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CoStar Realty/Com Rel/4329/LoopNet
CoStar Realty Information, Inc. Community Relations & Economic Department - 2015 Appropriation #1203.4359300; P.O. #33076 Contract Not To Exceed $4,329.00 AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement') is hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and CoStar Realty Information, Inc. an entity duly authorized to do business in the State of Indiana ("Vendor"). TERMS AND CONDITIONS 1. ACKNOWLEDGMENT, ACCEPTANCE: The parties acknowledge that they have read and understand this Agreement, which includes Vendor's Terns and Conditions attached herein as Exhibit A, and agree that its execution of same constitutes their acceptance of all of the Agreement's terms and conditions. In the event of a conflict between Exhibit A and the standard terms and conditions of the Agreement; the standard terms and conditions shall govem over Exhibit A. 2. PERFORMANCE: City agrees to purchase the goods and/or services (the °Goods and Services') from Vendor using City budget appropriation number 1203.4359300 funds. Vendor agrees to provide the Goods and Services and to otherwise perform the requirements of this Agreement. 3. PRICE AND PAYMENT TERMS: 3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than Four Thousand Three Hundred Twenty Nine Dollars ($4,329.00) (the °Estimate°). Vendor shall submit an invoice to City no more than once every thirty (30) days detailing the Goods and Services provided to City within such time period. City shall pay Vendor for such Goods and Services within thirty-five (35) days after the date of City's receipt of Vendor's invoice detailing same, so long as and to the extent such Goods and Services are not disputed, are in conformance with the specifications set forth in Exhibit A. are submitted on an invoice that contains the information contained on attached Exhibit B and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement. 3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of lite Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof. 4. WARRANTY: Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those certain specifications, descriptions and/or quotations regarding same as were provided to Vendor by City and/or by Vendor to and accepted by City, all of which documents are incorporated herein by reference. • 1 leatiglibtelmanAlliftaaaftlaciallWebangnesicaryI mo nWnCmicaO°ImttP M GCdto_h, do nd Amid- bLu 'episcopate!, ,I,lrl/,"zu It BM Costar Realty Information, Inc. Community Relations & Economic Department - 2015 Appropriation #1203.4359300; P.O. #33076 Contract Not To Exceed $4,329.00 5. TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same (°Effective Date", and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. 6. DISCLOSURE AND WARNINGS — Deleted by agreement of the parties. 7. LIENS: Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense. 8. DEFAULT — Deleted by agreement of the parties. 9. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and Vendor from all claims for damages under any workers' compensation, occupational disease and/or unempbyment compensation act; for bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and, for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor's provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property. Subject to Section 11 of Vendor's Terms and Conditions, Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited to, all court costs, attomey fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor's agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. 11. NONDISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran Ic%114000erbsktVatatalaltglneaftusr 1 ny Meng MOCAROWPIOWIIZQCdO,_O.I°IO°etlPayola -Caw Up O® OIdec,IIOOil, I113M 2 CoStar Realty Information, Inc. Community Relations & Economic Department - 2015 Appropriation 11203.4359300; P.O. N33076 Contract Not To Exceed $4,329.00 status. 12. E -VERIFY Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this reference (the °Indiana E -Verify Law", Vendor is required to enroll in and verify the work eligibility status of its newly -hired employees using the E -Verify program, and to execute the Affidavit attached herein as gxhibit 0, affirming that it is enrolled and participating in the E -verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with documentation indicating that it has enrolled and is participating In the E -Verify program. Should Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E -Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana E -Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E -Verify Law. The requirements of this paragraph shall not apply should the E - Verify program cease to exist. 13. NO IMPLIED WAIVER: , The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. 14. ASSIGNMENT Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City's prior written consent; provided, that Vendor shall be permitted to assign the Agreement without consent to a successor in interest, whether by merger, acquisition, stock sale or corporate restructuring. 15. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor under or pursuant to this Agreement. 16. GOVERNING LAW; LAWSUITS: This Agreement is to be construed in accordance with and govemed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 17. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such terrn shall be deemed reformed OF deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. • I KVnefurewposmemeamnrvernseray®r sove HYaYUsetOWYWGwirepeast-c°I acne P,5. cast len' m®, 00armNAlf 0 u l41 3 CoStar Realty Information, Inc. Community Relations & Economic Department - 2015 Appropriation #1203.4359300; P.O. #33076 Contract Not To Exceed 54,329.00 16. NOTICE: Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mail, retum receipt requested, to the party to be notified at the address specified herein: If to City: City of Carmel AND Douglas C. Haney, City Attorney One Civic Square Department of Law Cannel, Indiana 46032 One Civic Square Cannel, Indiana 46032 If to Vendor: CoStar Realty Information, Inc. 1331 L Street NW Washington, DC 2005-4101 19. TERMINATION: 19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor, terminate this Agreement for material breach if such breach is not cured within thirty days of notice of such breach, and/or immediately if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount representing conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.2 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate. 20. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 21. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of the City's authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. 22. HEADINGS AB heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 23. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations set forth in Agreement. •ICOlunlotoboilithmellsollailiataWleticintTspavy Limb nsC at.tatit0o,nap[NuSts, tC tncl r,ym,,. circ *pi ma= mm=+mmal,f u u rut 4 CoStar Realty Information, Inc. Community Relations & Economic Department - 2015 Appropriation #1203.4359300; P.O. #33076 Contract Not To Exceed $4,329.00 24. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 25. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shaft certify that, in signing this document, It does not engage in investment activities within the Country of Iran. 26. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 27. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govem and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors In Interest. SIGNATURE PAGE FOLLOWS • 1 letlareptaladcrArptutoLoaniticrown%s tSTmpal last= IIbt'ogt Miecwlmgco4v_Cant Awl -Cesar kpla . Pllci,I0]OI)It II IMI 5 CoStar Realty Information, Inc. Community Relations & Economic Department - 2015 Appropriation #1203.4359300; P.O. #33076 Contract Not To Exceed 54,329.