.com to receive an electronic apparatus (a "Key Token') designed to enable such Authorized User to access the Licensed Product from multiple computers for $149 per Key Token (before tax). All Key Tokens licensed by Licensee shall constitute pan of the Licensed Product. If a Key Token has been lost, stolen or damaged, upon Licensee's email request to Costar Customer Service for a replacement Key Token, CoSter shall deliver Licensee a replacement Key Token and Licensee shall pay CoStar 5149 (before tax) for each such replacement Key Token; provided, that CoStar will replace a Key Token if it malfunctions through normal usage (clue to no fault of the Licensee) free of charge during the Initial Term. 14. Notices . All notices given hereunder will be in writing, delivered personally or mailed by registered or certified mail, return receipt requested, or delivered by a well-recognized overnight U.S. or international carrier. It such notice Is being delivered to Licensee, such notice shall be delivered to Licensee's address specified on the Subscription Form or to such other address as Licensee may specify, and if being delivered to CoStar, delivered to the address set forth on the Subscription Form, Attention: Director of Sales Administration, or to such other address as CoStar may specify. All notices will be deemed given if delivered personally, on the day of delivery, If mailed by registered or certified mail, three days after the date of mailing, if delivered by overnight U.S. mail, one day after mailing, and if delivered by overnight international mail, four days after mailing. Licensee agrees that CoStar may include notices on Invoices sent to Licensee by regular mail. 15. None of the Costar Parties shall have any liability for any damages resulting from any failure to perform any obligation hereunder or from any delay in the performance thereof due to causes beyond CDStar's control, including industrial disputes, acts of God or government, public enemy, war, fire, other casualty, failure of any link or connection whether by computer or otherwise, or failure of technology or telecommunications or other method or medium of storing or transmitting the Licensed Product. 16. 1lcer Informarlon , Licensee acknowledges that if it creates any settings, surveys, fields or functions in the Licensed Product or inputs, adds or exports any data Into or from the Licensed Product (collectively, the "User Data"), none of the Costar Parties shall have any liabilit or responsibility for any of such User Data, Including the loss, destruction or use by third parties of such User Data. Documents posted by Licensee to the client extranet component o1 Licensee's designated Costar Connect web she shall constitute Licensee Content (as defined in the Costar Connect agreement) and User Data. Licensee acknowledges that it is Licensee's responsibility to make back-up copies of such User Data. For each licensed site, Licensee is allotted an aggregate amount of 100 megabytes of storage space in any CoStar Property Professional Licensed Product per Authorized User located at that site. 17. Choice of Law- Jurisdiction: Right to Fleet Arbitration. This Agreementshall be construed under the laws of the District of Columbia. without regardto choice of law principles. CoStar irrevocably consents to the exclusive jurisdiction of the federal and state courts located in the District of Columbia for the purpose of any action brought against CoStar in connection with this Agreement or use. of the Licensed Product. Licensee Irrevocably consents to the jurisdiction and venue of the federal and state courts located in the District of Columbia, or in any State where Licensee's Authorized Users are located, for purposes of any action brought against Licensee in connection with this Agreement or use of the Licensed Product. Should Costar file or threaten to file a judicial action a0ainst Licensee alleging violation of CoStar's intellectual propert rights or violation of Section 2 of this Agreement, Licensee may elect to resolve CoStars claims through binding arbitration to be governed by the Commercial Arbitration Rules of the American Arbitration Association and to be held in the District of Columbia pursuant to the laws of the District of Columbia. Such right must be invoked within twenty (20) days of CoStars hTing of or threat to file a judicial action. Provided, however, that nothing In this paragraph shall be construed to prohibit or prevent Costar from requesting any legal or equitable relief or remedy of any kind in an action commenced in state or federal court or in any arbitration proceeding. 18. Miscallaneous . This Agreement contains the entire understanding of the parties with respect to the Licensed Product and supersedes any prior oral or written statements and documents with respect to such subject matter, provided, that this Agreement does not supersede any other written license agreement between the parties unless expressly provided herein. Licensee agrees to keep the terms of this Agreement strictly confidential. This Agreement may not be amended, modified or superseded, nor may any of its terms or conditions be waived, unless expressly agreed to in writing by all parties. If any provision of this Agreement not being of a fundamental nature is held to be invalid, illegalor unenforceable, the validity, legality and enforceability of the remainderof the Agreement will not be affected. If a provision is held to be invalid, illegal or otherwise unenforceable, it shall be deemed to be replaced with an enforceable provision that retains the intent and benefits of the original provision. Licensee acknowledges that in the event of a breach of any of these terms by Licensee, CoStar may suffer irreparable harm and shall be entitled to injunctive relief (without the necessity of posting a bond as well as all other monetary remedies available at law or in equity. The failure of any party at any time to require full performance of any provision hereof will in no manner affect the right of suchpparty at a later time to enforce the same. Headings are for reference only. The provisions of Sections 2(b), 2(c), 3, 5.6(e), 7, and 10 through 18 hereof will survive nonrenewal or termination of this Agreement. Initial Here 41Last Revised: August 30, 2012 � LoopNet License Agreement FORIraMeagan teDhe (Rer.lO� x83358 AE MeaganStephens� Subscription Form Routing Code: � LoopNet" Business Code: Government ALTO y�yv"yr! F Licensee: City of Carmel Location ID: 259128 Address: 1 Civic Sq CltylStateizip: Carmel, IN 46032-2584 Fax: Telephone: (317) 571-2400 Bili -To contact: