HomeMy WebLinkAboutCartegraph Systems, Inc.DocuSign Envelope ID: 63A2179C-6F03-420B-A8C5-FB56D98B8F6F
Cartegraph Master Agreement Agreement No. #MA180
This Agreement is by and between Cartegraph Systems, Inc., an Iowa corporation having its principal place of business at
3600 Digital Drive, Dubuque, Iowa, 52003 ("Cartegraph"), and City of Central Point ("Customer") with an address of 140
South 3rd Street, Central Point, OR 97502 dated December 30, 2015.
This Agreement is intended to serve as the primary controlling agreement between the parties. This Agreement includes the
following terms and conditions, as well as all Exhibits and Addendums to this Agreement, Purchase Agreements, and all other
future agreements referencing this Agreement which Cartegraph and Customer may execute from time to time for the
purchase of Software, Support, Services and Hosting. Collectively these are referred to as "Products". The terms and
conditions herein provided shall be controlling as between Cartegraph and Customer unless specifically superseded by an
Exhibit to this Agreement, a contemporaneously or subsequently executed Purchase Agreement, or any other
contemporaneously or subsequently executed agreement specifically referencing this Agreement.
BY EXECUTING THIS AGREEMENT, CUSTOMER ACKNOWLEDGES THAT IT HAS REVIEWED THE TERMS AND
CONDITIONS ON THE FOLLOWING PAGES IN ADDITION TO ANY EXHIBITS AND PURCHASE AGREEMENTS AND
CUSTOMER AGREES TO BE LEGALLY BOUND BY EACH SUCH AGREEMENT.
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The following are the terms and conditions under which Cartegraph licenses its Software and provides Support, Services and
Hosting as listed in the Exhibits and Purchase Agreements referencing this Agreement.
1. Grant of License to Software.
A. Cartegraph is licensed by third parties ("Third Party Licensors") to sublicense certain third party software products to
Customer and to offer services to Customer for these third party software products under this Agreement.
B. Each Software product, including all data programs or set of programs, or routines and subroutines, consisting of a
series of instructions or statements in machine readable form, and including any documentation relating to or
describing such Software, such as, but not limited to manuals, online documentation and user instructions, flow
charts, database schemas and improvements or updates provided by Cartegraph (collectively "Software"), is
furnished to Customer under a personal, non-exclusive, nontransferable limited license solely for Customer's own
internal use on Host Computer System (as defined below) and with Customer's Clients.
1. Host Computer Systems, if applicable, are Servers owned or controlled by Cartegraph that Customer may
access under this Agreement (the provision of this service is herein referred to as "Hosted" or "Hosting").
2. Servers are personal computers, minicomputers, mainframes, workstations, and terminal devices that interact
with Client Software and have been approved by Cartegraph or Third Party Licensors for operation of Software.
3. Server Software is a copy of Software residing on a server, multiple servers, or a Host Computer System.
4. Clients are personal computers, minicomputers, mainframes, workstations, mobile devices, and terminal devices
that interact with Server Software and have been approved by Cartegraph or Third Party Licensors for operation
of Software.
5. Client Software is a copy of Software residing on a Client that interacts with Server Software.
6. Data Files are those files which contain data that is input by the Customer during the use of the Software.
C. Customer agrees that the number of users licensed will be listed in the Purchase Agreement and only that number of
users may use the Software at any given time.
1. If Customer has purchased a Per -User License, as indicated in the Purchase Agreement, only a finite number of
licenses have been purchased by Customer and only that finite number of users may access and use the
Software at any given time. The specific number of licenses purchased shall be identified in the Purchase
Agreement.
2. If Customer has purchased an Unlimited License, as indicated in the Purchase Agreement, all employees of
Customer are considered to be licensed to access and use the Software at any given time. Such Unlimited
License applies only to employees of Customer and does not allow the access or use of the Software by any
independent contractors, affiliated entities or organizations, or any other individual, party, or entity that is not an
employee of Customer.
D. Customer agrees the Software license for the Software is limited as follows:
1. Browser Based User— Each browser based user is defined by unique ID and password.
2. For Server Software — one copy of Server Software for each Server or, if Hosted, no copies of Server Software
for a Server that is not a Host Computer System.
E. Customer agrees that this license does not permit Customer to: (1) use the Software for a service bureau application
or (2) sublicense the Software.
F. Except as set forth in this Agreement or as may be permitted in writing by Third Party Licensors, Customer shall not
use, provide or otherwise make available the Software or any part or copies thereof to any third party.
G. Customer shall not, and shall not permit others to:
1. Reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from the
Software,-
2.
oftware;2. Modify, translate, adapt, alter, or create derivative works from the Software;
3. Copy, (other than one back-up copy), distribute, publicly display, transmit, sell, rent, lease or otherwise exploit
the Software; or
4. Distribute, sublicense, rent, lease, loan (or grant any third party access to or use of) the Software to any third
party.
H. Customer may make copies of the Client Software for archival purposes. The Server Software may not be copied, in
whole or in part.
