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SOFTWARE LICENSE AGREEMENTSoftware License Agreement This Software License Agreement ("Agreement") is entered into November 4 , 2019 (the "Effective Date") by and between GIS WebTech LLC, ("LICENSOR"), a Georgia limited liability company, whose mailing address is 5655 Cherokee Trace, Cumming, GA 30041_and the City of Clearwater, Florida ("LICENSEE") a Florida municipal corporation, with offices located at 600 Cleveland Street, Suite 600 Clearwater, FL 33755. LICENSOR and LICENSEE may be referred to herein collectively as the "Parties" or individually as a "Party". RECITALS: • LICENSOR is the owner of a software solution for online site selection and analysis ("Recruit"); • LICENSEE desires to obtain a license to use Recruit as a Software -as -a -Service ("SAAS") application; • LICENSOR desires to grant LICENSEE a license to use Recruit as a SAAS application. NOW, THEREFORE, in consideration of the mutual promises contained here (the receipt and sufficiency of which is hereby acknowledged) the Parties hereby agree as follows: ARTICLE 1 LICENSE GRANT 1.1 Grant of License. Subject to the terms and conditions of this Agreement LICENSOR will provide LICENSEE with online access to Recruit ("Software") for use as described in Schedule A, Statement of Work, (attached hereto and incorporated herein), including updates, bug fixes, or other minor enhancements or improvements that are made generally available by LICENSOR to similarly situated clients paying similar license fees (hereafter the "Services"). Subject to the terms and conditions of this Agreement, and only upon payment in full to LICENSOR, LICENSOR grants to LICENSEE a personal, nontransferable, non-sublicensable, nonexclusive limited license to use Recruit for LICENSEE'S own use, in accordance with any documentation provided by LICENSOR, to allow web site users to view and search for information about properties and related data. 1.2 License Attributes. The license for LICENSEE's use of the Services will be personal, nontransferable, non- sublicensable, nonexclusive limited license and irrevocable except as provided herein. The license authorizes LICENSEE to use Recruit for any aspect of their business in accordance with the terms of the Agreement. Any changes or additions to the Services requested by LICENSEE must be agreed in writing and signed by both parties, and LICENSEE agrees and recognizes that any such changes may require changes to agreed delivery schedules and the payment of additional fees to LICENSOR. 1.3 Delivery. LICENSOR shall deliver a URL linking to the Software electronically in writing, to LICENSEE within three (3) business days following the delivery of all items required from LICENSEE as documented in Schedule A, Section 6 ("Delivery Date"). 1.4 Acceptance. LICENSEE has three (3) business days following the Delivery Date to complete testing of the Software ("Acceptance Period"). If testing establishes that the Software does not conform to the acceptance criteria set forth in Exhibit A (the "Acceptance Criteria"), Licensee shall send written notice setting forth in reasonable detail the nature of the nonconformity (the "Nonconformance Notice"). Upon receipt of the Nonconformance Notice, Licensor, at no further expense to Licensee, shall promptly take all steps necessary to bring the Software in conformity with the Acceptance Criteria within three (3) business days. Licensor shall resubmit the corrected Software to Licensee, and the procedures set forth in this Section 2(d) will repeat until the Software is accepted by Licensee by written notice to the Licensor. If a Nonconformity Notice is not sent to Licensor by the end of the Acceptance Period, the Software will be deemed accepted. GM19-9216-077/243299/1 Page 1 of 14 ARTICLE 2 PROPRIETARY RIGHTS OF LICENSOR 2.1 Restrictions on Use LICENSEE acknowledges and agrees as follows: (a) Although LICENSEE is permitted by LICENSOR to use Recruit according to the terms and conditions herein, LICENSOR owns and forever retains sole and exclusive right to control and direct the manner or means by which Recruit is provided and Services are performed. Nothing herein entitles LICENSEE to actual possession of any software. LICENSEE does not obtain any right to use, modify, duplicate or reverse engineer any aspect of Recruit or the Services. (b) LICENSEE agrees that it shall not: i) modify, decompile, translate, distribute, rent, sell, lease, license, assign or otherwise transfer all or any part of Recruit or the Services (including any associated documentation) and LICENSEE's rights to use Recruit and such Services, except for use by web site end-users as described herein, ii) reverse engineer or otherwise attempt to discover source code or underlying ideas or algorithms of Recruit or the Services, or iii) modify or create derivative works based on Recruit or the Services. (c) Recruit will include LICENSOR's image logo and text descriptions identifying