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety By: J es Brainard, Presiding Officer Date: Ma Ann Burke, Member-, _/ _ AS— Lori Date: 2S / S. Watson, Date: I ATTEST: mber /Diana Cordray, IAMC, Clerk Trt# 'urer Date: A'/ /S CoStar Realty Information, Inc. uthorized Si ture "1/g L i,4W/N Printed Name �v, S9"G er Title FID/TIN: 5 Z' 2 1 3 11(v 17 Last Four of SSN if Sole P oprietor. Date: B/S_( •I InilmellotacreintenAwDagisSinonWtsfsnITageery MSI Ratan OaM 4CVIIE01041•_art end M1y 1• Ca. kV an 111 egenera II 11.11 MI 6 LoopNet License Agreement Subscription Form FOR JNTERNAL ONLY: (Ref ID) 360689 AE: Meagan Stephens Routing Code: Business Code: t LoopNetry ' BILL;TOi Licensee: City of Carmel Location ID: 259128 Address: 1 Civic Sq City/StateiZip: Carmel, IN 46032-2584 Fax: Telephone: (317) 571-2400 Bill -To Contact: Nancy Heck Email for Bill -to -Contact: nheckAcarmel.in.gov USE ° - BILLING CYCLE ' PAYMENT METHOD` Total No. Sites: 1 IM ■ MI Monthly Quarterly Yearly v Check ❑Automatic Withdrawal Total No. Authorized Users (All Sites): 4 'TERM = , One Year Initial Term , 9� SCHEDULE OF SERVICES''.. Site Market Product Description Monthly License Fees (Before Tax) 259128 US Data LN - L000Link Brandino Links — All Data $550.00 Total Monthly Fees From Addilonal Schedule of Services Total Monthly License Fees: $550.00 One Time Implementation Fee: $550.00 One Time Key Token Fee: $0.00 Notes: II ie the Licensees reeponsbfy to promptly provide LoopNet with any conlct or billing information changes or updates (ntludng phone number, email address. credit card numbers, etc.). Contact updates should be made online ma the 'My Profile' lab wittn the -My LoopNer section, once licensee has logged into www LoopNetcom eb&g updates skald be smelled N MemberServicea®L000Net can This Subscription Form, including the Terme and Condtens, the Teens of Use, lungs Policy any addenda and any extybls attached hereto (collectively. the'Agreenent). beMeen the above-named Licensee end LoopNel Inc CLaapNel'), establishes the lens and condIons under which LoopNel will liceme the Service set forth in this Agreement Attached 0 this Agreement are the Teens and Conditions that are an integral part of the Agreement being famed hereby. Terms used on this Subwiptlon Form and not athelanse defined shall have the meanings set forth an the Tema and CondOons. In addition, this Agreement incorporates the Terns of Use (the Terms of Use') evadable omma at wvw.loopr.Loom By using the Service. Licensee agrees to comply with the Tenni of Use end to regularly review such teens for updates and changes To the extant a ConnieI eaate, the Subscription Form and the Timms end Candtans shall govern ave the Terms of Use. In the event that licensee dors not execute this Agreement by the following date 6a012015, the terms of this Agreement shell become nub and void. provided, that if Licensee executes ads Agreement afar such date and LoopNel countersigns 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 managemanl.level employee of Licensee (echidna but not limited to, Vice President or Managng Director), and such person represents and warrants that he or she hes been aunormzed by Licensee to execute this Agreement and that ell necessary earns tenured for the execution have been taker LoopNet hereby provides notke that oly an militarized officer al LoopNet can exaede the Agreement on behalf of LoopNet The parties hereby acknowledge that Ns Agreement may be executed and delivered by facsimile and such Iacs mac Mag constitute a legal and binding agreement on the parties By: Name Title: Date: Address: 165 Berry Street, Suite 4000 Address: San Franascc, CA 94107 Licensee Signature: Print Name: rate: Date: Address: 1 Civic Sq Address: Carmel, IN 46032-2584 Fax it EXHIBIT /4 of 10 LoopNet License Agreement eh t LoopNet- USERS AT ABOVE LISTED SITE Contact Name: James Brainard Licensee: City of Carmel Phone: (317) 571-2401 Location ID: 259128 Address: 1 Civic Sq Key Token Needed? LI Yes L✓JNo City/State/Zip: Carmel, IN 46032-2584 Total Number of Authorized Users at Site 4 Fax: USERS AT ABOVE LISTED SITE Contact Name: James Brainard Title: Mayor Phone: (317) 571-2401 Fax: Email: jbrainard@carmel.in.gov Key Token Needed? LI Yes L✓JNo Contact Name: Nancy Heck Title: Director of Community Relations Phone: (317) 571-2494 Fax: Email: nheck@carmel.in.gov Key Token Needed LJ Yes LJNo Contact Name: Melanie Lentz Title: Community Relations Specialist Phone: (317) 571-2474 Fax: Email: mlentz@cannel.in.gov Key Token Needed? LJYes LJ No Contact Name: Dan McFeely Tale: Economic Development and Community Phone: (317) 571-2464 Fax: Email: dmcfeely©carmel.in.gov Key Token Needed? LJYes IN No EXHIBIT A AT /fl 0 LoopNet- LoopNet Standard Terms and Conditions 1. Subscription. Premium Lister (Including Network Distribution) and Premium Searcher (Including Platinum Searcher) Subscriptions. This Agreement between Licensee and LoopNet concerns any of the following: (a) a website for marketlng commercial real estate (the 'Websle); (b) an interface (the 'interface) for managing commercial property listings (the 'Listings") appearing on me Website; (0) a propnetary database of Ustlngs uploaded by Licensee and other users and related infonnatlon made available to Licensee as a part of Licensee's subscription (the 'Premium Database); and (d) a propnetary database of commeroal real estate information, Including but not limited to, the information, text, photographic and other images and data anlathed therein and the proprietary organization and structures for categorizing, sorting and displaying such Information (collectively, the information Database). Collectively, the Website, the Interface, the Premium Database and the Information Database shall be desc+ihed herein as the Premium Service. The Premium Service is subject to change from time to time and may be subject to property llstlng, property searching. and member directory searching limitations. During the tens of this Agreement. and upon payment of the amounts specified in the current Subsenption 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 Premium Service, subject to and In accordance with the terms of this Agreement and LoopNefs Terms of Use. The Premium Service may be used by no more than the number of users set forth on the Subsaipbon Form (hereinafter referred to as the 'Authorized User ).Except where Licensee in en individual. Authorized Users must be individuals (1) employed by Licensee or an Exclusive Contractor of Licensee and (2) included on LoopNet's Est 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 Authorized User and agrees to notify LoopNet if the number of such Individuals at a ste exceeds the number of Authonzed 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, witch well be provided Premium Membership as long as such Authorized User 15 registered as a member of LoopNetcom. 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 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 (t) all information submitted Is accurate, and (Ii) that Licensee has the dght 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 properly owner to market the lisbng under a duly executed listing agreement All Listings are subject to LoopNet's Listings Pofey. Licensee agrees to allow submitted property (stings, or any pan thereof, to be searched, displayed, accessed, downloaded, copied and otherwise referred to by Authorized Users of the LaopNel Website as well as users of other LoopNet partner and affiliated websites. LoopNet reserves the right to modify or remove al or any part of the Listings posted on the Website consistent with its rights under this Agreement. Owner LoopLink Subscription. This Agreement between Licensee and LoopNet concems Internet -based marketing mods mduding: (a) a pudic webslle for marketing commercial real estate properties (the 'Website), (b) a web -based interface (the 'Interfax) for managing commercial property listings (the 'Listings') appearing on the WebsIle, (c) upon payment of the separate setup fee. a dedicated website and software hosted by LoopNet branded for Licensee containing the Listings rLoopLink site) and fonctionakty related to publishing the listings on the LoopLink site and/or Licensee's proprietary website; (d) a proprietary database of Listings uploadedby Licensee and other LoopNet users and related infomation made available to Licensee as a part of Licensee's subacnption (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 Analytic. Coftectively, the Website, the Interface. the LoopUnk site and the Premium Database shall be described hereon as the Owner Service. The Owner Service is subject to change from lime to time and may be subject to property listing, property searching, and member directory searching limitations. Dunng the term of this Agreement, and upon payment of the amounts specified in the current Subscnpbon Form (the 'License Fees') in accordance with this Agreement, Licensee shall have a nonexclusive, non-transferablelcense (wth no nght 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 eta site identified on the Subscription Fonn 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 time number of Authorized Users set forth in this Agreement Far 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. Sabre a Premium Membership can be acbvaled in an AuthorizedUsers name, each such user must register as a member of LoopNetcom. It shall be Licensee's sole responsibility to