Nancy Heck Email for Bill -to -contact: nheckQ_carmel.ill INE t Total No. Sites: 1 a BILA! (NG CYCLE`S " . PAYMENT¢ ETHOp OMonthly ❑✓ Check ❑Quarterly ❑Automatic Withdrawal ❑Yearly Total No. Authorized Users (All Sites): 4 One Year Initial Term Site Market Product Description Monthly License Fees (Before Tax) 259128 US Data LN - LooaLink - Package -- AII Data $550.00 Total Monthly Fees From Additional Schedule of Services Total Monthly License Fees: $550.00 One Time Implementation Fee: $0.00 One Time Key Token Fee: $0.00 Notes: This Agreement supersedes the agreement between the above-named Customer/Licensee and CoStarrLicensor dated 08!0512015 relating to the provision of LoopNet. If applicable, single delayed start date for all service offerings: 10/01/2016. It is the Licensee's reaponslbllily, to promptly provide LoopNet with any contact or billing information changes or updates (including phone number, email address, credit card numbers. eta). Contact updates should be made online via the 'My Profile" tab within Ihe'My LoopNel'section, once Licensee hes logged Into www.LoopNet.com. Billing updates should be emailed to Membe rServicesO Loc DI'l . This Subscription Form, including the Terms and Conditions, the Terms of Use, Ustings Policy any addends and any exhibits attached hereto (collectively, the'Agreemenry between the above-named Licensee and LoopNet, Inc. ('LoopNet'), establishes the terms and conditions under which LoopNel will license the Service sal forth in this Agreement. Attached to this Agreement are the Terns and Conditions that are an integral part of the Agreement being formed hereby. Terms used an 1Ns Subscription Form and not otherwise defined shall have the meanings set forth on the Terms and Conditions. In addition, this Agreement Incorporates the Terns of Use (the 'Terms of Use') available online at www.loopnet.com. By using the Service. Licensee agrees to comply with the Terms of Use and to regularly review such terms for updates and changes. To the extents conflict exists, the Subscription Form and the Terms and Conditions shah govem over the Terms of Use. In the event that Licensee does not execute this Agreement by the following date 4r30r2016, the terms of this Agreement shag become nut and void, provided, that if Licensee executes this Agreement after such date and LoopNetoountersigns this Agreement, then this Agreement shall be valid and binding on the parties. The person executing this Agreement on behalf of Licensee shall be a managementdsvel employee of Licensee (including, but not limited to, Vice President or Managing Directory. and such person represents and warrants that he or she has been authorized by Licensee to execute this Agreement and that an necessary actions required for the execution have been taken. LoopNet hereby provides notice that only an authorized officer of LoopNet can execute this Agreement on behalf of Leopli The parties hereby acknowledge that this Agreement may be executed and delivered by facsimile and such facsimile shall constitute a legal and binding agreement on the parties. LoopNet, Inc. By: Name: l//V A'.r r Title: C ii, VttR- Date: Address: 101 California Street, 43rd Floor Address: San Francisco, CA 94111 Licensee Signature: Print Name: Title: Date: Address: 1 Civic Sq Address: Carmel, IN 46032-2584 Fax #: EXHIBIT �. 5W9 LoopNet License Agreement 1 � LoopNet- Licensee: City of Carmel Location ID: 259128 Address: 1 Civic Sq city/statelzip: Carmel, IN 46032-2584 Total Number of Authorized Users at Site 4 M ,. 'l1SER—C, T ABOVETLrISTED SITE Contact Name: Melanie Lentz Title: Community Relations Specialist Phone: (317) 571-2474 Fax: Email: mlentz@carmel.in.gov Key Token Needed? OYes ✓ No Role: User Contact Name: Dan McFeely Title: Economic Development and Community Phone: (317) 571-2464 Fax: Email: dmcfeely@carmel.in.gov Key Token Needed? MYes ✓ No Role: User Contact Name: James Brainard Title: Mayor Phone: (31.7) 571-2401 Fax: Email: jbrainard@carmel.in.gov Key Token Needed? LJYes ✓ No Rote: User Contact Name: Nancy Heck Title: Director of Community Relations Phone: (317) 571-2494 Fax: Email: nheck@carmel.in.gov Key Token Needed? LJYes ✓ No Role: User EXHIBIT LoopNet Standard Terms and Conditions 1. Subscription. i6w" LoopNet/ Premium Lister(Including Network Distribution) and Premium Searcher (including Platinum Searcher) Subscriptions, This Agreement between Licensee and LoopNet concems any of the following: (a) a website for marketing commercial real estate (the "Website'); (b) an interface (the "Interface') for managing Commercial property listings (the 'Listings") appearing on the Website; (c) a proprietary database of Listings uploaded by Licensee and other users and related information made available to Licensee as a part of Licensee's subscription (the "Premium Database"); and (d) a proprietary database of commercial real estate information, including but not limited to, the Information, text, photographic and other images and data contained therein and the proprietary organization and structures for categorizing, sorting and displaying such Information (collectively, the "Information Database'). Collectively, the Webslte, the Interface, the Premium Database and the Information Database shall be described herein as the Premium Service. The Premium Service is subject to change from time to lime and may be subject to property listing, property searching, and member directory searching limitations. During the term of this Agreement, and upon payment of the amounts specified In the current Subscription Form (the 'License Fees') In accordance with this Agreement, Licensee shall have a nonexclusive, non -transferable license (with no right to sub -license) to use .lhe Premium Service, subject to and In accordance with the terms of this Agreement and LoopNet's Terms of Use_ The premium Service may be used by no more than the number of users set forth on the Subscription Form (hereinafter referred to as the 'Authorized Users').Excepl where Licensee in an individual, Authorized Users must be individuals (1) employed by Licensee or an Exclusive Contractor of Licensee and (2) Included an LoopNet's list of Authorized Users for the Premium Service. Except where Licensee is an individual; Licensee understands that each brokerage, research, analyst, appraiser, sales or other similar personnel at each licensed site must be an Aulhorized User and agrees to notify LoopNet If the number of such Individuals at a site exceeds the number of Authorized Users set forth In this Agreement. For the purposes of this Agreement, 'Exclusive Contractor, shall mean an individual