2. Title to Software and Data Files.
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A. Ownership of the Software, any portions thereof and any modifications, translations, or derivatives thereof, even if
unauthorized, remains with Cartegraph or Third Parry Licensors, as do all applicable rights in patents, copyrights and
trade secrets and any other proprietary rights in the Software. Software provided hereunder is valuable, proprietary
and unique, and Customer agrees to be bound by and observe the proprietary nature thereof as provided herein.
B. Customer acknowledges that unauthorized reproduction, use, or disclosure of the Software or any part thereof may
cause irreparable injury to Cartegraph or Third Party Licensors, who may therefore be entitled to injunctive relief to
enforce these license restrictions, in addition to any other remedies available at law, in equity, or under this
Agreement.
C. Customer agrees that Cartegraph or Third Party Licensors may audit Customer's Software usage remotely or on-site
during Support, Services or Hosting or upon reasonable notice and during standard business hours. Prevention of
audit by Customer may be grounds for termination of this Agreement.
D. Cartegraph agrees that ownership of data in Data Files remains with Customer. However, Customer agrees that
Cartegraph may access Data Files and grants Cartegraph a license to use the data for 1) internal business purposes
to evaluate the use and operation of the Software, Support, Services or Hosting; and 2) marketing purposes provided
that any information shared with third parties is anonymized and/or aggregated so that Customer cannot be identified
from the information.
3. License Fees, Support Charges, Services and Hosting Charges.
A. Customer agrees to pay the license fees for the Software, Support charges, Services charges and Hosting charges
as set forth in the Purchase Agreement for each Product.
B. Cartegraph agrees that the total amount listed in the Purchase Agreement shall be considered the not -to -exceed
price for the Software, Support, Services and Hosting included in that Purchase Agreement. Hosting includes 20G of
available file storage. If additional storage is required, the Customer can purchase in 10G increments
C. Customer agrees that all payments are due 30 days from date of invoice and Customer shall be in default if amounts
due have not been received in that time period. Customer's default will constitute sufficient cause for Cartegraph to
suspend or terminate the Software license, Support, Services and Hosting under this Agreement.
D. Customer shall be invoiced for Software, Support, Hosting and hardware upon delivery. Customer shall be invoiced for
Services as set forth in the Purchase Agreement.
E. Customer shall reimburse Cartegraph for reasonable expenses incurred during the provision of Support, Services or
Hosting. Reasonable expenses include, but are not limited to, travel, lodging, and meals. Expenses are billed based
on actual costs incurred. Estimated expenses shall be included in each Purchase Agreement and include the number
of trips to customer site. Cartegraph shall not exceed the estimated expenses without written approval from
Customer.
4. Delivery and Installation.
A. On -Site Installation
1. This subsection "A" regarding On -Site Installation shall apply if Customer elects, as indicated in the Purchase
Agreement, to have Software and Products installed on Customer's Servers and Client computers at Customer's
facilities ("On -Site") instead of utilizing Cartegraph Hosting Services.
a. Execution of a Purchase Agreement by Customer shall be considered as Customer's notification to
Cartegraph to proceed with delivery of the Products identified in the Purchase Agreement.
b. Delivery of Software and Support shall take place reasonably quickly after execution of the Purchase
Agreement. Cartegraph shall provide access to the Software to Customer in a downloadable form.
Notification by Cartegraph that Software is available for download shall constitute delivery of Software and
Support, regardless of when Customer downloads the Software.
c. Customer shall be responsible for installation of the Client Software on Customer's Clients, unless agreed
otherwise.
d. After execution of the Purchase Agreement, delivery of Services will be scheduled in cooperation with
Customer. Customer shall remain responsible for Service charges even if Services are not delivered.
e. Any hardware included in the Purchase Agreement shall be ordered after execution of the Purchase
Agreement. Delivery of hardware will be scheduled in cooperation with Customer.
B. Hosting
1. This subsection "B" regarding Hosting shall apply if Customer elects, as indicated in the Purchase Agreement, to
utilize the Hosting services offered by Cartegraph instead of having the Software installed On -Site, as described
in the previous subsection.
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a. Execution of a Purchase Agreement shall be considered as Customer's notification to Cartegraph to
proceed with delivery of the Software and Services as indicated in the Purchase Agreement.
b. Delivery of Software, Support, and Hosting shall take place reasonably quickly after execution of the
Purchase Agreement. Cartegraph shall provide access to the Server Software to Customer on a Host
Computer System. Notification by Cartegraph that Server Software is available for access shall constitute
delivery of Server Software, Support and Hosting, regardless of when Customer first accesses the Server
Software.
c. Cartegraph shall be responsible for installation of the Server Software on Cartegraph's Host Computer
System. Customer shall be responsible for installation of the Client Software on Customer's Clients, unless
agreed otherwise.
d. After execution of the Purchase Agreement, delivery of Services will be scheduled in cooperation with
Customer. Customer shall remain responsible for Service charges even if Services are not delivered.
e. Any hardware included in the Purchase Agreement shall be ordered after execution of the Purchase
Agreement. Delivery of hardware will be scheduled in cooperation with Customer.