upload property listings that Licensee would like to designate for Inclusion on the Website and Licensee shag have the sob responsibility for providing all information, data and/or images necessary lo include such property listing as a Listing on the Website. By submitting Listings to LoopNet, Licensee represents and warrants that (I) all information submitted Is accurate; and (I) that Licensee has the right and authority to submit such Listings to LoopNet and that the Authorized User identified as the anted 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 LoopNet's Ustings Polley, available at http7MvmJgopnetcpmlxNetIMainglegdalkping/Abo.IAllbngpgpgt_aspx . LoopNet reserves the right to modify or remove all or any pan of the Listings posted on the Webate consistent with its rights under this Agreement LoopLlnk Subscription. This Agreement between Licensee and LoopNet concerns Intemet-based marketing tools including: (a) a license to a single public website for marketing commercial real eslate properties (the 'Websile); (b) a web -based Interface (the 'Interface) for managing commercial property listings (the"Listings')appearing on the Website; (c), a dedicated webslle and software hosted by LoapNet branded for Licensee containing the Listings CLoopLlnk site) and functionality related to pubkshing the bstlngs on the LoopUnk site and/or Licensee's propnetary website; (d) BrandingUnks, which is defined as: (i) the provision of hyperlinks to the Licensee's website from the Licensee's name when Licensee listings are returnee in LoopNel.com search results: and 11 the emulsion of the Licensee logo on Individual Licensee listing profile view pages on LaopNelxm, 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 Loopt ink Analytics. Collectively, the Website, the Interface, the LoopLink site and BrandingLinks shall be described herein as the LoopLink Service. The LoopLink Sema is subject to change from time to time and may be subject to property listing, properly searching, and member directory searching imitations. No rights 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 specified In the current Subscription Form (the 'License Fees') In a0ardana with this Agreement, Licensee shall have a nonexclusive, non -transferable license (with no right to cob -license) 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 Licensee would Ike to designate for inclusion on the Website and Licensee shall have the sole responsibility tor providing all Information. data and/or images necessary to Include such property (sting as a Usbng an the Website. By submming Listings to LoopNet Licensee represents and warrants that 0) all Information submitted Is accurate; and (1) 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 a duly executed listing agreement. All Listings are subject to LoopNet's Listings Posey, available at Mlp:/M'law.lQgpnetcolndiMeVManfttleNlarketmg/AbQLWs110go ti y.aspx . LoopNet reserves the right 10 modify or remove all or any part of the Usings posted on the Website consistent with Its nghls under this Agreement. Enterprise Pro Toots. This Agreement between Licensee and LoopNet concerns Intemet-based marketing tools including: (a) Company -level email tool slowing dent to send up to 100,000 0 250,000 email, per month; (b) Company -shared Contact lists with unsubscribe functionality for redplenl, and (c) up to three (3) Company Administrators with the ability to change email addresses and names of emal senders, and such tools shall be described herein as the Pro Tools SeMce. During the len 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 Terms of Use. 2.Qa Premium Lister. (a) Subject to the prohibitions set forth below and in the Terms of Use, dunng the term of bus Agreement Licensee shall be pemiiited to use the Interface for the purposes of designating and uploading Listings represented by Licensee for inclusion in the Website as Premium Listings as sat forth on the Subsaption 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 complance with hx/bru ss Section. (b) Except as expressy provided in 2(a) directly above, Licensee shall not distnbute, dladae, copy. reproduce, display, pubrah, transmit. assign, " Initial Here I EXHIBIT A 3 of lU Leat Rowed. March 10, 2015 sublicense, transfer, upload, provide access to, use or sell, directly or Indirectly (including In electronic torn), any portion of the Premium SeMce, 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 SeMce, or that is othenrise made available to Licensee in the Premium SeMce, for or in connection with any other listing service, device or dela 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 Premium SeMce if you are a direct or Indirect competitor of LoopNet or es pan of any effort to compete with LoopNet, including without Limitation by using the Premium SeMca 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 SeMce to a direct or indirect competitor of LoopNet; or (6) use any porton of the Premium SeMces in a manner whier 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 lo 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 es sat forth on the Subscription Form, shall be entitled to unlimited access end use of the LoopLink site. and may use the Premium Database for the fallowing purposes in the ordinary course of Is business: (1) Licensee's Internal research purposes; (2) providing infomia0on regarding particular properties and market trends to as clients and prospective diens, so long as the level of infonnagon being provided Is reasonably tailored for Licensee's purposes. insubstantial and used In compliance with cols 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. dlsdose, copy, reproduce. display. publish, transmit, assign, sublicense. transfer, uploa0. provide access to, use or sell, directly or indlrecty (including in electronic form), any porion of the Owner SeMce, or modify or create derivative works of the Owner Service. (c) NONdth standing any other provision herein, Licensee shall not: (1) use, reproduce or provide access to any information that Is obtained from me 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, decomplle, disassemble, reverse engineer or create derivative works of any potion Of the Owner Services; (5) use the Owner SeMce it y0u are a direct or indirect competitor of LoopNet oras pan of any effort to compete with LoopNet, including without limitation by using the Owner SeMce 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 (8) use any porton of the Owner Services in a manner which would violate any laws, regulations. rules or ordinances, including without Imitation. the stale and local real estate practice, spam and pnvacy laws. LoopLlnk. (a) Subject t0 the prohibitions set forth below, during the tens 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 indusion m the Website, shall be entitled to unlimited access and use of the LoopLink site end to markeltng Listings on the Website and the LoopUnk site as desedbed on the Subscription Form. (b) Except as expressly provided in 2(a) directly above, Licensee shall not dsiribute, disclose, copy. reproduce, display. publish. transmit, assign. sublicense. transfer, upload. provide access to, use or sell. direclly or indirectly (including in electronic form), any porton of the LoopLink SeMce, or modify or Create denvalee works of the LoopUnk SeMce. For the avoidance of doubt, Nis section (b) prohibits Licensee from attaching the Website 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 Ucensee In the LoopLink Service, for or in connection with any other listing seMce, device or dale sharing arrangement; (2) allow persons with access to the LoopLink SeMces to share their individual login Information with others; (3) integrate or incorporate any portion of the LoopLink SeMce into any other database or product, including without limitation Licensee's own databases or products: (4) merge, decomplle, disassemble. reverse engineer or create derivative works of any portion of the LoopLink Services; (5) use the LoopLink SeMce 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 LoopUnk SeMce 10 provide. alone or in combination with any other product or seMce, any database services to any third paM, or by providing any part of the LoopUnk Service to a direct or indirect competitor of LoopNet; or (8) use any porton of inc LoopLink Services in a manner which would violate any laws, regulations, hulas or ordinances, Including without limitation, the slate and local real estate practice, spam and privacy laws. Premium Beare her/Platinum 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 rollowng 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 porton 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 SeMce, or that is otherwise made available to Licensee In the Premium SeMce, for or in connection with any other listing seMce, device ar data sharing arrangement: (2) allow Authorized Users to share their Individual login Information with others; (3) integrate or incorporate any portion of the Premium SeMce Into any other database or product; (4) merge, decomplle, disassemble, or reverse engineer any porton of the Premium Services; (5) use the Premium SeMce If you are a direct or Indirect competitor of LoopNet or as pan o1 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 seMce, any database services to any third party, or by providing any pail of the Premium Service to a direct or indirect competitor of LoopNet: or (6) use any portion of the Premium 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 pnvacy laws. Note: Platinum Searcher includes Premum Searcher, Property Facts and Property Comps. The Premium SeMce, Owner Service, LoopLink Service and Pro Tools Service are hereinafter individually and collectively referred to as 'services'. 