person waking solely for Licensee and not also far themselves or another company. Each Authorized User must have a unique email address, which will be provided Premum Membership as long as such Authorized User is registered as a member of LoopNeLcom. It shall be Licensee's sole responsibility to upload property listings that Licensee would like to designate for inclusion on the Website and Licensee shall have the sola responsibility for providing all Information, data and/or Images necessary to include such property listing as a Listing on the Websile. By submitting Listings to LoopNet, Licensee represents and warrants that: (i) all information submitted is accurate; and () that Licensee has the right and authority to submit such Listings to LoopNet and that the Authorized User identified as the contact on such Listing Is the named licensed real estate agent That has been engaged by the property owner to market the listing under duly executed listing agreement. All Listings are subject to LoopNet's Listings Policy. Licensee agrees to allow submitted property listings, or any part thereof, to be searched, displayed, accessed, downloaded, copied and otherwise referred to by Authorized Users of the LoopNet Website as well as users of other LoopNet partner and affiliated websites. LoopNet reserves the right to modify or remove all or any part of the Listings posted on the Website consistent with its rights underlhis Agreement. Owner LoopLink Subscription. This Agreement between Licensee and LoopNet concerns Inlemet-based marketing tools including: (a) a publicwebslle for marketing commercial real estate properties (the 'Website); (b) a web -based interface (the *Interface') for managing commercial property listings (the "Llstingsl appearingon the Website; (c) upon payment of the separate setup fee, a dedicated website and software hosted by LoopNet branded for Licensee containing the Listings ('LoopLink site°) and functionality related to publishing the listings on the LoopLink she and/or Llcensee's proprietary website; (d) a proprietary database of Listings uploaded by Licensee and other LoopNet users and related Information made available to Licensee as a part of Licensee's subscription (the "Premium Database'); and (e) up to three (3) Company Administrators with ability to view and create reports for all company listings, manage Spotlight Properties and view LoopLink Analylics. Collectively, the Website, the Interface, the LoopUnksite and the Premium Database shall be described herein as the Owner Service. The Owner Service Is subject to change from time to lime and may be subject to property listing, property searching, and member directory searching limitations. During the term of this Agreement, and upon payment of the amounts specified in the current Subscription Forth (the "License Fees") in accordance with this Agreement, Licensee shall have a nonexclusive, non -transferable license (with no right to sub -license) to use the Owner Service, subject to and in accordance with the terms of this Agreement. All of Licensee's users of the Owner Service (the "Authorized Users") must be individuals (1) employed by Licensee or an Exclusive Contractor of Licensee at a site Identified on the Subscription Form and (2) Included on LoopNet's list of Authorized Sites & Users for the Owner Service. Licensee understands that each brokerage, research, analyst, sales or other similar personnel at each licensed site must be an Authorized User and agrees to notify LoopNet if the number of such individuals at a site exceeds the number of Authorized Users set forth In this Agreement. For the purposes of this Agreement, 'Exclusive Contractor' shall mean an individual person working solely for Licensee and not also for themselves or another company. Each Authorized User must have a unique email address which will provided Premium Membership. Before a Premium Membership can be activated In an AuthorizedUsers name, each such user must register as a member of LoopNeLcom. It shall be Licensee's sole responsibility to upload property listings that Licensee would like to designale for inclusion on the Website and Licensee shall have the sole responsibility for providing all information, data and/or Images necessary to include such property listing as a Listing on the Website. By submitting Listings to LoopNet, Licensee represents and warrants that: (1) all Information submitted Is accurate; and (ti) that Licensee has the right and authority to submit such Listings to LoopNet and that the Authorized User identified as the contact on such Listing is the named licensed real estate agent that has been engaged by the property owner to market the listing undera duly executed listing agreement. All Listings are subject to LoopNel's Listings Policy, available at http-rh&ww.laarmet.comhchetiMainSite/Markeung Ammo utnisfingpoiicy.asex . LoopNet reserves the right to modify or remove all or any part of the Listings posted on the Website consistent with Its rights under this Agreement. LoopLink Subscription. This Agreement between Licensee and LoopNet concerns Inlemet-based marketing tools Including: (a) a license to a single publlo website for marketing commercial real estate properties (the 'Website'); (b) a web -based interface (the 'Interface') for managing commercial property listings (the 'Listings') appearing on the Website; (c), a dedicated website and software hosted by LoopNet branded for Licensee containing the Listings ('LoopLink site) and functionality related to publishing the listings on the LoopLink site and/or Licensee's proprietary website; (d) BrandingLinks, which Is defined as: (i) the provision of hyperlinks to the Llcensee's website from the Licensee's name when Licensee listings are returned In LoopNel,com search results; and (it) the provision of the Licensee logo on Individual Licensee listing profile view pages on LoopNel.com, with a hyperlink to Licensee website from the Licensee corporate logo), and (e) up to three (3) Company Administrators with the ability to view and create reports for all company listings, manage Spotlight Properties and view LoopLink Analytics. Collectively, the Website, the Interface, the LoopUnk site and BrandingLinks shall be described herein as the LoopLink Service. The LoopLink Service is subject to change from lime to time and may be subject to property listing, property searching, and member directory searching limitations. No fights to access LoopNet's Premium Database are granted in this Agreement; Premium Lister and/or Premium Searcher During the term of this Agreement, and upon payment of the