LICENSOR's ownership, copyright notice, and links to LICENSOR websites. ARTICLE 3 LICENSEE DUTIES AND RESPONSIBILITIES 31 Data and Information_ LICENSEE shall make available in a timely manner at no charge to LICENSOR all technical data, programs, files, documentation, sample output, or other information and resources reasonably required by LICENSOR for the provision of the Services to LICENSEE including but not limited to the Data described in Schedule A, Section 6. LICENSEE will be responsible for, and assumes the risk of, any liabilities resulting from the content, accuracy, completeness and consistency of all such data, materials and information supplied by LICENSEE. LICENSEE shall cooperate with LICENSOR and provide such assistance as LICENSOR may reasonably request in connection with LICENSOR's efforts to obtain all consents, approvals and authorizations of and cooperation from third parties which may be necessary or required in order to use the materials or information provided by LICENSEE. LICENSEE shall bear any costs (including those above and beyond LICENSOR's quoted costs) including added time resulting from LICENSEE's failure to meet its obligations in this paragraph. ARTICLE 4 OWNERSHIP 4.1 LICENSEE acknowledges that, as between LICENSOR and LICENSEE, all right, title and interest in the Services including the Recruit software, and any other LICENSOR materials furnished or made available hereunder, and alI modifications, enhancements and improvements thereof, including all rights under copyright and patent and other intellectual property rights, belong to and are forever retained solely by LICENSOR, or LICENSOR's licensors and providers, if any. There are no implied rights. ARTICLE 5 FEES, EXPENSES, AND TAXES 5.1 Fees. LICENSEE shall pay LICENSOR the fees listed in Schedule B ("Fees", attached hereto and incorporated herein) according to the following schedule: • One hundred percent (100%) of the Set -Up Fee due and payable net 30 of Effective Date. • One hundred percent (100%) of the Recruit Annual License Fee plus one hundred percent (100%) of the Workforce Data License Fee shall be due and payable net 30 upon transmittal of the functional URL for the installation from LICENSOR to LICENSEE. GM19-9216-077/243299/1 Page 2 of 14 • One hundred percent (100%) of the Property Listing Data License Fee, shall be due and payable net 30 upon transmittal of the functional URL for the installation from LICENSOR to LICENSEE. • One hundred percent (100%) of the Recruit Annual License Fee, plus one hundred percent (100%) of the Property Listing Data License Fee, plus one hundred percent (100%) of the Workforce Data License Fee shall be paid thirty (30) days prior to each of the first and second anniversaries of the Effective Date and any extensions as provided for hereunder, subject to the Licensee having received an invoice timely and in the proper format as required by Licensee's purchasing/finance requirements. The Property Listing Data License Fee and Workforce Data License Fee may be changed by LICENSOR with effect prior to the third anniversary of the Effective Date only if the fees charged to LICENSOR for such data are increased by its property data supplier and workforce data supplier, respectively. LICENSEE may terminate the provision of property listing data and workforce data with thirty (30) days -notice if LICENSEE does not consent to the increase in said fees. LICENSOR may cease provision of Services at any time if payment is not timely made. Payment, and any applicable late or interest fees shall be paid in accordance with the Florida Prompt Payment Act, provided LICENSOR is not in breach of this Agreement. 5.2 Payment Disputes. Licensee may withhold from payment any and all payments of Fees that Licensee disputes in good faith, pending resolution of such dispute, provided that Licensee: (i) timely renders all payments and amounts that are not in dispute; (ii) notifies Licensor of the dispute prior to the due date for payment, specifying in such notice the amount in dispute and the reason for the dispute; (iii) works with Licensor in good faith to promptly resolve the dispute; and (iv) promptly pays any amount determined to be payable by resolution of the dispute. 52 Expenses. LICENSOR shall provide a summary of estimated reasonable out-of-pocket expenses to LICENESEE in advance of incurring such expenses. Provided LICENSOR has obtained priorwrittenapproval from LICENSEE, LICENSEE shall reimburse LICENSOR for all reasonable out-of-pocket expenses actually incurred by LICENSOR in performance of the Services. 