2. Hosting Services
a. Cartegraph will install, and operate Server Software on one or more Host Computer Systems.
b. Cartegraph will provide all equipment, software and services necessary for the operation, maintenance and
support of one or more Host Computer Systems and the Server Software. Cartegraph may contract with third
parties for all or part of such equipment, software and services ("Third Party Hosts"). Cartegraph reserves the
right to change the configuration of the Host Computer System and the Server Software and to change or
delete such equipment or software at any time, but Cartegraph shall make the Software compatible with such
change or deletion without additional charge to Customer.
c. Customer shall have access to and be permitted to use the Server Software via Clients.
d. Customer shall provide a computing and networking environment that meets the minimum requirements set
forth in Cartegraph's published specifications.
e. Customer shall be responsible for all bandwidth between Host Computer System and Clients and in such
amounts as to provide reasonable responsiveness of the system.
f. Cartegraph shall perform a full back-up of data files on a daily basis. The daily full back-up will be retained
for (14) fourteen days and then deleted unless customer contracts for additional days. Cartegraph's hosting
services uses RAID 10 which both mirrors the data and stripes across multiple drives creating redundancy.
Cartegraph hosting services have dual redundancy with offsite back-up storage and a back-up data centers
g. The Host Computer System shall be used by Customer only for purposes relating to Customer's own use of
the Software. Customer shall have no right to assign any of its rights under this section.
h. Customer agrees that it shall be bound by the terms and conditions of any agreement between Cartegraph
and any Third Party Hosts that relate to the use and operation of Host Computer Systems. Cartegraph will
apprise Customer of the terms and conditions of such agreements from time to time.
i. Cartegraph will take reasonable precautions to guard against unauthorized access to Data Files. However,
Cartegraph assumes no responsibility that the Software will be used properly.
j. Customer shall have the right to receive Data Files within sixty (60) days of termination of any Hosting on the
condition that customer has paid all outstanding invoices owed to Cartegraph.
3. Availability of Host Computer System.
a. If Cartegraph contracts with a Third Party Host to provide Hosting, the service level provided by the Third
Party Host shall be the service level provided by Cartegraph to Customer, except as required for Cartegraph
to provide Support under this Agreement.
b. In general, Server Software will be available for use and access by Customer 24 hours a day, 7 days a week,
except for scheduled maintenance to take place at commercially reasonable times. Furthermore, if access to
the Server Software becomes a problem, then Cartegraph shall provide Support in view of the severity of the
problem.
c. Server Software will be available for use and access by Customer during back-up activities performed by
Cartegraph.
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5. Support.
A. Scope of Support. Support includes the response to and resolution of Customer -encountered problems with the
Software as reported to Cartegraph by Customer.
1. Resolution of Customer -encountered problems shall, at Cartegraph's option, consist of (1) maintenance provided
through telephone, email or remote access; (2) correction of the problem in the Software program; or (3) delivery
of bug fixes or workarounds limited to the current or immediate prior Software release.
2. Cartegraph will only support licensed Software located on Servers or Clients. Cartegraph will use commercially
reasonable efforts to respond to Customer problems according to the priority level of the problem.
3. Support may also include upgrades to Software.
B. Support Limitations. Any Support is dependent upon the use by Customer of unmodified Software (except as
authorized by Cartegraph) operated in accordance with Cartegraph's documentation. Support specifically excludes
the following: (1) Support to a version of Software other than the current or immediate prior release; (2) efforts to
restore a release of the Software beyond the current or immediate prior release; (3) efforts to restore a Customer
Data File beyond the most recent back-up; and (4) efforts to convert a Customer Data File to another format.
As part of Support, Cartegraph is under no obligation to modify the Software so that the modified Software would depart
from Cartegraph's published specifications for the Software.
6. Professional Services.
A. The professional consulting services and deliverables to be performed or delivered by Cartegraph under this
Agreement may include, but are not limited to: consulting, network engineering, systems integration, hardware
installation, special studies, pre -installation support, installation of Client Software, installation support, training,
custom Software modification, tools/utilities components, programming and documentation, data conversion,
application design and development, systems analysis and design, conversions, implementing planning and
implementation of the Software (collectively referred to as the "Services').
B. Services shall only be provided as the result of a Purchase Agreement and any attached statements of work.
C. Services will be provided during the hours of 7:00 a.m. to 7:00 p.m., Central Standard or Central Daylight Time,
whichever is applicable, Monday through Friday excluding holidays.
7. Customer's Responsibilities.
A. Customer is responsible for maintenance and installation of any Clients, common carrier equipment or
communication equipment related to the operation of the Software and not furnished by Cartegraph. Before Customer
introduces equipment not within Cartegraph's published specification, Cartegraph must approve the additional
equipment.
B. Customer is responsible for charges incurred for communication facilities at Customer's facilities, whether incurred by
Customer or by Cartegraph Support representatives while performing Support on the Software.
C. Customer is responsible for performing Software back-ups in accordance with published documentation.
D. Customer shall notify Cartegraph of any problem and shall allow Cartegraph reasonable access to the Software for
performing Support, Services or Hosting.
E. Customer shall furnish Cartegraph, at Customer's expense, all technical data and information as may be necessary
to furnish Support, Services or Hosting.
F. Customer shall grant Cartegraph access to Servers and Clients as may be necessary for the adequate delivery of the
Support, Services or Hosting.