amounts-speclfiedin the current Subscription Form (the 'License Fees') in accordance with this Agreement, Licensee shall have a nonexclusive, non -transferable license (with no right to sub-Ilcense)to use the LoopLink Service, subject to and in accordance with the terms of this Agreement. It shall be Licensee's sole responsibility to upload property listings that Llcensee would like to designate for Inclusion on the Website and Licensee shall have the sole responsibility for providing all information, data and/or images necessary to Include such property listing as a Listing on the Website. By submitting Listings to LoopNet, Licensee represents and warrants that: (1) all information submitted is accurate; and (ll) that Licensee has the fight and authority to submit such -Listings to LoopNet and that the Authorized User identified as the contact on such Listing Is the named licensed real estate agent that has been engaged by the property owner to market the listing under a duly executed listing agreement. All Listings are subject to LoopNefs Listings Policy, available at htip lhvwwaoopnet corn/xNeUMaluSite/MarketingfAboutnistingpolhv.asox . LoopNet reserves the right to modify or remove all or any part of the Listings posted on the Website consistent with its rights under this Agreement. Enterprise Pro Tools. This Agreement between Licensee and LoopNet concerns Inlemet-based marketing tools including: (a) Company -level email tool allowing client to send up to 100,000 or 250,000 smalls per month; (b) Company -shared contact Ilsis with unsubscribe functionality for recipient; and (c) up to three (3) Company Administrators with the ability to change email addresses and names of email senders, and such tools shall be described herein as the Pro Tools Service. During the term of this Agreement, and upon payment of the amounts specified in the current Subscription Form (the "License Fees") in accordance with this Agreement, Licensee shall have a nonexclusive, non -transferable license (with no right to sub -license) to use the Pro Tools Service, subject to and in accordance with the terms of this Agreement and LoopNet's Terns of Use. 2. Use, Premium Lister. (a) Subject to the prohibitions set forth below and in the Terms of Use, during the term of this Agreement, Licensee shall be permitted to use the Interface for the purposes of designating and uploading Listings represented by Licensee for inclusion in the Website as Premdum Listings as set forth on the Subscription Form, and may use the Premium Database for the following purposes In the ordinary course of its business: (1) Licensee's internal research purposes; and (2) providing information regarding particular properties and market trends to its clients and prospective clients, so long as the level of information being provided is reasonably tailored for Licensee's purposes, insubstantial and used In compliance with this Section. (b) Except as expressly provided in 2(a) directly above, Licensee shall not distribute, disclose, copy, reproduce, display, publish, transmit, assign, Initial Here EXHIBIT Last Revised March 10, 2015 sublicense, transfer, upload, provide access to, use or sell, directly or indirectly (including In electronic form), any portion of the Premium Service, or modify or create derivative works of the Premium Service. (c) Notwithstanding any other provision herein. Licensee shall not: (1) use, reproduce or provide access to any Information that is obtained from the Premium Service, or that is otherwise made available to Licensee in the Premium Service, for or in connection with any other listing service, device or data sharing arrangement; (2) allow Authorized Users to share their Individual login Information with others; (3) integrate or incorporate any portion of the Premium Service into any other database or product; (4) merge, decompile, disassemble, or reverse engineer any portion of the Premium Services; (5) use the Premlum Service if you are a direct or indirect competitor o1 LoopNet or as part of any effort to compete with LoopNet, Including without limitation by using the Premium Service to provide, alone or in combination with any other product or service, any database services to any third party, or by providing any part of the Premium Service to a direct or Indirect compablor of LoopNet; or (6) use any portion of the Premium Services In a mannerwhich would violate any laws, regulations, rules or ordinances, including without limitation, the state and local real estate practice, spam and privacy laws. Owner LoopLink. (a) Subject to the prohibitions set forth below, during the term of this Agreement, Licensee shall be permitted unlimited access to use the Interface for the purposes of reviewing and designating Listings represented by Licensee for inclusion in the Website as Premium Listings as set forth on the Subscription Form, shall be entitled to unlimited access and use of the LoopLink site, and may use the Premium Database for the following purposes in the ordinary course of its business: (1) Licensee's internal research purposes; (2) providing information regarding particular properties and market trends to its clients and prospective clients, so long as the level of Information being provided Is reasonably tailored for Licensee's purposes, Insubstantial and used in compliance with this Section; (3) marketing Listings on the Website and the LoopLink site as described on the Subscription Form. (b) Except as expressly provided in 2(a) directly above, Licensee shall not distribute, disclose, copy, reproduce, display, publish, transmit, assign, sublicense, transfer, upload, provide access 10, use or sell, directly or Indirectly (Including in electronic form), any portion of the Owner Service, or modify or create derivative works of the Owner Service. (c) Notwithstanding any other provision herein, Licensee shall not: (1) use, reproduce or provide access to any information that is obtained from the Owner Service, or that is otherwise made available to Licensee in the Owner Service, for or in connection with any other listing service, device or data sharing arrangement; (2) allow Authorized Users to share their individual login Information with others; (3) integrate or incorporate any portion of the Owner Service Into any other database or product, Including without limitation Licensee's own databases or products; (4) merge, decompile, disassemble, reverse engineeror create derivative works of any portion of the Owner Services; (5) use the Owner Service if you are a direct or indirect competitor of LoopNet or as part of any effort to compete