5.3 Taxes. If LICENSEE is not a tax-exempt entity, LICENSEE shall pay or reimburse any and all federal, state, dominion, provincial or local sales, use, personal property, excise, or other taxes, fees or duties resulting from or related to the use of the Services by LICENSEE under this Agreement (other than taxes based on LICENSOR's net income). ARTICLE 6 ADDITIONAL SERVICES 6.1 In the event that LICENSEE desires LICENSOR to provide additional consulting or other services beyond the scope of the Services, then the parties shall mutually agree upon a Statement of Work describing the scope of such consulting or other services, which document shall be signed by both parties and appended to this Agreement and made a part hereof. Any additional fees for such consulting or other services will be billed on a time and materials basis in accordance with the rates set forth in Section 4 of Schedule A unless different fees are mutually agreed in the applicable Statement of Work. ARTICLE 7 CONFIDENTIALITY 7.1 Subject to the State of Florida's broad public records law, including Chapter 119, Florida Statutes, each party agrees to keep confidential and not disclose or use except in performance of its obligations under this Agreement, confidential or proprietary information related to the other party's technology or business, including, but not limited to: information relating to products or technology or the properties, composition, structure, use or processing thereof, computer programs, code, algorithms, schematics, data, know-how, processes, ideas, inventions, and other technical, business, financial, and product development plans, GM19-9216-077/243299/1 Page 3 of 14 forecasts, strategies and information (all of the foregoing, "Confidential Information"). Each party shall use reasonable precautions to protect the other's Confidential Information. Confidential Information shall not include information that (a) is in or enters the public domain including in reasonably available public or government databases through no improper action or inaction by either Party; (b) was rightfully in the Receiving Party's possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to the Receiving Party by another person without restriction; or (d) was independently developed by the Receiving Party by persons without access to such information and without use of any Confidential Information of the Disclosing Party. Each party may disclose Confidential Information that is required to be disclosed by a court or other adjudicative body, or by law, provided that reasonable measures are taken to minimize disclosure and guard against further disclosure, and also provided that the party gives the other party prior written notice of the proposed disclosure to allow the other party to seek protection for the Confidential Information. This obligation to keep confidential all Confidential Information shall survive this Agreement and remain for a period of two years after its termination. 7.2 Public Records. In addition to all other contract requirements as provided by law, the contractor executing this agreement agrees to comply with public records law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: 727-562-4092, Rosemarie.Call@myclearwater.com, 112 S. Osceola Ave., Clearwater, FL 33756. The contractor's agreement to comply with public records law applies specifically to: a) Keep and maintain public records required by the City of Clearwater (hereinafter "public agency") to perform the service being provided by the contractor hereunder. b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise provided by law. c) Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. e) A request to inspect or copy public records relating to a public agency's contract for services must be made directly to the public agency. If the public agency does not possess the requested records, the public agency shall immediately notify the contractor of the request and the contractor must provide GM19-9216-077/243299/1 Page 4 of 14 the records to the public agency or allow the records to be inspected or copied within a reasonable time. f) The contractor hereby acknowledges and agrees that if the contractor does not comply with the public agency's request for records, the public agency shall enforce the contract provisions in accordance with the contract. g) A contractor who fails to provide the public records to the public agency within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. h) If a civil action is filed against a contractor to compel production of public records relating to a public agency's contract for services, the court shall assess and award against the contractor the reasonable costs of enforcement, including reasonable attorney fees, if: 1. The court determines that the contractor unlawfully refused to comply with the public records request within a reasonable time; and 2. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the contractor has not complied with the request, to the public agency and to the contractor. i) A notice complies with subparagraph (h)2. if it is sent to the public agency's custodian of public records and to the contractor at the contractor's address listed on its contract with the public agency or to the contractor's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. A contractor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. ARTICLE 8 WARRANTIES 8.1 LICENSOR will use commercially reasonable efforts to provide the Services in a professional and workmanlike manner. Licensor warrants that: (i) the Software will perform as described in the specifications set out in Exhibit A during the Term of this Agreement and (ii) at the time of delivery the Software does not contain any virus or other malicious code that would cause the Software to become inoperable or incapable of being used in accordance with the terms of this Agreement; and (iii) the Software does not contain any open source components. 8.2 If, during the period specified in Section 8.1, any Software fails to comply with the warranty in Section 8.1, Licensor shall, at Licensee's reasonable request, either: (i) repair or replace the Software; or (ii) refund the Fees paid for such Software pro -rated to the date of non-compliance, subject to Licensee's ceasing all use of and, if requested by Licensor, returning to Licensor all copies of the Software. The remedies set forth in this Section 8.1 are Licensee's sole remedies and Licensor's sole liability under the limited warranty set forth in Section 8.1. 8.3 EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 8.1, LICENSOR MAKES, AND LICENSEE RECEIVES, NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, ARISING IN ANY WAY OUT OF, RELATED TO, OR UNDER THIS AGREEMENT OR THE PROVISION OF MATERIALS OR SERVICES THEREUNDER, AND LICENSOR SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRRUPTED OR ERROR FREE. IN NO EVENT SHALL LICENSOR HAVE ANY LIABILITY FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS 6M19-9216-077/243299/1 Page 5 of 14 OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING IN ANY WAY OUT OF THIS AGREEMENT UNDER ANY CAUSE OF ACTION. ARTICLE 9 INDEMNIFICATION AND INSURANCE 9.1 Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Licensee resulting from any third -party claim, suit, action, or proceeding ("Third -Party Claim") that the Software or any use of the Software in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights, provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor's sole cost and expense, to (A) modify or replace the Software or component or part thereof, to make it non -infringing, or (B) obtain the right for Licensee to continue use. If neither of these alternatives are possible notwithstanding Licensor's commercially reasonably efforts, Licensor may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Licensee, provided that Licensor shall refund or credit to Licensee all amounts paid by Licensee in respect of the Software that Licensee cannot reasonably use as intended under this Agreement pro -rated to the date of termination. 9.2 LICENSOR shall, at its sole cost and expense, secure and maintain in force while the contract is in effect, policies of insurance as provided for in Exhibit C (attached hereto and incorporated herein). ARTICLE 10 TERMINATION 10.1 This Agreement will take effect on the Effective Date and will remain in effect, unless earlier terminated in accordance herein, until the third anniversary of the Effective Date. LICENSEE shall have the option to extend the term for two additional one (1) year terms by providing written notice to LICENSOR at least 60 days prior to the third and fourth anniversaries of the Effective Date (as applicable), provided, however, that upon exercise of such option, the Recruit Annual License Fee will be increased by a fixed 3% for each of the one(1) year extensions. In addition, the Workforce Data License Fee and Property Listing Data License Fee may be increased by LICENSOR for the each of the one(1) year extensions if those fees have been increased by the providers of those data, but LICENSOR shall advise LICENSEE of the increased cost at least 90 days prior to the applicable anniversary dates of the Effective Date, or upon notice from the data provider, whichever is later. This Agreement may be terminated by either party if the other party (i) fails to pay any amount due under this Agreement within ten (10) days after written notice of such nonpayment, or (ii) commits a material breach of this Agreement, which breach, if capable of being cured, is not cured within thirty (30) days of written notice of termination. Termination will not affect the provisions of this Agreement relating to the payment of amounts due, or the provisions of Sections 4, 7, 8, 9, 12 and 14 of this Agreement, all of which will survive termination of this Agreement, regardless of the reason for termination. Upon termination, all licenses and rights to the Services that are granted hereunder shall terminate, and LICENSEE shall immediately return to LICENSOR, LICENSOR proprietary and confidential information, and documentation regarding use of the Services, if any. ARTICLE 11 GOVERNMENT USE 11.1 If LICENSEE is a unit or agency of any government, or licensing use of the Services by payment with government funds, the