3. Ownership . Licensee acknowledges that LoapNel and its licensors have and shall retain exclusive ownership of all proprietary rights to the SeMce, including all U.S. and international intellectual property and other rights such as patents. trademarks, copyrights and trade sexes. licensee coil not and wig net allow others to: reverse engineer. decomplle. disassemble, merge. copy, use, disclose, seg Or transfer the underlying source code or structure or sequence of LoopNat's technology or delete or alter author attnbutes or copyright notices. 4. Iarp . The term of Nis Agreement shall begin on the dale of signature by LoopNet, shall continue for the initial term specified on the Subsa ption Fomi (the 'Initial Term'). and shall expire at the end 01 such Initial Term on the last day of the calendar month In which the Stan Date acaored, unless earlier terminated pursuant to the teens hereof. This Agreement shall continue thereafter for successive periods of one (1) year (each such successive period being a "Renewal Tenn, commencing on the last day of the Initial Tenn or any Renewal Tenn, unless sixty (60) days prior to the last day of the Initial Tenn ar any Renewal Tenn, either party has provided the other written notice of an intent nor to renew. The 'Start Date' shag be the later of the date on which this Agreement was signed by Lo0pNet or me dale on which the Semce was activated for Licensee. 5. Lietnn,Eees:Payment Terns. Licensee agrees t0 pay the License Fees set forth on the Subscription Farm using the payment method indicated, and, d applicable. provides LoopNet express authorization to charge said fees to the Licensee's electronic payment provider al time of purchase or renewal. Licensee agrees to pay the License Fees and all other fees set forth in this Agreement, which are paced in U.S. dollars and shall be paid in U.S. dollars. Licensees obligation to pay such fees shall begin on the Stan Date 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 of the last day of the calendar month in which the Stan Dale oc erred, increase the License Fees by a percentage equal to the percentage Increase In the Consumer Price Index far All Urban Consumers, Seasonally Adjusted. US City Average, All Items for the previous twelve months; and (b) at any time during a Renewal Term increase the License Fees ar charge other fees for any porton of the Licensed Product or service provided by LoopNet, provided, that If Licensee does not agree to the increase or charge Implemented solely under this Section 5(b), then Licensee may give LoopNet written notice al 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 lad day of the calendar month In which Licensee's notice of termination Is delivered, and his Agreement shall terminate with respect to 50011 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 responslbdity of and paid for by Licensee. If payment is not arrrent. LoopNet may cease to provide the SeMce 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 biting problems or discrepancies within 80 days after charges first appear on their Account statement. If It Is nal brought to LoopNers attention within 90 days, Licensee agrees to waive their right to dispute such problems ar discrepancies. II Is the Licensee's responsibility to promptly provide LoopNet with any contact Or billing information changes or updates (including phone number, email address, credit card numbers, etc.). Billing updates should be emoted to Memberservices®LoopNeLcom. LoopNet reserves the right to change its payment frequency Or billing methods at any lime. provided, LoopNet Will provide timely notice of any such changes. !rubel Here tip / EXHIBIT A c/01 /d Last Reseed. March 10, 2015 IL Thornton . (a) Ether party may terminate any potion o/ this Agreement In the event of any breach of a matenal term of Ws Agreement by the other parry which Is not remedied within thirty (30) days after written notice to the breaching party. (b) LoopNet may terminate any portion of this Agreement immediately without furtner oblgation to Licensee: (1) upon LoopNets reasonable suspicion of any notation by Licensee of any prcnson of Section 1, 2, 3, or 11 hereunder, or any matenal provision of any other agreement between the parties or their aff0ates; or (2) upon five (5) days written notice a1 any timed LoopNel dlsconbnues the provision of all or any porton of the Service In which case LoopNet shall refund any fees paid by Ucensee 10 license the terminated porton 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 alter the date of such temurelion. (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, ar any matenal provision of any other agreement between the pelves, and Licensee shall continue to be responsible for all Ucense Fees, provided that Licensee shall not be responsible for license fees for an intemrpted penod it there was not an actual violation. LoopNel will restore the provision of the Service only if all amounts due hereunder are paid and d, In LoopNet's reasonable opinion, LoopNel has received sabsfactory assurances as to the cessation of the notation. (d) If the Intial Term ora Renewal Term of the Premium Lister Or Premum Searcher potion 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, lemmata the Premium Lister or PrerNum Searcher portion of such written agreement effective one year from the date LoopNel receives such written notice, provided that such one-bme emulation nght shall expire on August 31, 2017 ar upon Licensee's exerdse o Its lemilnation right under this subsection 8(d). Al terminaton ar non -renewal of this Agreement, Licensee may no longer use any porion of the Service In any manner. 7. communjoabon . LoopNet abets email as a vital and primary communication channel. Licensee hereby acknowledges and grants LoopNet the permission to communicate with Licensee and Authonzed Users via email (as well as ether communlcabon channels such as phone and fax) for any purposes LoopNet determines to be relevant including, but not limited to, system messages, product updates, seMce announcements and other marketing messages. LoopNel will use best efforts to honor an Authonzed Users request to opt out of marketing messages, but under no arcumstances wilt LoopNet have any lability for sending any emal to Licensee or its Authonzed Users. Licensee acknowledges and agrees that LoopNel may record telephone and other electronic communications II has with Licensee or its Authorized Users for LoopNet's Internal busness purposes. Including but not binned to training and quality assurance purposes. Licensee agrees to provide LoopNel with, and to mantels% accurate contact information in oder to submit and maintain active Listings on the Website, Licensee agrees to allow submitted properly listings, or any part thereof, to be searched, displayed, accessed, downloaded. copied and olherwlse referred to by Authonzed Users 01 the LoopNel Website as well as other LoopNel partner and affiliated websites. 8. LUDllatlan_gillalWlgLand.DgamNflaatton . IN NO EVENT SHALL LOOPNET BE UABLE 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 LOOPNETS SERVICES, PRIVATE LISTING FUNCTIONALITY OR LICENSEE'S FAILURE TO KEEP LICENSEE'S LOGIN AND/OR PASSWORD SECURE AND CONFIDENT) ARISING OUT OP THIS AGREEMENT, Licensee's exclusive remedy, and LoopNel's entre liability under this Agreement, shall be a refund to Licensee of the fees paid to LoopNet hereunder, and In no event will LoopNet's liability for any reason exceed such fee. LoopNet (and its officers, directors. employees and agents) shall not be liable for any damages whatsoever ansng from Licensee's use of the Service, and Licensee shall Indemnity 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) a5 a result 010 dam 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 date, information or Listings uploaded to LoopNet by Licensee. 