8. Software Modification. Cartegraph and Third Party Licensors will not be responsible to Customer for loss of use of the
Software or data or for any other liabilities arising from alterations, additions, adjustments or repairs which are made to the
Software by Customer or third parties. Cartegraph reserves the right to terminate the Software license, Support, Services
or Hosting under this Agreement upon written notice to Customer if any such alteration, addition, adjustment or repair
adversely affects Cartegraph's ability to render Support, Services or Hosting.
9. Term.
A. Unless terminated by Cartegraph in accordance with this Agreement, the term of the Software license, Support and
Hosting shall begin upon the execution of a Purchase Agreement and shall continue for the period of time identified in
that Purchase Agreement.
B. Support for any subsequently added components or upgrades shall be either coterminous with the term of Support
applicable to the Software initially covered or as otherwise agreed and stated in the Purchase Agreement.
C. If Customer elects to purchase Services, then Services shall terminate as agreed in the appropriate Purchase
Agreement.
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D. Unless otherwise stated in the most recently executed Purchase Agreement, this Agreement and the Purchase
Agreement shall automatically renew at the then current rates for a one (1) year term beginning on the first day
following the date identified in the Purchase Agreement as the end of the term of this Agreement. Such automatic
renewal shall continue after the end of each successive year until a new Purchase Agreement is executed or until
Customer or Cartegraph terminate this Agreement as provided for herein.
E. If this Agreement and the most recently executed Purchase Agreement are automatically renewed under the terms of
the previous paragraph "D", there shall be an automatic increase of up to five percent (5%) annually to all prices that
were in effect during the immediately previous term.
F. If Customer wishes not to renew this Agreement, Customer must provide written notice of Customer's intent not to
renew this Agreement at least ninety (90) days prior to the end of the term then in effect.
G. Notwithstanding anything to the contrary in this Section, Support, Services and Hosting shall terminate immediately
upon termination of this Agreement.
10. Termination.
A. Notwithstanding the foregoing, Cartegraph shall have the right to terminate this Agreement if Customer fails to pay
any and all required license fees, Support charges, Services charges, Hosting charges or otherwise fails to comply
with this Agreement or the terms and conditions of any applicable Third Parry Licensor agreement.
B. Upon expiration of the license term or upon notice of such termination, Customer shall immediately return or destroy
the Software and all portions and copies thereof as directed by Cartegraph or Third Party Licensors and, if requested
by Cartegraph or Third Parry Licensors, shall certify in writing as to the destruction or return of the same.
C. Any termination of this Agreement shall automatically terminate Support, Services and Hosting provided under any
Purchase Agreement or Statements of Work, unless otherwise agreed. All confidentiality and non -disclosure
obligations shall survive any such termination.
D. Customer shall have the right to terminate this Agreement, according to the terms provided herein, by returning or
destroying the Software and all portions and copies thereof and certifying in writing as to the destruction or return of
the same.
E. If Customer wishes to terminate this Agreement prior to the end of the term of this Agreement as identified above or
in the appropriate Purchase Agreement, Customer must provide Cartegraph with written notice of such intent to
terminate at least ninety (90) days prior to such termination. Any such termination by Customer shall subject
Customer to the cancellation fee identified below.
F. If Customer terminates before the date set in the Purchase Agreement, Customer shall pay a cancellation fee equal
to 80% of the remainder of licensing fees, Support charges and Hosting charges due under this Agreement. There
shall be no cancellation fee for Services not yet performed. However, no matter the reason, Customer's termination
shall not relieve it of the obligation to pay any amounts already due under this Agreement.
G. Provided however, if Customer is a governmental entity and Software, Support, Services or Hosting are not funded
for future fiscal years under the appropriate legal budgeting process for such governmental entity, Customer may
terminate for future fiscal years with the cancellation fee identified in the previous paragraph reduced from 80% to
20%. There shall be no cancellation fee for Services not yet performed. However, no matter the reason, Customer's
termination shall not relieve it of the obligation to pay any amounts already due under this Agreement.
H. Cartegraph shall have the right to terminate Hosting, if Hosting services are being provided, by giving at least ninety
(90) days written notice that Cartegraph cannot meet its obligations of availability of the Host Computer System.
I. In addition to the right of termination provided to Cartegraph under other sections of this Agreement, Cartegraph shall
have the right to terminate the Software license, Support, Services and/or Hosting upon the occurrence of any of the
following events:
1. Customer's oldest invoice is ninety (90) days past due. Support hold will be initiated when customer's oldest
invoice is thirty (30) days past due or,
2. Subject to applicable law, the appointment of a receiver, trustee in bankruptcy or similar officer for the equity or
assets of Customer, or
3. There is an assignment of this Agreement without the prior written consent of Cartegraph.
J. Termination shall not be Cartegraph's exclusive remedy and termination shall not adversely affect any claim for
damages against Customer.
11. Limited Warranty.
A. Cartegraph warrants that it has the right to sublicense the Software being licensed hereunder pursuant to the terms
provided herein.