Services are provided subject to LICENSOR's standard commercial terms, set forth in this Agreement. GM19-9216-077/243299/1 Page 6 of 14 ARTICLE 12 REFERENCE 12.1 LICENSEE agrees that LICENSOR may identify LICENSEE as a customer and use its logo on its brochures, websites, and other marketing materials, and may describe the Services provided by LICENSOR to LICENSEE and include imagery and video examples of the Services in its marketing materials, provided, however, that LICENSOR has written permission from LICENSEE for each instance of its use of LICENSEE'S logo, which LICENSEE may grant or withhold in its sole discretion. ARTICLE 13 INDEPENDENT CONTRACTOR 13.1 Each party will be and act as an independent contractor and not as an agent or partner of, or joint venture with, the other party for any purpose related to this Agreement or the transactions contemplated by this Agreement, and neither party by virtue of this Agreement will have any right, power or authority to act or create any obligation, expressed or implied, on behalf of the other party. ARTICLE 14 GENERAL 14.1 Assignment. This Agreement is not assignable or transferable by LICENSEE without the prior written approval of LICENSOR, and any such attempted assignment or transfer shall be void and without effect. 14.2 Attorney Fees. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys' fees. 14.3 Waiver. The waiver by either party of a breach of this Agreement or any right hereunder shall not constitute a waiver of any subsequent breach of this Agreement; nor shall any delay by either party to exercise any right under this Agreement operate as a waiver of any such right. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 14.4 Governing Law. This Agreement and any disputes hereunder shall be governed by the laws of the State of Florida. 14.5 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre -paid), or certified or registered mail (in each case, return receipt requested, postage pre -paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party, and (ii) if the Party giving the Notice has complied with the requirements of this Section. 14.6 Force majeure. Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its reasonable control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected, however the inability or failure to pay obligations under this Agreement shall not be excused by the terms of this section. 6M19-9216-077/243299/1 Page 7 of 14 14.7 Applicable taw. Consultant and Customer shall comply with all applicable laws and regulations. ARTICLE 15 ENTIRE AGREEMENT 15.1 This Agreement, together with any other documents incorporated herein by reference and all related exhibits, sets forth the entire understanding between the parties with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions, express or implied, concerning such matters. Any modifications of this Agreement must be in writing and signed by both parties hereto. The Agreement shall take precedence over any additional conflicting terms which may be contained in LICENSEE's purchase order or other acknowledgement forms. IN WITNESS THEREOF, each of the Parties hereto has caused this Agreement to be executed by its duly authorized representative on the data first set forth above. Approved as to form: Laura Mahony Assistant City Attorney CITY OF CLEARWATER, FLORIDA By: Attest: CAUL, William B. Horne, II City Manager --((-4-4-t,dy'L6K,`2Li Rosemarie Call City Clerk 6M19-9216-077/243299/1 Page 8 of 14 SCHEDULE A Statement of Work 1.0 SERVICES DESCRIPTION The Services shall be the provision of software functionality on an online basis via the Internet. The functionality of the Services will include the following: 1.1 Basemaps • Available basemaps will be those provided by Esri, as Esri may change from time to time, currently including: Imagery; Imagery with Labels; Streets; Topographic; Dark Gray Canvas; Light Gray Canvas; National Geographic; Oceans; Terrain with Labels; Open Street Map; USA Topo Maps; USGS National Maps 1.2 Search and Reporting • Property Search and Reporting o Site users will be able to search for available commercial property based on user -defined information such as minimum and maximum size and type of use. o Site users will be able to generate property reports for available properties. • Community Search and Reporting o Site users will be able to search, view and generate reports for communities within the project geography as defined in Section 5. • Custom Reporting o Site users will be able to generate Esri reports by dropping a pin, creating a ring, drive time, trucking time, or walking time. 1.3 Layers • Thematic Maps o The data reports and variables made available by Esri via their GeoEnrichment API will be made fully available for thematic mapping in Recruit • Community Layers o LICENSEE, or LICENSOR acting on behalf of LICENSEE, will be able to add layers to Recruit from any layers in LICENSEE's ArcGIS Online account or the account of a third -party providing authorization. 