with LoopNet, including without Iimitagon by using the Owner Service to provide, alone or in combination with any other product or service, any database services to any third party, or by providing any part of the Owner Service to a direct or indirect competitor of LoopNet; or (6) use any portion of the Owner Services in a mannerwhich would violate any laws, regulations, rules or ordinances, Including without limitation, the state and local real estate practice, spam and privacy laws. LoopLink. (a) Subject to the prohibitions set forth below, during the term of this Agreement, Licensee shall be permitted unlimited access to use the Interface for the purposes of reviewing and designating Listings represented by Licensee for inclusion in the Website, shall be entitled to unlimited access and use of the LoepLink site and to marketing Listings on the Website and the LoopLink site as described on the Subscription Form. (b) Except as expressly provided In 2(a) directly above, Licensee shall not distribute, disclose, copy, reproduce, display, publish, transmit, assign, sublicense, transfer, upload, provide access to, use or sell, directly or indirectly (nduding in electronic form), any portion of the LoopLink Service, or modify or create derivative works of the LoopLink Service. For the avoidance of doubt, this section (b) prohibits Licensee from attaching the Websile to multiple URLs. (c) Notwithstanding any other provision herein, Licensee shall not: (1) use, reproduce or provide access to any Information that is obtained from the LoopLink Service, or that is otherwise made available to Licensee in the LoopLink Service, for or In connection with any other listing service, device or data sharing arrangement; (2) allow persons with access to the LoopLink Services to share their individual login information with others; (3) Integrate or incorporate any portion of the LoopLink Service Into any other database or product, including without limitation Licensee's own databases or products; (4) merge, decompile, disassemble, reverse engineeror create de6valive works of any portion of the LoopLink Services; (5) use the LoopUnk Service if you are a direct or indirect competitor of LoopNet or as part of any effort to compete with LoopNet, including without limitation by using the LoopLink Service to provide, alone or In combination with any other product or service, any database services to any third party, or by providing any part of the LoopLink Service to a direct or indirect competitor of LoopNet; or (6) use any portion of the LoopLink Services in a manner which would violate any laws, regulations, rules or ordinances, including without limitation, the state and local real estate practice, spam and privacy taws. Premium SearcherlPlatinum Searcher. (a) Subject to the prohibitions set forth below and in the Terms of Use, during the term of this Agreement, Licensee shall be permitted to use the Interface for the purposes of designating and uploading Listings represented by Licensee for inclusion in the Website as standard listings as set forth on the Subscription Form, and may use the Premium Database for the following purposes In the ordinary course of its business: (1) Licensee's internal research purposes; and (2) providing Information regarding particular properties and market trends to its clients and prospective clients, so long as the level of Information being provided Is reasonably tailored for Licensee's purposes, Insubstantial and used in compliance with this Section. (b) Except as expressly provided in 2(a) above, Licensee shall not distribute, disclose, copy, reproduce, display, publish, transmit, assign, sublicense, transfer, upload, provide access to, use or sell, directly or Indirectly (Including In electronic form), any portion of the Premium Service, or modify or create derivative works of the Premium Service. (c) Notwithstanding any other provision herein, Licensee shall not: (1) use, reproduce or provide access to any Information that is obtained from the Premium Service, or that Is otherwise made available to Licensee in the Premium Service, for or in connection with any other listing service, device or data sharing arrangement; (2) allow Authorized Users to share their Individual. login information with others; (3) Integrate or incorporate any portion of the Premium Service Into any other database or product; (4) merge, deoompfle, disassemble, or reverse engineerany portion of the Premium Services; (5) use the Premium Service if you are a direct or Indirect competitor of LoopNet or as part of any effort to compete with LoopNet, Including without limitation by using the Premium Service to provide, alone or in combination with any other product or service, any database services to any third party, or by providing any part of the Premium Service to a direct orindirect competitor of LoopNet; or (6) use any portion of the Premium Services in a mannerwhich would violate any laws, regulations, rules or ordinances, including without limitation, the state and local real estate practice, spam and privacy laws. Note: Platinum Searcher includes Premium Searcher, Property Facts and Property Comps. The Premium Service, Owner Service, LoopLink Service and Pro Tools Service are hereinafter individually and collectively referred to as "Services". 3. Ownership. Licensee acknowledges that LoopNet and its licensors have and shall retain exclusive ownership of all proprietary rights to the Service, including all U.S. and International Intellectual property and other rights such as patents, trademarks, copyrights and trade secrets. Licensee will not and will not allow others to: reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of LoopNet's technology or delete or alter author attributes or copyright notices. 4. Term . The term of this Agreement shall begin on the date of signature by LoopNet, shall continue for the initial term specified on the Subscription Form (the "Initial Term"), and shall expire at the end of such Initial Term on the last day of the calendar month in which the Start Date occurred, unless earlier terminated pursuant to the terms hereof. This Agreement shall continue thereafter for successive periods of one (1) year (each such successive period being a'Renewal Term") commencing on the last day of the Initial Term or any Renewal Term, unless sixty (60) days prior to the last day of the Initial Term or any Renewal Tenn, either party has provided the other written notice of an intent not to renew. The 'Start Date" shall be the later of the dale on which this Agreement was signed by LcopNet or the dale on which the Service was activated for Licensee. 