9 No Verandas . THE SERVICE IS PROVIDED "AS IS" 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 IMPUED WARRANTIES OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, WORKMANUKE EFFORT, NO ENCUMBRANCES OR LIENS , NONINFRINOEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND, UNDER THE LAW OF THE UNITED STATES, THE IMPUED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WEU. AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES. LOOPNET MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES THAT ACCESS TO LOOPNETS SERVICES WILL BE UNINTERRUPTED OR SECURE. ANY MATERIAL DOWNLOADED FROM THE WEBSITE IS ACCESSED AT CUSTOMER'S OWN DISCRETION AND RISK, AND CUSTOMER WAIVES AU. 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. 8@iertar dAgeOts . My Ucensee or person using the Services under tris Agreement who identifies himself or herself as a broker or agent on the LoopNel websle member registration form or othervnse purports to be a broker on LoopNet's Find a Broker service hereby represents midst/Intents Mat such Licensee or person is validly licensed as a broker and is in compliance with applicable broker requirements In at junsorbons in which Licensee or person is required to be kcensed. LoopNel may. In Its sole discreton, but without any obligation to wooly the bcensure of such indlndual as a broker or agent, remove from the hst of brokers any Licensee or person whom LoopNel believes is no a licensed broker of agent in any applicable jurisdiction. LoopNet may, in its sole disorebon, emanate the accounts of, and refuse services to, any person who repeatedly or knovnngly misrepresents its licensed broker or agent stews or upon notification by any state agency or similar governmental authority that such person Is not a licensed broker. LoopNel does not and shall not have any obligation to independently venfy the licensure of Individuals Identified as brokers and agents on the website. it Is Licensee's responsibility to eonfimn the licensed staves of any brokers listed on the LoopNet webate. 11. Bssjttnmenl . This Agreement shall be binding upon and shall inure to the benefit of the pates and their respective successors and permitted assigns. The rights under the Agreementor any license granted hereunder may not be assigned, sublicensed or otherwise transferred by Customerwithout the prior written consent of LoopNel which retains the right to withhold consent in its sole dlasaeton. 12. Miscella0eogs . ThisAgreemenl, 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 10 the exclusive junsdidion and venue of Washington, D.C. for the adjudication o/ any disputes or claims arising oul 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 Premum Lister and Premium Searcher. Licensee may elect to resolve LoopNet's dams through binding arbitration to be governed by the Commercial Arbitration Rules of the American Arbitration Association and to be held in Delaware pursuant to ale laws of the Delaware. Such right must be invoked vetmn twenty (20) days' of LoopNet's filing of or threat to Me a judicial action. Provided, however, that nothing In Ihls paragraph shall be oonstnied to prohibit or prevent LoopNel 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 ths Agreement is found to be invalid or unenforceable by a court of comps enl judsdid,on, such prows/on shall be severed from the rema:nder of this Agreement which shale remain in hal force and effect. All notices to Company must be In venting 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 partes with respect to the Service and supersedes any prior oral or written statements and documents with respect to such subject matter, provided. Mat 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 teens or conditions be waived, uNess expressly agreed to in con Wg by al parties. Sections 2, 3, 5, 8, 9, 11 and 12 of this Agreement shag sunny* termination. Inial Hera �l6 EXHIBIT Lep Revved March 10 3]l5 CoStar License Agreement Subscription Form FOR! INTERNAL ONLY: (Ref. ID) 359267 AE: Meagan Stephens Routing Code: Business Code: B t ® CoStar- ' BILL.Ttb-, ostar" 'BILL,TO, s ;, Licensee: City of Carmel 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 Bin -to -Contact: nheckacarmel.in.gov USE- '-i. ^v BILLING. CYCLE • PAYMENT • ' Total No. Sites: 1 ❑✓Monthly ■ ❑Yearly Quarterly 4 Check ■ Automatic Withdrawal Total No. Authorized Users (All Sites): 4 • TERM `' COMPS HISTORICAL DATA, .KEY, TOKENS One Year Initial Term From (MM/YY): 5/2000 (COMPS Subea;bam) Total Number of Key Tokens: 3 . SCHEDULE OF SERVICES Site Market Product Description Monthly License Fees (Before Tax) 259128 Indianapolis Costar Suite w/o Connect $647.00 Total Monthly Fees From Additional Schedule of Services Total Monthly License Fees: $647.00 One Time Implementation Fee: $0.00 One Time Key Token Fee: 5447.00 Notes: Costar Suite incudes CoStar Property, Tenant, COMPS, and National For Sale Data for the Indianapolis market. This Subsanpbon Form. including the Terms and Con:Uans, the Tema al Use any addenda and any exFLits attached hereto (collectively, the 'Agreement", between the above-named licensee and CoSlar Realty Inbnnetion, Inc rCostar'I. estabbshae the teens and conations under Misch Corer wig license the products set forth in eve Agreement Attached to ths Agreement are the Terms and Condaone that are an integral part of the Agreement being formed hereby. Tonna used on Ns Subscription Farm end not olhar ase defined shall have the meanings set brth an the Tensa and Conditions. In [Melton Iters Agreement inmryorales the Terms of Use (the -Terms of Use-) available ore a at www costar cam. By using the Licensed Product. Lincase° agrees to comp/' with the Terms of Use end to regularly review such teens for updates and changes. To the extent a conOrct musts the SubsaipUon Fenn and the Terms and Conditions shall govern over the Tema of Use In the event that Licensee does net execute pias Agreement by the following date 5/31/2015, the teens of this Agreement eholl became null and void provided Nat if licensee executes this Agreement after such date and CoSlar countersigns Ns Agreement then Ns Agreement shag be valid and bineng on the ponies The person executing Wm Agreement on behalf of Licensee represents end waren Pal he or she has been manned to do so and eat all necessary actio required for Me execution have been Iaken CoSlar hereby provides name Pat only an aulhonzed officer of Costa can execute Ns Agreement an behalf of CoStar. The parties co as hereby at this Agreement may be executed and delivered by tamle end such facsm1e shag &nsNute a Iegei and binding agreement on the Parties CoStar Realty I atlon, By: Nam A2fi)C `in/w/ 6-70 Title: Date: Address: 5/1-7/ 1331 L NW Address: Washington, DC 20005-4101 Licensee Signature: Print Name: Title. Date: Address: 1 Civic Sq Address: Carmel, IN 46032-2584 Fax tr. EXHIBIT A 6oflc� CoStar License Agreement 0 CoStar e - `• USERS ATABOVE,LISTEDSITE: contact Name: James Brainard Licensee: City of Carmel Phone: (317) 571-2401 Location ID: 259128 I Address: 1 CiviC SQ Key Token Needed? LYes t 1No City/State/Zip: Carmel, IN 46032-2584 Total Number of Authorized Users at Site 4 Fax: e - `• USERS ATABOVE,LISTEDSITE: contact Name: James Brainard Title: Mayor Phone: (317) 571-2401 Fax: Email: jbrainard@carmel.in.gov Key Token Needed? LYes t 1No contact Name: Nancy Heck Title: Director of Community Relations Phone: (317) 571-2494 Fax: Email: nheck@carmel.in.gov Key Token Needed? UYes Ll No Contact Name: Melanie Lentz Title: Community Relations Specialist Phone: (317) 571-2474 Fax: Email: mlentz@cantel.in.gov Key Token Needed? 