1.4 Sharing Site users can perform the following sharing functions: • Export data into MS Excel, Adobe PDF • Export links to copy into an ArcGIS online account • Share a property on social media sites, such as, Facebook, Twitter, Linkedln 1.5 Administrative Tool Features 1.5 (a) Property Management for External Users This is an area within the Administrative area where real estate professionals (like brokers or property owners) or other individuals may add an available property, delete a property that has been leased or purchased, and modify information for a property. To help avoid conflicts between brokers, Recruit will provide functionality to allow LICENSEE to offer individual security Iogins and passwords so that only the individual who added the property, and who has the appropriate login and password, should be able to GM19-9216-077/243299/1 Page 9 of 14 view or delete the property. As provided, Recruit will also check for the ID of the broker before deleting information. A login and a password will also be required in order to add or delete a property. A user- friendly web site or interface will be used to make adding, deleting or modifying a property relatively easy for the broker. Both the Broker's login database and Property Listing database will be maintained on a server running the Recruit software. Brokers can also add photo images and/or document attachments that will appear on the property report. A file size limit of 1 MB will be required for each file. Properties that cannot be geocoded to ArcGIS Online will be excluded from the database of properties. 1.5 (b) Layer Control • LICENSEE, or LICENSOR acting on behalf of LICENSEE, will be able to add layers to Recruit from any layers in LICENSEE's ArcGIS Online account or the account of a third -party providing authorization. 1.5 (c) Permission Privilege • LICENSEE is enabled to provide secured user -specific access (via unique username and password) to external users to non-public community layers. LICENSEE understands and agrees that, with the sole exception of the individual security logins and passwords described above, only users in LICENSEE'S organization are authorized to log in and/or utilize any portion of the Administrative area of Recruit. In no case shall any third party be authorized to log in to LICENSEE's installation of Recruit and utilize the Administrative functions of Recruit. 1.6 Available Esri Reports Users will be able to produce reports offered by Esri, as Esri may change from time to time, currently including the list below: • ACS Population Summary • Age 50+ Profile • Age by Sex by Race Profile • Age by Sex Profile ■ Automotive Aftermarket Expenditures • Business Data This report contains InfoGroup Data. Note: This is an Esri report, not to be confused with the business tab for search and querying. • Community Profile • Demographic and Income Comparison Profile • Demographic and Income Profile • Detailed Age Profile • Disposable Income Profile • Dominant Tapestry Map • Electronics and Internet Market Potential • Executive Summary • Finances Market Potential ■ Financial Expenditures • Graphic Profile • Health and Beauty Market Potential • House and Home Expenditures • Household Budget Expenditures • Household Income Profile • Housing Profile • Major Shopping Center Locator ■ Market Profile GM19-9216-077/243299/1 Page 10 of 14 • Medical Expenditures • Net Worth Profile • Pets and Products Market Potential • Recreation Expenditures • Restaurant Market Potential • Retail Goods and Services Expenditures • Retail Market Potential • Retail MarketPlace Profile • Sports and Leisure Market Potential • Tapestry Segmentation Area Profile (2017) 1.7 Workforce Data and Property Listing Data • Property listing data from RealMassive will be included only as long as LICENSOR is able to maintain a marketing alliance with RealMassive. Should LICENSOR be unable to maintain such a marketing alliance on terms it deems suitable for its business (in its sole and absolute discretion), the Services will exclude property listing data. • In the event that LICENSOR no longer includes property listing data, (1) the Property Listing Data License Fee will be pro -rated for the yearly term effected, (2) LICENSEE will assume responsibility for providing property listing data, as defined in Section 6.0 of this Schedule A, and (3) LICENSOR will make good faith efforts to assist LICENSEE in finding alternate source(s) of property listing data. • Workforce data will be included only as long as LICENSOR is able to maintain a marketing alliance with a suitable workforce data provider. Should LICENSOR be unable to maintain such a marketing alliance on terms it deems suitable for its business (in its sole and absolute discretion), the Services will exclude workforce data. In the event that LICENSOR no longer includes workforce data, the Workforce Data License Fee will be pro -rated for the yearly term effected. 