5. License Fees: Payment Terms . Licensee agrees to pay the License Fees set forth on the Subscription Form using the payment method indicated, and, if applicable, provides LoopNet express authorization to charge said fees to the Licensee's electronic payment provider at lime of purchase or renewal. Licensee agrees to pay the License Fees and all otherfees set forth in this Agreement, which are priced in U.S. dollars and shall be paid In U.S_ dollars. Licensee's obligation to pay such fees shall begin on the Start Data and payment of License Fees shall not be contingent on any events. In addition to anything set forth herein, LooNet may: (a) on each anniversary o1 the last day o1 the calendarmonth in which the Start Date occurred, increase the License Fees by a percentage equal to the percentage increase In the Consumer Price Index for All Urban Consumers, Seasonally Adjusted, US City Average, A0 Items for the previous twelve months; and (b) at any time during a Renewal Term Increase the License Fees or charge other fees for any portion of the Licensed Product or service provided by LoopNet, provided, that It Licensee does not agree to the Increase or charge implemented solely under this Section 5(b), then Licensee may give LoopNet written notice of termination within thirty (30) days of LoopNet's notice of such increase or charge, in which case Licensee shall continue to pay the License Fees in place before the proposed increase or charge until the last day of the calendar month in which Licensee's notice of termination Is delivered, and this Agreement shall terminate with respect to such portion of the Licensed Product on such date. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by Licensee. If payment is not current, LoopNet may cease to provide the Service to the Licensee after providing Licensee with thirty (30) days' notice and the opportunity to cure its default. The Licensee must notify LoopNet about any billing problems or discrepancies within 90 days after charges first appear on their Account statement. If it Is not brought to LoopNefs attention within 90 days, Licensee agrees to waive their right to dispute such problems or discrepancies. It is the licensee's responsibility to promptly provide LoopNet with any contact or bluing Information changes or updates (including phone number, email address, credit card numbers, etc.). Billing updates should be emailed to MemberServices@LoopNet.com. LoopNet reserves the right to change its payment frequency or bitting methods at any lime; provided. LoopNet will provide timely notice of any such changes. Initial Here V 1 ` EXHIBIT / ' Last Revised: March 10, 2015 &fq 6. Termination . (a) Either party may terminate any portion of this Agreement in the event of any breach of a material term of this Agreement by the other party which is not remedied within thirty (30) days after written notice to the breaching party. (b) LoopNet may terminale any portion of this Agreement Immediately without further obligation to Licensee: (1) upon LoopNet's reasonable suspicionof any violation by Licensee of any provision of Section 1, 2, 3, or 11 hereunder, or any material provision of any other agreement between the parties or their affiliates; or (2) upon rive (5) days written notice at any time if LoopNet discontinues the provision of all or any portion of the Service in which case LoopNet shall refund any fees paid by Licensee to license the terminated portion of the Service after the effective date of such termination, and Licensee shall be released of Its obligation to pay the associated License Fees due after the date of such termination. (c) LoopNet may Interrupt the provision of any portion of the Service to Licensee upon reasonable suspicion of any violation by Licensee of any provision of Section 1, 2, 3, or 11 hereunder, or any material provision of any other agreement between the parties, and Licensee shall continue to be responsible for all License Fees, provided that Licensee shall not be responsible for license fees for an interrupted period if there was not an actual violation. LoopNet will restore the provision of the Service only if all amounts due hereunder are paid and if, In LoopNet's reasonable opinion. LoopNet has received satisfactory assurances as to the cessation of the violation. (d) If the Initial Term or a Renewal Term of the Premium Lister or Premium Searcher portion of this Agreement is designated to last more than one (1) calendar year, notwithstanding anything to the contrary In Section 4 hereof, Licensee may, on a one-time basis and upon written notice to LoopNet, terminate the Premium Lister or Premium Searcher portion of such written agreement effective one year from the date LoopNet receives such written notice, provided that such one-time termination right shall expire on August 31, 2017 or upon Licensee's exercise of Its termination right under this subsection 6(d). At termination or nonrenewal of this Agreement, Licensee may no longer use any portion of the Service in any manner. 7. Communication . LoopNet utilizes email as a vital and primary communication channel. Licensee hereby acknowledges and grants LoopNet the permission to communicate with Licensee and Aulhorized.Users via email (as well as other communication channels such as phone and fax) for any purposes LoopNet determines to be relevant Including, but not limited to, system messages, product updates, service announcements and other marketing messages. LoopNet will use best efforts to honor an Authorized Vsel•s request to opt out of marketing messages, but under no circumstances will LoopNet have any liability for sending any email to Licensee or its Authorized Users. Licensee acknowledges and agrees that LoopNet may record telephone and other electronic communications it has with Licensee or its Authorized Users for LcopNet's internal business purposes; including but not limited to training and quality assurance purposes. Licensee agrees to provide LoopNet with, and to maintain, accurate contact Information In order to submit and maintain active Listings on the Website. Licensee agrees to allow submitted property listings, or any part thereof, to be searched, displayed, accessed, downloaded, copied and otherwise referred to by Authorized Users of the LoopNet Website as well as other LoopNet partner and affiliated websites. B. Limitation of Liability and Indemnification . IN NO EVENT SHALL LOOPNET BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, OTHER INTANGIBLE LOSS, INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION, PRODUCTS