1 Yes LNo Contact Name: Dan McFeely Title: Economic Development and Community Phone: (317) 571-2464 Fax: Email: dmcfeely@carmel.in.gov Key Token Needed? [✓j Yes LNo EXHIBIT A of (0 to CoStar CoStar Terms and Conditions 1. License . (a) This Agreement between CoStar and Licensee concerns one or more electionlc 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 "Informations and the pmpdetary organization and structures for categorizing. sorting and displaying such Information. and (2) related software (Inc Software'). Those portions of the Software and Database that am icensed hereunder, Including any updates or modifications thereto, and any Information derived from the use of Inc Database, Including as a result of the vedfication of any porion of the Information by Licensee. are collectively referred to herein as the 'Licensed Product' (b) During Ne lens of this Agreement, CoSlar hereby grants to Licensee a nonexclusive, non ransferable license to use only those portions of the Licensed Produa that Bre expressly identified on the SubsatpUon Form, subject 10 and In accordance with the terms of tics Nreement (c) The Licensed Product may be used by no more than the number of users set forth on the Subscription Forth and, except as set forth below. only at the stle(s) apedficaltyidentified herein. All of such users (the *Authorized Users, must be Individuals (1) employed by Ucensee or an Exdusve Contractor of licensee at a site Identified on the Subscription Farn and (2) inducted on CoSsrs list of Authorized Sites & Users for the Licensed Product. Licensee understands that each brokerage. research. analyst appraiser. underwriter. asset manager, sales or other similar personnel at each licensed site must be an Authorized User and agrees to nobly CoSlar if the number of such individuals at a site exceeds the number of Authorized Users set forth In this Agreement An "Exclusive Contractor is defined 85 an individual person working solely for Licensee and not also for themselves or another company with commercial real estate information needs and perfomung substantially the same services for Ucensee as an employee of Licensee. d) Licensee will ensure that access to and use of the Ucensed Product and the user names, passwords and any Key Tokens (collectively. the "Passcodes) used to access the Licensed Product are evaiabte only to Authorized Users. end will not allow anyone other than an Authorized User access to the Licensed Rodua or Passcodes for any reason. 2. Use . (a) Subject to he prohibitions set forth 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 cilems and prospective clients: (3) to market properties; (4) supporting its valuaton, appraisal or counseling regarding a specific property: and (5) creating penosc general market research repass for in-house use or for clients' or prospective clients' use. provided that such reports d0 not contain buildingapedfic or tenanEspeofic Information and are not commeraally or generally dismbuted. Subject to the provisions set fond below. Licensee may print Information or copy Information Into word processing, spreadsheet end presentation programs (or other software programs with the express written consent of CoSter), so long as the level of Information being printed or copied Is reasonably tailored for Licensee'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, publish. transmit assign. sublicense, transfer, provide access to, use or set, directly or indirectly (including In electrode form), any portion of he Licensed Product or modify or create derivative works of the Licensed Product (c) Notwithstanding any other provision herein. Licensee sh811 not (1) upload, post w otherwise transmit any portion 01 the Licensed Product on. or provide access to any portion of he Licensed Product through. the Internet any bulletin board system, any electrank network any listing service or any other data sharing arrangement not restrlded exclusively to Licensee and the Authorized Users, except that (I) Licensee may e-mail a report containing Information that complies with this Section 210 a limited number of Its clients and prospective clients, and (*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 tie posted on any website that may compete with the Licensed Product: (2) use any porton 01 the Licensed Product l0 aeate, directly or indirectly, any database or product; (3) access or use the Licensed Product 0 you are a direct or Indirect competitor of Costar or provide any potion of the Licensed Product to any direct or indirect competitor of CoSlar, (4) store, copy or export any gonion of the Licensed Product Into any database or other software program. except as set IoM In Season 2(a); (5) mortify, merge. disassemble 0r reverse engineer any porion 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 dstribuo Information hat has been verified or confirmed by Licensee for the purpose of developing or conlnibutng to the development of any database, product or service: or (8) use any portion of the Licensed Product Ina manner that would violate any U.S., International, sate or local law, regulation, rule or ordinance, including real estate practice, spam end pnvacy laws. 3. Ownership . Licensee ackn0N'IM1pes h81 COSIar and il5 licensors have and shall retain exclusive ownership Of all proprietary rights t0 the Licensed Product, including all U5. 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 eny portion of the Licensed Product except the right 10 use the Licensed Product es set forth herein. Licensee acknowledges that the Software. Database, Information and Licensed Product constitute the valuable property and confidential copyrighted Information of CoStar and is licensors (collectively, the'Propilesry hlpnnation'). Licensee agrees to (a) comply with all copyright trademark, trade secret patent. contract and other taws necessary to protect all n s in the Proprietary Information, (b) not challenge costars end Is licensors ownership of (or the validity or enforceability of their rights in and to) tile Proprietary Information, and (c) not remove, conceal, obliterate or drcumveni any copyright or other notice or license, use or copying technological measure Included In the Licensed Product Licensee shall be liable lar any violation of the provisions 01 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 Costars consent Licensee may not use or reproduce any trademark, service mark or trade name of CoStar 4. Term . The term of this Agreement shall begin on the Ohne of signature by Costar, shall continue for the initial term specified on the Subscription Form the initial Term'), and shall expire at the end of such Initial Tenn On the Ia51 day Of the calendar month In which the Stan 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 Temp, unless at least sixty (60) days prior to the last day of he Initial Tenn or any Renewal Term, either party hasrovided the other written nodes of an intent not 10 renew. Licensee acknowledges that it is responsible for payment of License Fees pursuant to paragraph 5 for Inc enure Renewal Term unless the Agreement Is canceled in accordance with the notice provisions of this paragraph. The 'Start Dale" shag be he date of dissemination by Costar of a Passcode for such Licensed Product to Licensee; provided that for es sting customers with Passcodes, the 'Stan Date' shall be the date 0f signature of this Agreement by CoStar. 5. Llcense.Eees . Licensee agrees to pay the License Fees and all other fees Set forth in this Agreement. which are pdeed In U.S. dollars and shall be paid In U.S. dollars. Licensee's obligation to pay such fees shall begin on the Stan Date. In addition 10 anything set forth herein, CoStar may: (a) on each anniversary of the last day of the calendar month In which the Start Date occured, increase the License Fees by a percentage equal 10 the percentage increase in the Consumer Price Index for All Urban Consumers (CPEO) for the previous twelve months; and (b) al any time during a Renewal Tenn increase the License Fees or charge Other lees for any portion of the Licensed Product or service provided by CoStar, provided, that if Ucensee does nal agree to the increase or charge Implemented solely under this Sedan 5(b). 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 shall continue to pay the License Fees In place before the proposed Increase or charge untl he last day of the calendar month In which Licensee's notice of termination Is delivered. and his Agreement shag terminate with respect to such porion al the Ucensed Product on such date. to fees shall be biked in advance in accordance with he biding cycle identified herein and are due net fifteen days. All payments received after he due dame will Incur a late payment charge from such due date until paid at a rate equal to Inc lesser of 1.5% per month or he maximum rale permined underapplicable law. In ad cases, the amount of License Fees shall be paid by Licensee to CoStar in lull without any right of set-off or deduction. CoSter may accept any payment without prejudice to Is dghs to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check, payment or elsewhere will be construed as an accord or satisfacdon. The License Fees 0o 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. CoStar shag not be bound to use third party payment vendors, and any fees charged by such vendors Shall be added 10 the License Fees payable hereunder. At Costars option, Licensee shall pay such faxes or fees directly or pay l0 CoSlar any such taxes or fees immediately upon invoicing by CoStar. 