B. Cartegraph warrants that the Software will conform to Cartegraph's published specifications until Support ends.
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C. Provided that the Software is used in a manner for which it was designed as set forth in the Software, Cartegraph's
sole obligation and liability hereunder for the Software shall be to use reasonable efforts to remedy any substantial
non-conformance which is reported to Cartegraph. In the alternative, Cartegraph may refund amounts paid by
Customer pursuant to Purchase Agreements for such Software products.
D. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE LICENSED HEREUNDER.
E. SUPPORT, SERVICES AND HOSTING SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. SUPPORT, SERVICES AND HOSTING PROVIDED UNDER THIS
AGREEMENT DO NOT ASSURE THE UNINTERRUPTED OPERATION OF THE SOFTWARE.
F. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THE SOFTWARE LICENSE,
SUPPORT OR SERVICES. THE REMEDY SET FORTH IN THIS SECTION IS CARTEGRAPH'S SOLE LIABILITY,
AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, IN LIEU OF ALL OTHERS, FOR ANY BREACH BY
CARTEGRAPH OF ITS SOFTWARE, SUPPORT, SERVICES AND HOSTING WARRANTIES HEREUNDER.
12. Limitation of Liability. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW:
A. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST
PROFITS OR LOSS OF DATA, HOWEVER ARISING, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES;
B. EXCEPT FOR DAMAGES RESULTING FROM BODILY INJURY OR PATENT OR COPYRIGHT INFRINGEMENT,
AS DISCUSSED BELOW, IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF EITHER PARTY TO
THE OTHER UNDER THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY,
EXCEED THE AMOUNT PAID BY CUSTOMER TO CARTEGRAPH DURING THE TWELVE (12) MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENT GIVING CAUSE TO SUCH LIABILITY.
C. If Cartegraph will provide Support or Services at Customer's location, liability of Cartegraph arising out of bodily
injury, shall not in any event exceed the limits of its insurance coverage.
13. Insurance. If Cartegraph will provide Support or Services at Customer's location, Cartegraph will carry commercial
general liability insurance with a limit of $1,000,000 per occurrence and a $2,000,000 aggregate limit, business auto
liability insurance with a limit of $1,000,000 and workers compensation insurance with statutory coverage. Cartegraph
agrees to hold harmless and defend Customer and its agents, officials and employees from bodily injury and property
damage claims related to or caused by the sole negligence of Cartegraph employees or contractors.
14. U.S. Government Restricted Rights. The Software is commercial software and the Software is provided with restricted
rights. Use, duplication or disclosure by the Government is subject to restrictions as set forth in paragraph (c)(1)(ii) of the
Rights in Technical Data and Computer Software Clause at DFARS 252.227-7013 of subparagraphs (c)(1) and (2) of the
Commercial Computer Software -Restricted Rights at 48 CFR 52.227-19, as applicable.
15. Employees and Conflicts of Interest. This Agreement shall not prevent Cartegraph from performing similar services or
restrict Cartegraph's use of the employees or contractors provided under this Agreement.
16. Proprietary Rights and Confidential Information of Cartegraph.
A. Certain information and materials supplied by Cartegraph with the Products, such as, without limitation, deliverables,
manuals, diagrams, drawings, plans, flowcharts, software, technical processes and formulae, source codes, product
designs, sales, costs and other unpublished financial information, product and business plans, usage rates,
relationships, projects and data, are Cartegraph's or Third Party Licensors' confidential or proprietary trade secrets
(the "Confidential Information") and Cartegraph furnishes them solely to assist Customer in the installation, operation
and use of Software. Customer must not reproduce, copy or disclose such Confidential Information except as is
reasonable and necessary to properly use Software. Nothing herein shall restrict Customer from complying with its
obligations under any law requiring disclosure, but Customer shall give Cartegraph five days prior notice before any
release of Confidential Information.
B. Customer acknowledges and agrees that Cartegraph or Third Party Licensors shall suffer irreparable injury not
compensable by money damages and therefore shall not have an adequate remedy at law in the event of an
unauthorized use of proprietary rights or an unauthorized use or disclosure of any Confidential Information in breach
of the provisions of this Agreement. Accordingly, Cartegraph or Third Party Licensors shall be entitled to injunctive
relief to prevent or curtail any such breach, threatened or actual. The foregoing shall be in addition and without
prejudice to such rights that Cartegraph or Third Party Licensors may have at law or in equity.
17. Proprietary Information of Customer.
A. In order to provide Products under this Agreement, Customer may, from time to time, disclose to Cartegraph certain
information respecting Customer's technical, financial, statistical and personnel data, (hereinafter "Information"). Any
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such Information which is submitted in writing to Cartegraph by the Customer and which is clearly and conspicuously
marked as confidential shall be protected by Cartegraph against unauthorized disclosure by using the same degree
of care and discretion that Cartegraph uses with similar Information which Cartegraph does not want disclosed to
third parties. However, Cartegraph shall not be required to protect Information which (a) is or becomes publicly
available, (b) is already in Cartegraph's or its related companies' possession, (c) is independently developed by
Cartegraph outside the scope of this Agreement, or (d) is rightfully obtained from third parties. Cartegraph's
obligations under this Section shall cease immediately upon return to Customer or destruction by Cartegraph of such
Information.