2.0 SERVICE 2.1 Delivery and Installation. LICENSOR will make the Services available to LICENSEE as a SAAS solution in accordance with a mutually agreed project schedule. 2.2 Maintenance. LICENSEE agrees and understands that routine maintenance by LICENSOR's internet service provider or hosting facilities may cause temporary downtime, and that loss of connectivity by LICENSEE and its users to the hosted services due to reasons which are beyond LICENSOR's reasonable control may occur from time to time, and agrees that the LICENSOR shall not be responsible for such loss of connectivity. LICENSEE recognizes and agrees that users should have access to high-speed internet connections for best performance. 2.3 Hosting. LICENSEE has engaged LICENSOR to implement and provide the Services as a LICENSEE of a SAAS solution through an online web -hosted portal. As context dictates, Services will also refer to any proprietary or third -party software or infrastructure used by the LICENSOR to provide such Services. LICENSOR will provide a suitable hosting environment for the Services. 2.3(a). Uptime Commitment. After implementation of the site is completed, LICENSEE and end users will be able to access and use the Services twenty-four hours a day, seven days a week. The Services will be fully functional in accordance with the Agreement. LICENSOR will use commercially reasonable efforts to make the Services available at least ninety-seven percent (97%) of the time during each calendar month of the term, excluding: (a) scheduled maintenance, emergency maintenance, and scheduled updates (which, when possible will be identified in advance to LICENSEE in writing and scheduled during off hours); (b) access or use problems related to the failure of the LICENSEE's site or solution; (c) access or use problems associated with LICENSEE's failure to use the Services within the operational directions, GM19-9216-077/243299/1 Page 11 of 14 specifications, and requirements established by LICENSOR; (d) access or use problems caused by software, patches, updates, or upgrades installed by LICENSEE on its site; (e) access or use problems caused by LICENSEE's users, representatives, or employees; (f) access or use problems caused by LICENSEE's personal device or internet service provider (subsections (b) through (f) above being referred to as "Excused Delays". 2.4 Help and Training. LICENSOR will provide help and training to enable LICENSEE to properly test and use the Services. Training is approximately 4.0 hours and will be delivered via webcast. 2.5 Support. Support means LICENSOR will (i) correct deficiencies, and (ii) be accessible by telephone during normal business of LICENSEE on regular business days to answer questions about the Services. 3.0 IMPLEMENTATION SCHEDULE The implementation schedule will be mutually agreed between the parties. 4.0 FEES FOR ADDITIONAL SERVICES Time and material rates are established as follows: • Staff: $150.00 / Hour • Senior Staff (CEO, COO, CTO): $250.00 / Hour • Travel related expenses and other out-of-pocket expenses: passed through to LICENSEE for reimbursement at cost with no mark up 5.0 GEOGRAPHIC SCOPE The geographic scope of the Services provided to LICENSEE will be the City of Clearwater, Florida unless mutually agreed otherwise. 6.0 LICENSEE REQUIREMENTS Provided is a list of requirements to be furnished by the LICENSEE to LICENSOR at the start of the project. Failure by LICENSEE to provide this data or information shall not affect or delay payment of any fees due to LICENSOR under Article 5 of this Agreement nor relieve LICENSEE of any other obligations under this agreement. Introduction to, access to, and support in discussions with key stakeholders, to include: • internal stakeholders (e.g. IT team, GIS, Marketing, etc.) • External partners including Esri, 3rd party data providers, website developers, and others whose cooperation is required to deliver the Services Data Images • Property listing data in the event LICENSOR is no longer able to provide it (required format to be supplied by GIS WebTech) • Business listing data in the event LICENSOR is no longer able to provide it (required format: excel or csv unless agreed otherwise by GIS WebTech) • Organization logo, photos use for the user interface GM19-9216-077/243299/1 Page 12 of 14 GIS WebTech C ,fii______ LICENSEE Signature: Signature: Name: Ronald P. Bertasi Name: Title: CEO Title: .b Date: November 4, 2019 Date: GM19-9216-077/243299/1 Page 13 of 14 1. Solution & Data Licensing SCHEDULE B Fees Recurring Basis Fee Recruit 4.0 Professional Version — Annual License Fee Annual $5,000/yr EMS! Workforce Data — Workforce Data License Fee Annual $250 / yr Complete Esri Demographic Data Set Annual - Included 2. Set -Up Configuration, Implementation and Training — Set -tip Fee One-time $1,500 3. Technical Support Technical Support Fee Annual Included 4. Optional Items Property Listing Data License Fee -Real Massive Annual $5,000 GM19-9216-077/243299/1 Page 14 of 14