6. Termination . (a) Either party may terminale any potion of this Agreement In the event of (1) any breach of a material term of this Agreement by the Other parry which 15 not remedied within thinly (30) days after written notice to the breaWng parry; or (2) Inc other party's making an assignment far the benefit of Is creditors, or the filing by or against such pany of a petition under any bankruptcy or Insolvency law, which is not discharged within 30 days of such hang. (b) CoStar may snNrete any porion of this Agreement immediately wit out hatter obligation t0 Licensee: (1) upon CoSeafs good faith detemtinabon of any violation by Licensee of any provision 0f Section 1. 2. 3, or 13(0) hereunder, Or any material provision of eny other agreement between the partes; or 2) In he event that CoStar discontinues a particular marker Or mantes thal font a part Of the license Product or discontinues a particular product, upon five (5) days written notice el any time in CoStars sole discretion in which case CoSlar shall refund any lees paid by Licensee to license the terminated porton of the Licensed Product after the effective data of such termination. and Licensee shag be released of is obbgadon to pay the associated License Fees due after the dale of such termination. (c) CoSlar may Intenupt he provision of any pardon of the Licensed Product to Licensee upon CoStars good faith determination of any violation by Licensee of any provision of Section 1. 2. 3, or 13(a) hereunder. or any material provision of any other agreement between the partes, end Licensee shall continue to be responsible for all License Fees, provided that Licensee shall not be responsible for lcense lees for en interrupted period if there was not an actual violation. CoSiar will restore he provision of the Licensed Product only if all amounts due hereunderare paid and it in CoStars reasonable opinlon, CoSlar has received satisfactory assurances as to the cessation of the violation. (d) If the Initial Tenn or a Renewal Tenn of this Agreement Is designated to last more than one (1) calender year, notwithstanding anything to the contrary in Section 4 hereof, Licensee may, on a one -Lime basis end upon written notice to CoStar, terminate such Inldal or Renewal Term efealve one year (ram the data CoStar receives such written notice, provided that such one-time termination right shall expire on August 31, 2017 or upon Licensee's exercise of Is termination right under this subsection 6(0). (e) Upon Licensee's bread, of any term of this Agreement, all License Fees and ad other lees payable hereunder shall become immediately due and payable in full and in addition to he foregoing, CoStars remedies 5te11 include any damopes and relief available at law or in equity. If CoStar retains any third party to obtain any remedy to which it is entitled under his Agreement, CoStar shall be entitled to recover all rosy, including attorneys lees and collection agency commissions, CoStar Incurs. 7. Posttermination . At termination or nonrenewal of this Agreement, Licensee may no longer use any Paton of the Licensed Product In any manner. Within sin (10) days after the etedive date of termination or nonrenewal, Licensee wig permanently delete or destroy all elements of he Licensed Product under its control and upon request from CoSler, afhrtn the completion of this process by execution and delivery to CoStar of an affidavit to that effect reasonably satisfactory to CoSlar. In addition, CoSlar may at its sole expense audit Licensee's compliance with this provision and the teens of the Agreement, provided, that such audit wlil occur under Ucensee's reasonable supervision end Ucensee shall cooperate in the conduct of the audit 8. Liamsad rodut . During the tern of this Agreement CoSlar will provide updated information to Licensee, which updates may be provided through he Internet or In such other manner as determined by CoStar. Licensee is responsible for providing all hardware, software and equipment necessary to obtain and use the Licensed Produce. Licensee Is responsible for all larges necessary to access the Licensed Product. CoSlar reserves the right to modify any pert of the Ucensed Product or the way the Licensed Product is accessed at any me, so long as such modifications do not significantly degrade the depth of Information provided to Licensee hereunder. 9. IfommatiOn . Licensee shall use reasonable a Ions t0 keep CoSear Informed about commercial end investment space available for lease and/or sale and transaction Womlation with respect to properties that Licensee owns, contras, represents or holds exclusives. Licensee hereby grants to Costar en irrevocable, non-exclusive license with respell 10 Costars and its emlbales' databases to use, modify, reproduce and sublicense wih respect to commerdal real estate information available on Licensee's web site. CoStar edmowledges mel if Licensee Kale Here �v EXHIBIT A g of (C) List Reused August 30 2012 provides CoStar with any Information or Images, Licensee retains its rights to such information and images, even following termination of this Agreement 10. LIMITATION ON11ABJLLTY . (a) LICENSEE ACKNOWLEDGES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. COSTAR AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND THIRD PARTY SUPPLIERS (COLLECTIVELY. THE 'COSTAR PARTIES') 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 LICENSEES 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 CONNECTIIS INDEPENDENT OF LICENSEE'S EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAI.1ON WITH THIS AGREEMENT OR ANY USE OF THE LICENSED PRODUCT. EVEN IF COSTAR HAS BEEN (SED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES IN THIS SECTION MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HNOAAS ION ARI ERNS HG O ETPROVOFVIISIONS R OF THISPERTAININSECTION APPLY E WITHOUT O THIS AGREENT MAYB BROUGHT BY LICENSEE A REGARD TO THE CAUSE OR FORM OF ACTION, WHETHER THE DAMAGES ARE GROUNDED IN CONTRACT, TORT OR ANY OTHER CAUSE OF 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 NO 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. Assignment . The parties' obligations hereunder are binding on their successors, legal representatives and assigns. Licensee may not assign or transfer (by operation of law or otherwise) this Agreement nor the license granted hereunder, in whole or in part, wMout the prior wotler) consent of CoStar. 13. PPasscodes.Key.Iokeos . (a) Licensee will desgnate a person authorized to determine and change the level of each Authonzed User's access to the Licensed Product and designated to ensure that Licensee complies cath this Agreement No Authorized User may access the Licensed Produce using any Passcade other than the Passcodes assigned to such Authorized User. No Authorized User 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 User's change Of employment or contractor status with Licensee. includng termination of an Authonzed User's employment or contractual service with Licensee, and upon such termination Licensee shell destroy the Passcodes for such Authorized User. No Authorized User who ceases to be an employee or Independent Contractor of Licensee may use any Passcodes in any manner. (b) Each Authonzed User's access to the Licensed Product may be limited to a designated computer, provided, that an Authorized User may email CoStar Customer Support at suppon@costancom to receive an acetonic apparatus (a 'Key Token') desgned to enable such Authorized User to access the Licensed Product from multiple computers for 5149 per Key Token (before lax). All Key Tokens licensed by Licensee shall constitute part of the Licensed Product. 1(a Key Token has been lost, stolen or damaged, upon Licensee's email request to CoStar Customer Service for a replacement Key Token. Costar shall deliver Licensee a replacement Key Token and Licensee shall pay CoStar 1149 (before tax) for each such replacement Key Token; provided, mat CoStar will replace a Key Token if it malfunctions through normal usage (due to no fault of the Licensee) free of charge dunng the Initial Term. 14. Notices . All notices given hereunderwtll 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 Internatona cattier. 