B. Cartegraph shall not be required to protect any ideas, concepts, know-how, or techniques relating to data, electronic
document processing and image processing developed or resulting from the Information or the Services provided
under this Agreement.
18. Infringement Indemnification.
A. Cartegraph or Third Party Licensors will defend any action, suit or proceeding brought against Customer if based on
a claim that Products infringe any United States patent or copyright of any third party ("Intellectual Property") provided
that Customer promptly notifies Cartegraph or Third Party Licensors immediately and gives Cartegraph or Third Party
Licensors full authority, information and assistance for the action's defense. Cartegraph or Third Party Licensors will
pay all damages and costs awarded therein against Customer, but shall not be responsible for any compromise made
without its consent. Cartegraph or Third Party Licensors may, at any time it is concerned over the possibility of such
an infringement, at its option and expense, replace or modify Products so that infringement will not exist. In the
alternative, Cartegraph may remove a component of Products involved and refund to Customer the price as
depreciated by an equal annual amount over five (5) years.
B. Cartegraph and Third Party Licensors shall have no liability to Customer if any Intellectual Property infringement or
claim thereof is based upon the use of Products in connection or in combination with equipment, devices, or software
not supplied by Cartegraph or used in a manner not expressly authorized by this Agreement or in a manner for which
Products were not designed, or if the claim of infringement would have been avoided but for Customer's use of
software other than the latest, unmodified release of Software made available to Customer by Cartegraph.
C. Customer shall indemnify and hold Cartegraph and Third Party Licensors harmless from any loss, cost or expense
suffered or incurred in connection with any claim, suit or proceeding brought against Cartegraph or Third Party
Licensors so far as it is based on a claim that the use, sale or licensing of any Products delivered hereunder and
modified or altered or combined with any products, device, or software not supplied by Cartegraph hereunder
constitutes an infringement because of such modification, alteration or combination.
19. Miscellaneous.
A. Taxes. Customer shall pay all taxes, levies and similar governmental charges, however designated, and all liabilities
with respect thereto which may be imposed by any jurisdiction, including, without limitation, customs, privilege,
excise, sales, use, value-added and property taxes levied or based on gross revenue or operation of this Agreement,
except those taxes based upon Cartegraph's net income.
B. Relationship of the Parties: Cartegraph and Customer are independent of each other. This Proposal does not and is
not intended to create in any way or manner or for any purpose an employee/employer relationship or a principal -
agent relationship. Neither party is authorized to enter into agreements for or on behalf of the other, to create any
obligation or responsibility, express or implied, for or on behalf of the other, to accept payment of any obligation due
or owed the other, or to accept service of process for the other. Cartegraph is an independent contractor, customarily
engaged in the performance of similar services for other parties.
C. Attorney's Fees/Legal Proceedings: In the event of any litigation or other proceeding between the parties relating to
this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and other reasonable costs
incurred in connection therewith and in pursuing collection, appeals and other relief to which that party may be
entitled.
D. Export. Customer agrees that the Software, Support, Services and Hosting purchased hereunder will not be exported
directly or indirectly, separately or as part of any system, without first obtaining a license from the U.S. Department of
Commerce or any other appropriate agency of the U.S. Government, as required.
E. Assignment. Customer may not assign, voluntarily or by operation of law, any of its rights or obligations in this
Agreement except with Cartegraph's prior written consent. This Agreement will be binding on and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
F. Waiver. The parties' rights and remedies are separate and cumulative. Neither parties' waiver nor failure to exercise
in any respect any right or remedy provided in this Agreement is a waiver of any future right or remedy hereunder.
G. Force Majeure. If any cause beyond Cartegraph's reasonable control prevents Cartegraph from performing under this
Agreement by a given date or time, Cartegraph's performance will be automatically postponed.
Cartegraph_MPA 04-2013
DocuSign Envelope ID: 63A2179C-6F03-420B-A8C5-FB56D98B8F6F
H. Choice of Law. Cartegraph agrees that jurisdiction and venue are proper in the state where the Customer has its
principal place of business and that the law of the state where the Customer has its principal place of business shall
govern any litigation that results from this Agreement.
I. Severability. The invalidity of any provision of this Agreement will not affect the validity and binding effect of any other
provision.
J. Notice. Notices hereunder must be sent to the addresses on the face of this Agreement, or to such other addresses
as specified by a notice complying with this provision. Notice is effective on the earlier of actual receipt or five days
after deposit in the mail. Notices in the form of a fax or email are acceptable. Notices must be sent to the attention of
the person signing on behalf of the party.
K. Entire Agreement. This Agreement constitutes the entire agreement between the parties on the subject matter hereof
and supersedes all prior or contemporaneous agreements, negotiations, representations and proposals, written or
oral between Cartegraph and Customer. This Agreement is not an acceptance of any conflicting terms and conditions
and will prevail over any conflicting Customer's terms and conditions. Notwithstanding the foregoing, Customer
agrees and acknowledges that the license(s) granted hereunder to Customer may be subject to additional terms and
conditions of certain Third Party Licensors, which terms and conditions may be subject to change from time to time
without notice at the sole discretion of such Third Party Licensors. A current copy of all such Third Party Licensor
terms and conditions can be found at http://www.cartearaDh.com/privacy-policv/#third-r)artv-licenses.