OR SERVICES PROVIDED, RELIANCE BY THE LICENSEE ON THE COMPLETENESS OR ACCURACY OF INFORMATION, PRODUCTS OR SERVICES, LOSS OF USE OF DATA, LOSS OF DATA, COMPUTER VIRUSES, COMPUTER CORRUPTION, DELETION OR CORRUPTION OF CONTENT OR DATA MAINTAINED OR TRANSMITTED THROUGH THE USE OF LOOPNET'S SERVICES, PRIVATE LISTING FUNCTIONALITY OR LICENSEE'S FAILURE TO KEEP LICENSEE'S LOGIN ANDIOR PASSWORD SECURE AND CONFIDENT) ARISING OUT OF THIS AGREEMENT. Licensee's exclusive remedy, and LoopNet's entire labigly underthls Agreement, shall be a refund to Licensee of the fees paid to LoopNet hereunder, and In no event will LoopNel's liability for any reason exceed such fee. LoopNet (and Its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from Licensee's use of the Service, and Licensee shall Indemnify LoopNet (and LoopNers officers, directors, employees and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys' fees) as a result of a claim by any person other than Licensee arising from Licensee's use or application of the Services, including but not limited to any liability arising from data, information or Listings uploaded to LoopNet by Licensee, 9. No Warranties . THE SERVICE IS PROVIDED "ASIS" WiTHOUT WARRANTY OF ANY KIND. LOOPNET MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE, INCLUDING ITS ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND LOOPNET SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, WORKMANLIKE EFFORT, NO ENCUMBRANCES OR LIENS, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND, UNDER THE LAW OF THE UNITED STATES, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL ASANY LOCAL JURISDICTIONAL ANALOGUESTO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES. LOOPNET MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES THAT ACCESS TO LOOPNET'S SERVICES WILL BE UNINTERRUPTED OR SECURE. ANY MATERIAL DOWNLOADED FROM THE WEBSITE IS ACCESSED AT CUSTOMER'S OWN DISCRETION AND RISK, AND CUSTOMER WAIVES ALL CLAIMS AND CAUSES OF ACTION RELATING TO ANY DAMAGE TO CUSTOMER'S COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM SUCH DOWNLOADS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LOOPNET OR ITS SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS. 10. Brokers and Agents . Any Licensee or person using the Services under this Agreement who identifies himself or herself as a broker or agent on the LoopNet website member registration form or otherwise purports to be a broker on LoopNel's Find a Broker service hereby represents and warrants that such Licensee or person is validly licensed as a broker and is in compliance with applicable broker requirements in all jurisdictions in which Licensee or person is required to be licensed. LoopNet may, in its sole discretion, but without any obligation to verify the licensure of such individual as a broker or agent, remove from the list of brokers arty Licensee or person whom LoopNet believes is not a licensed broker or agent In any applicable jurisdiction. LoopNet may, in its sole discretion, terminale the accounts of, and refuse services to, any person who repeatedly or knowingly misrepresents Its licensed broker or agent status or upon notification by any slate agency or similar governmental authority that such person is not a licensed broker. LoopNet does not and shall not have any obligation to Independently verify the licensure of individuals identified as brokers and agents on the website. It is Licensee's responsibility to confine the licensed status Of any brokers listed on the LoopNet website. 11. Assignment . This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this Agreement or any license granted hereundermay not be assigned, sublicensed or otherwise transferred by Cuslomerwilhout the prior written consent of LoopNel, which retains the right to withhold consent in its sole discretion. 12. Miscellaneous. This Agreement, and the Service, shall be governed by the laws of the Washington, D.C., without reference to conflict of laws principles. The parties hereby consent to the exclusive jurisdiction and venue of Washington, D.C. for the adjudication of any disputes or claims arising out of and/or related to this Agreement. Should LoopNet file or threaten to file a judicial action against Licensee alleging violation of LoopNet's intellectual property rights or violation of Section 2 of this Agreement as they pertain to Premium Lister and Premium Searcher, Licensee may elect to resolve LoopNet's claims through binding arbitration to be governed by the Commercial Arbitration Rules of the American Arbitration Association and to be held in Delaware pursuant to the laws of the Delaware. Such right must be Invoked within twenty (20) days' of LcopNet's filing of or threat to file a judicial action. Provided, however, that nothing in this paragraph shall be construed to prohibit or prevent LoopNet from requesting any legal or equitable relief or remedy of any kind In any action commenced in state or federal court or in any arbitration proceeding. If any provision of this Agreement is found to be Invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which shall remain in full force and effect. Al notices to Company must be In writing and must be sent registered mall, certified mail, or overnight mail with a return receipt requested to Chief Financial Officer at LoopNet. This Agreement contains the entire understanding of the parties with respect to the Service and supersedes any pdor oral or written statements and documents with respect to such subjsct matter; provided, that this Agreement does not supersede any other written license agreement between the parties unless expressly provided herein. Licensee agrees to keep the terms of this Agreement strictly confidential. This Agreement may not be amended, modified or superseded, nor may any or its terms or conditions be waived, unless expressly agreed to in writing by all parties. Sections 2, 3, 5, 8, 9, 11 and 12 of this Agreement shall survive termination. Initial Here AV a)K� -1 I �` Last Revised: March 10 2015 Costar Realty Information, Inc. Community Relations & Economic Development - 2016 Appropriation #43-593.00; A.O. # 33609, 33610 Contract Not To Exceed $ 14,713.44 EXHIBIT "B" E -verify requirement All terms defined in I.C. § 22-5-1.7 et seq. are adopted and incorporated into this section of the Amendment. Pursuant to I.C. § 22-5-1.7 et seq., Vendor shall enroll in and verify the work eligibility status of all of its newly -hired employees using the E -Verify program, if it has not already done so as of the date of this Addendum. Vendor is further required to execute the