11 such nate i5 bang delivered to Licensee, such nice shall be delivered to Licensee's address specified on the Subscription Fonn or to such other address as Licensee may specify, emelt bang delNered l0 CoStar, delivered to the adciress set fonh on the Subscription Form, Attention: Director of Sales Administration, or to such other address a5 CoStar may specify. All notices will be deemed given if delivered personally. on the day of delivery, t1 mailed by registered or certified mal, three days alter the date of malting 11 delivered by overnight U.S. mall, one day after mailing, and if delivered by overnight International mall, four days after malting Licensee agrees mal CoStar may include notices on Invoices sent 10 Licensee by regular mall. 15. Eorcejtajeure . None of the CoStar Parties shall have any liability for any damages resulting from any failure l0 perform any oblgation hereunder or from any delay in the performance thereof due to causes beyond CoStars control, inducing industrial disputes, acts 01 Gad or government public enemy, war, fire. other casually. falure of any ink or connection whether by computer or otherwise, or failure of technology or telecommunications or other method or medium of stanng or transmitting the Licensed Product 16. User_Infolmaion . Licensee acknowledges that if it Creates any settings, surveys, fields or luncvons In the Licensed Product or inputs, adds or exports any data into or from the Licensed Product (collective)y, the "User Data'). none of the CoStar Parties shall have any liability or responsibility for any of such User Data, including the loss, desliniction or use by third parties of such User Data. Documents posted by Licensee to the client methane! component of Licensee's designated CoStar Connect web site shall constitute Licensee Content (as defined In the CoStar Connect agreement) and User Data. Licensee acknowledges that It l5 Ucensee's responsibility to make back-up copies of such User Data. For each licensed site, Licensee ps allotted an aggregate amount of 100 megabytes of storage space in any CoStar Property Professional Licensed Product per Authorized User located at that sne. 17. Choice of I aw Jurisdiction' RlgbLloikcLAmltration This Agreement shall be construed under the laws of the District of Columbia without regard 10 choice of law princtples. CoStar irrevocably consents to the exclusive junsdt-0lon of the federal and state coons located in the Dstnn of Columbia for the purpose of any action brought against CoStar in oannoction with this Agreement or use Of the Licensed Product. Ucensee irrevocably consents to the jurisdiction and venue of the federal and state courts located in the District of Columbia, or In any Stale where Licensee's Authonzed Users are located, for purposes of any action brought against licensee In connection with this Agreement an use of the Licensed Product Should CoStar file or threaten to file a juddal action against Licensee alleging violation of CoStars intellectual property rights or violation of Section 2 of this Agreement, Licensee may elect 10 resolve CoStars claims through bnding arbitration to be governed by the Commeroal Arbitration Rules of the Amencan Arbitration Association and to be held in the Disthct or Columbia pursuant to the laws of the Disthct of Columbia Such right must be invoked within Twenty (20) days of CoStars filing of or threat to file a ludioal action. Pranced, 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 stale or federal court or in any arbitration proceeding. 18. Miscellaneous. This Agreement contains the entire understand ng of the parties with respect lo the Licensed Product and supersedes any prior oral or written statements by Licensee, CoStar, or their respective representatives and documents with respect to such subject matter, provided, that this Agreement does not supersede any other written license agreement between the perces unless expressly provided herein. Licensee agrees to keep the temps of this Agreement Wetly confidential. Tuts Agreement may not be amended, modified or superseded. nor may any of its terms or conditions be waved, unless expressly agreed to In writing by all paries. I any provision of nits Agreement not bang of a fundamental nature is held to be invalid. illegal or unenforceatle, the validity, legality and enforceabliry of the remainder of the Agreement will not be affected. If a provision is held to be invalid, itlegal or otherwise unenforceable, it shell be deemed to be replaced with an enforceable provision that retains the intent and benefits of the anginal provision. Licensee acknowledges that m the event of a breach of any of these terns by Licensee, CoStar may suffer irreparable horn and shall be entitled to injunctive rebel (without the necessity of posting a bond) as well as all other monetary remedies available at law win equity. The failure of any party at any time to require futl performance of any provision hereof will in no manner area the right of such party at a later time to enlace 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 sunnve nonrenewal or termination of the Agreement EXHIBIT A Nicol Hone 4, 7 04.0 Lan Re,sed. Ae2ust30 2012 FTC NOTICE To settle concerns arising from CoStar Group, Inc.'s ("CoStar") proposed acquisition of LoopNet Inc.("LoopNet"), CoStar has agreed to enter into a consent order (the "Order") with the Federal Trade Commission ("FTC"). This document explains some provisions of the Order that may affect how Costar does business with you. The FTC and Costar agreed that CoStar would send this document to you to be sure you are aware of the Order and its key terms. This Order does not impose obligations on you. Rather, it gives you certain rights in your business dealings with CoStar. Below is a brief description of those rights, and directions on how you can get more information about the FTC's Order. The Order makes clear that you may choose to do business and to provide commercial real estate listings and information to Costar's competitors, and that CoStar won't offer you less favorable price or other contract terms because of that. CoStar may by contract continue to prohibit you from providing data from Costar's database to CoStar's competitors. However, your contract allows you to provide CoStar's competitors with commercial real estate listings and information derived independently of CoStar's databases. The Order also protects you from the early termination of your contract by CoStar except in certain circumstances. With a few exceptions, CoStar may not terminate its services without prior notice to you, unless: (1) Costar obtains an order from a judge or an arbitrator; or (2) CoStar follows a procedure outlined in the Order that requires CoStar to provide written notice of the termination to the monitor appointed by the Commission, discuss the reasons for the termination with you within 2 days after the termination, and follow other steps. In many circumstances, you will have the right to arbitrate any contract dispute with CoStar. The Order also ensures that CoStar will not penalize you if you provide commercial real estate listings or information to CoStar's competitors, endorse or invest in CoStar's competitors, or exercise your right to terminate a multi-year contract. CoStar may continue to charge different prices and offer different products to its customers, and may terminate or decline to renew contracts if customers do not agree to the contract terms permitted by the Order. However, the Order generally ensures that CoStar will not offer less favorable prices, product offerings, or other contract terms, and will not terminate your relationship with Costar because you are doing business with CoStar's competitors. The Order gives you additional protections with respect to how you purchase CoStar products. For example, CoStar may not require you to subscribe to one of CoStar's products as a condition to subscribing to another CoStar product. Similarly, CoStar may not require you to subscribe to products covering one or several geographic areas as a condition to subscribing to products covering other geographic areas. However, CoStar may continue to offer its customers discounts if they purchase more than one of CoStar's products or subscribe to products covering more than one geographic area. Costar also may offer its listings and information products to its customers bundled together on new platforms, although Costar has agreed that if it does, it will also continue to offer the products separately for about 3 years at commercially reasonable prices. For more information: This document summarizes some but not all of the Order and its terms. CoStar's actual obligations are described in the Order itself, which you can read and download in its entirety on the Federal Trade Commission's web site at http://www.ftc.gov/os/caselist/1110172/120426costardo.pdf. If you have any questions about the Order, you may contact CoStarat ftccompliance@costar.com or the FTC at http://www.ftc.sov/ftc/contact.shtm. Guy Dorey is the FTC's monitor; you may reach him at guy@dorey.com. EXHIBIT 4 /6 J(0