L. Amendment. Only a writing executed by authorized representatives of the parties and referenced as an amendment
to this Agreement may modify, supplement, or change this Agreement.
M. Customer gives Cartegraph permission to use customer's organization name and/or logo for promotional purposes,
including, but not limited to industry announcements, public press releases, and customer stories.
Cartegraph_MPA 04-2013
DocuSign Envelope ID: 63A2179C-6F03-420B-A8C5-FB56D9868F6F
Purchase Agreement
Cartegraph is pleased to present this Purchase Agreement for the implementation of world class technology solutions.
This Purchase Agreement is made and entered into between City of Central Point (hereinafter referred to as "Customer"
or "Licensee" and Cartegraph Systems, Inc. (hereinafter referred to as "Cartegraph"). This Purchase Agreement is
intended to supplement, clarify, and amend the Master Agreement previously executed between Cartegraph and
Customer. In the case that any terms or conditions provided in the Master agreement differ from, are provided in more
detail by, or are made irrelevant by the terms and conditions provided in this Purchase Agreement, the terms in this
Purchase Agreement shall control. For all terms and conditions not addressed by this Purchase Agreement, the Master
Agreement, #MA180 dated December 30, 2015 shall control.
Customer Bill To: Customer Ship To:
Jason Richmond Same
City of Central Point
140 South 3rd Street
Central Point, OR 97502
541-664-3321, ext. 208
Investment Summary
Cartegraph's proposed fees for this project are included in the summary below
Date: December 30,
Purchase Agreement December 31, 2015
Purchase #PA269
2015
Expiration Date:
Agreement
No..
Purchase Type
Citizen/Qty.
Unit Price
Total Price
CURRENT YEAR
SOFTWARE PRODUCTS
Cartegraph OMS —
Platform - Enterprise
Transition Fee 12/30/15 — 9/17/16
1
$8,072.70 I
$8,072.70
CURRENT YEAR SUB -TOTAL
$8,072.70
YEAR 1
SOFTWARE PRODUCTS
Cartegraph OMS —
I Per -citizen Subscription, Cartegraph
I 8,958
$0.50
$4,479.00
Platform - Enterprise
Cloud Deployment, 9/18/16 — 9/17/17
Discount
($1,298.91)
Cartegraph OMS —
Cartegraph Cloud Shared Hosting
1
$0.00 I
$0.00
Hosting
Subscription, Included in Enterprise
Cartegraph OMS
Advanced Asset Management per-
I 8,958
$0.15
$1,343.70
Extension
citizen Subscription
Discount
($1,343.70)
Cartegraph OMS
User Pack Subscription — 5 Named
3
$2,500.00 I
$7,500.00
Users
Users
YEAR 1 SUB -TOTAL 1 $10,680.09
Page 1 of 3
DocuSign Envelope ID: 63A2179C-6F03-420B-A8C5-FB56D98B8F6F
YEAR 2
SOFTWARE PRODUCTS
Cartegraph OMS —
Platform - Enterprise
Cartegraph OMS —
Hosting
Cartegraph OMS
Extension
Discount
Cartegraph OMS
Users
YEAR 3
SOFTWARE PRODUCTS
Cartegraph OMS —
Platform - Enterprise
Cartegraph OMS —
Hosting
Cartegraph OMS
Extension
Cartegraph OMS
Users
TOTAL COST (3 -YEAR TERM)
Per -citizen Subscription, Cartegraph
Cloud Deployment, 9/18/17 — 9/17/18
Cartegraph Cloud Shared Hosting
Subscription, Included in Enterprise
Advanced Asset Management per -
citizen Subscription
User Pack Subscription — 5 Named
Users
Per -citizen Subscription, Cartegraph
Cloud Deployment, 9/18/18 — 9/17/19
Cartegraph Cloud Shared Hosting
Subscription, Included in Enterprise
Advanced Asset Management per -
citizen Subscription
User Pack Subscription — 5 Named
Users
8,958
$0.50
$4,479.00
1
$0.00
$0.00
8,958 I
$0.15 I
$1,343.70
$2,500.00 I
$7,500.00
($1,343.70)
3
$2,500.00
$7,500.00
YEAR 2 SUB -TOTAL I
$11,979.00
8,958 $0.501
$4,479.00
1
$0.00
$0.00
8,958
$0.151
$1,343.70
3
$2,500.00 I
$7,500.00
YEAR 3 SUB -TOTAL
$13,322.70
$44,054.49
----------------------------------- - --- ------
NOTES: This Purchase Agreement #PA269 together with the Cartegraph Master Agreement #180,—
constitutes the final, complete and exclusive statement of the agreement between the Parties
pertaining to their subject matter and supersedes any and all prior and contemporaneous
understandings or agreements of the Parties.