attached Affidavit, herein referred to as "Exhibit C", which is an Affidavit affirming that: (i) Vendor is enrolled and is participating in the E -verify program, and (ii) Vendor does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached "Exhibit C." In support of the Affidavit, Vendor shall provide the City with documentation that it has enrolled and is participating in the E -Verify program. This Agreement shall not take effect until said Affidavit is signed by Vendor and delivered to the City's authorized representative. Should Vendor subcontract for the performance of any work under -this Addendum, the Vendor shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E -verify program. Vendor shall maintain a copy of such certification for the duration of the term of any subcontract. Vendor shall also deliver a copy of the certification to the City within seven (7) days of the effective date of the subcontract. If Vendor, or any subcontractor of Vendor, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Vendor or subcontractor subsequently learns is an unauthorized alien, Vendor shall terminate the employment of or contract with the unauthorized alien within thirty (30) days ("Cure Period"). Should the Vendor or any subcontractor of Vendor fail to cure within the Cure Period, the City has the right to tenninate this Agreement without consequence. The E -Verify requirements of this Agreement will not apply, should the E -Verify program cease to exist. IX:lCa=Wftf.S�a& Goods SmTammuWly Relaliom12016TC Smr L=pNcn Add? Sens A=nd cra20Kdw.4121/20161J1 Pb11 CoStar Realty Infonnation, Inc. Community Relations & Economic Development - 2016 Appropriation #43-593.00; P.O. # 33609, 33610 Contract Not To Exceed $ 14,713.44 Exhibit °C11 E -Verify Affidavit ' _�q__Y , being first duly sworn, deposes and says that he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this matter, could testify as follows: 1. I am over eighteen (18) years of age and am competent to testify to the facts contained herein. 2. I am now and at all times relevant herein have been employed by D 56-c►� (the "Company") in the position Of +V'tA PrCS I Jf j 3. I am familiar with the employment policies, practices, and procedures of the Company and have the authority to act on behalf of the Company, 4. The Employer is enrolled and participates in the federal E -Verify program and has provided documentation of such enrollment and participation to the City of Carmel, Indiana. 5. The Company does not knowingly employ any unauthorized aliens. FURTHER AFFIANT SAYETH NOT. EXECUTED on the 5 +'V, day of 201 I certify under the penalties for perjury under the laws of the United States of America and the State of Indiana that the foregoing factual statements and representations are true and correct. _,,- JX1ConUxt5)Pm Svcs &Boats S%c Tommmnit, Pxla11osst120161C6Sta1 Loop ;m AM] Smicca Amcn6mt,0 2016A=4/23/20163:33 PMJ INDIANA RETAIL TAX EXEMPj iLy of C.'armel CERTIFICATE NO. 003-120166 0 FEDERAL EXCISE TAX EXEMPT ONE CIVIC SQUARE 36.6000972 CARMEL, INDIANA 46032-2584 VI APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL -1997 Page 7 of I' - PURCHASE OWC ER NUMBER 33609 THIS NUMBER MUST APPEAR ON INVOICES, AIP VOUCHER, DELIVERY MEMO, PACKINGSLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 3/8/2016 369748 MONTHLY SERVICES GUI IAK REALTY INFORMATION Community Relations VENDOR Pb BOX 791123 SHIP 1 Civic Square TO Carmel, IN 46032 - BALTIMORE, MD 21279--1123 :ONFIRMATION BLANKET .I CONTRACT PAYMENTTERMS FREIGHT QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION ueparrment. -Izus 1 Each Send Invoice To. Community Relations 1 Civic Square Carmel, IN 46032 - Account. 43-593.00 Fund., 101 General Fund MONTHLY SERVICES $7,764.00 $7,764.00 Sub Total $7,764.00 PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECTACCOUNT AMOUNT PAYMENT $7,764.00 SHIPPING INSTRUCTIONS . AIP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A '014IP PREPAID. PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN �. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL (% 'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 ANDACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO, ORDERED BY Fel TITLE �(%e„— CONTROL NO. 33609 CLERK -TREASURER INDIANA RETAIL TAX EXEMPT ulty of rel CEERTIFICATE NO.003120165 002 0 FEDERAL EXCISE TAX EXEMPT ONE CIVIC SQUARE 35.6000972 CARMEL, INDIANA 46032-2584 �4 APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL -1997 Page 9 of 9 PURCHASE ORDER NUMBER 33610 THIS NUMBER MUSTAPPEAR ON INVOICES, AIP VOUCHER DELIVERY MEMO, PACKING SUPS, SHIPPING LABELS AND ANY CORRESPONDENCE IRCHASE ORDER DATE DATE REQUIRED I REQUISITION NO. VENDOR NO. DESCRIPTION 3/9/2016 369749 MONTHLY SERVICES wurwr I Community Relations VENDOR PO BOX 791466 SHIP 1 Civic Square TO Carmel, IN 46032 - BALTIMORE, MD 21279-4466 CONFIRMATION BLANKET CONTRACT PAYMENTTERMS FREIGHT QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION uepaiTmenr. 1203 ACCOUnt 43.593.00 Fund., 101 General Fund 1 Each MONTHLY SERVICES Send Invoice To. Community Relations 1 Civic Square Carmel, IN 46032 - PLEASE INVOICE IN DUPLICATE $6,600.00 $61600.00 Sub Total $6,600.00 DEPARTMENT ACCOUNT PROJECT PROJECTACCOUNT AMOUNT PAYMENT $6,600.00 SHIPPING INSTRUCTIONS ' AIP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A SNIP PREPAID. PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED11ALANCE IN . SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER -roRCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL 'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY TITLE CONTROL N0. 33610 CLERK -TREASURER USA ve fy--, tf7e7sornx iB�ar 1� 4as9 (,spin Employment Eligibility Verification Carolyn S"ed, CSH:`8241 03.29 Pint - 0505/2015 Log Out Horne Company _Information New Case View Cases Company Name: CoSfar Realty Informtion. Inc >Viewl Edit` Search Cases Company. ID Number 15010 Doing Business As (DBA) Edit Pratil2 Name: Change Password DUNS Number. Change Security Questions cbmpany Physical Location: Edit Company Profile Address 1: 1331 I_ Street NVV Acid New User Address 2: View Existing Users City: Washington Close Company Account State: DC . .. Zip code: 20005 Mee., Reports County: DISTRICT OF COLUMBIA cam Manage Web Sernces Additional Information: Employer Identification Number. 522134617 Nriew Essentrai Resources Total Number of Employees: 1.000 to 2.499 TaKe Tutorial Parent organization: Griew User Manual Administrator: Share Ideas Contact Us Organization Designation: Mailing Address: Address 1: Address 2: City: State: Zip Code: Employer Category: None of these Categories apply