Page 2 of 3
DocuSign Envelope ID: 63A2179C-6F03-4208-A8C5-FB56D98B8F6F
Payment Terms and Conditions
In consideration for the Services and Products provided by Cartegraph to Customer, Customer agrees to pay
Cartegraph Software Costs and Professional Service Fees in U.S. Dollars as described below:
1. Delivery: Software Products shall be licensed upon acceptance of this Purchase Agreement. If applicable, Services
will be scheduled and delivered upon your acceptance of this Purchase Agreement, which will be considered as your
notification to proceed.
2. Services Scheduling: Customer agrees to work with Cartegraph to schedule Services in a timely manner. All
undelivered Services shall expire 365 days from the signing of this Purchase Agreement.
3. Software Invoicing: The Software Subscription Licenses fee will be due in annual installments 15 days prior to the
anniversary of the initial term as follows:
a. $8,072.70 due upon execution of the Purchase Agreement.
b. $10,680.09 due 15 days prior to 1st year anniversary of term start date.
c. $11,979.00 due 15 days prior to 2nd year anniversary of term start date.
d. $13,322.70 due 15 days prior to 31d year annive4rsary of term start date.
4. Expenses: In providing the services included in this Purchase Agreement, Cartegraph shall be reimbursed for any
reasonable out-of-pocket costs, including, but not limited to: travel, lodging, and meals. Out-of-pocket expenses are
billed based on actual costs incurred and are due separately.
5. Payment Terms: All payments are due Net 30 days from date of invoice.
BY EXECUTING THIS PURCHASE AGREEMENT, CUSTOMER ACKNOWLEDGES THAT IT HAS
REVIEWED THE TERMS, CONDITIONS, FEES AND CHARGES PROVIDED HEREIN AND IN THE
MASTER AGREEMENT, AS WELL AS ANY OTHER EXHIBITS TO THE MASTER AGREEMENT,
AND CUSTOMER AGREES TO BE LEGALLY BOUND BY EACH SUCH AGREEMENT.
Ca$s, Inc.
Isk-
By �B163888AE1BD4D6.( ignature)
Randv L. SkemD
(Type or print name)
Title Executive Vice President/CRO
Date 17/�"I/?015 I 4-nq PM CT
City of CentralPoi��✓�
By
j�(Signature)
(Type or print name)
Title - Di'/`&c%Qr—
Date
' G
Pane 3 of 3
DocuSign Envelope ID: 63A2179C-6F03-4206-A8C5-FB56D9868F6F
Cartegraph Systems, Inc.
Addendum A - Software Products
Cartegraph hereby pledges to issue software licenses in the agreed upon quantities specified in
your Investment Summary. The "Software," as defined in Master Agreement #MA180, consists
of developed and supported technology products available from Cartegraph.
In addition to full access to Cartegraph licensed software, your organization will receive:
1. Support
a. Campus — www.cartegraph.com/campus
Our User Assistance area is a convenient and easily -shareable resource
designed to help you and your co-workers better understand the functions and
capabilities of your Cartegraph applications. Instantly access user tips, step-by-
step guides, videos, and more.
b. Dedicated, Unlimited, Toll-free Phone Support - 877.647.3050
When questions need answers and difficulties arise, count on our industry-
leading Support team to provide the guidance and assistance you need. Reach
us as often as you need Monday -Friday, 7:00 am -7:00 pm CT.
c. Secure, Live Remote Support
If your challenge requires a more hands-on approach, we have the remote support
tools to fix it. Let one of our Support Team members directly interact with your system
to find a fast, effective solution.
2. Training & Education
a. Convenient Online Resources
All the information you need, one click away. Take advantage of online training
opportunities, tutorial videos, upcoming event information, and more.
b. Regional User Groups
Meet and network with similar Cartegraph users in your region. Our smaller,
more personalized User Groups allow you to find out what other organizations
are doing to get more from their Cartegraph Systems.
3. Software Releases & Upgrades
a. New Software Releases
Be the first to know about all new Cartegraph releases, enhancements, and
upgrades. Gain immediate access to the latest features and functionality, and
increased system performance.
b. Hot Fixes
If an issue is determined to be a software defect and falls outside the standard
release cycle, Cartegraph will issue a hot fix and provide application specialists
with detailed levels of product knowledge to work with you in achieving a timely
and effective resolution.
Page 1 of 2
DocuSign Envelope ID: 63A2179C-6F03-420B-A8C5-FB56D98B8F6F
BY EXECUTING THIS PURCHASE AGREEMENT, CUSTOMER ACKNOWLEDGES THAT IT HAS
REVIEWED THE TERMS, CONDITIONS, FEES AND CHARGES PROVIDED HEREIN AND IN THE
MASTER AGREEMENT, AS WELL AS ANY OTHER EXHIBITS TO THE MASTER AGREEMENT, AND
CUSTOMER AGREES TO BE LEGALLY BOUND BY EACH SUCH AGREEMENT.
Carte Is�s, Inc.
Bye S
-B163888AE1BN4 Sjgnature)
Randv L. Skemp
(Type or print name)
Title Executive Vice President/CRO
Date 12/31/2015 1 4:09 PM CT
Page 2 of 2
City of Central Point%.fes
By
ir" (Signature)
(Type or print name)
Title =7 T Dj`/r&c% car
Date(Z 3 /Zc�l�`