HomeMy WebLinkAboutC-6119 - Services Order Confirmation and Standard License AgreementCoreLogic'
S CoreLogic Solutions, LLC's ( "CoreLogic's ") Services Order Confirmation and Standard License Agreement
I
V This standard license agreement includes this Order Confirmation, the attached Order for CoreLogic Solutions, LLC's ( "CoreLogic's ")
Services, the attached Terms and Conditions and the attached exhibits, (collectively, this "Agreement"). This Agreement is between
CoreLogic Solutions, LLC, a California limited liability company ( "CoreLogic ") and City of Newport Beach ("Customer").
CUSTOMER INFORMATION
Company: City of Newport Beach Contact: Scott Watson
Address: 100 Civic Center Dr. Phone: (949) 644 -3184
City/State /Zip: Newport Beach, CA. 92660 EmailAddress: swatson @newportbeachca.gov
Category: Govt. Agency Type: Existing
Shipping Address: 100 Civic Center Dr. Shipping City/State /Zip: Newport Beach, CA. 92660
ACCOUNT MANAGER INFORMATION
Sales Rep.: Rich Wagner Phone: 949- 214 -1641
Email: rwagner @oorelogic.com Fax 720- 294 -7525
ORDER DETAILS
Billing Amount: $250.00 Billing Frequency. Monthly
Opportunity ID; AKZA- 4HHW1N
Account Number: 200 - 1161943 Superseding: 90009729
Counties:
Orange, CA.
GEOGRAPHIC COVERAGE SELECTION
PRODUCTS AND DELIVERY
The fallowing services shall be delivered
ID REALQUEST (www.realquest.com)
® REALQUEST INDIVIDUAL SELECTS
® Monthly Commitment $250.00
® RPQ Property Detail Unlimited
® TRQ Transaction History (Full) Unlimited
® Supplemental Geography /Report Purchases
Geographic Area Orange County, CA
IN Doc Image $5.75
®ADDITIONAL USERS /SHIPPING CHARGE
® ADDITIONAL USERS
5 total Users at Included PerAdditional User
Terms and Conditions
Customer agrees as follows:
1. License Grant Subject to the terms and conditions of this Agreement, CoreLogic Solutions, LLC ( "CoreLogic ") grants to
Customer a non-exclusive, non - transferable license to use the Services solely for the purposes set forth in Permitted Use section
below. For purposes of this Agreement, "Service(s)" means the products and services listed in the Order Confirmation, and includes
without limitation, software applications, valuation models, information, images, hard copy products and any applicable user manuals.
2. Permitted Use. Customer shall use the Services solely for Customers own internal business purposes and/or internal marketing
purposes, with the exception of: (a)AppraiserSuite, which may be used solely as a tool to carry out Customer's own internal business
purposes of creating appraisals; and (b) the Listing and Marketing Activity Report and MarketPortal, which may be used solelyfor risk
management
3. Restrictions on Use. Customer warrants to CoreLogic, both during and after the term of this Agreement, the following:
(a) The Service is for the sole use within Customer's own organization and by Customer's own employees or agents. Customer
shall not share the Services with affiliates or any other third party, including joint marketing arrangements. Customer shall not use
the Services outside the United States without the prior written consent of CoreLogic.
(b) Customer shall not (1) disclose, disseminate, reproduce or publish any portion of the Service in any manner, except that
Customer may provide or otherwise make the Services available to any consumer end user to the limited extent necessary for
Customer to comply with its disclosure obligations under applicable federal and state consumer protection laws, (ii) permit any
parent, subsidiaries, affiliated entities or other third parties to use the Service or any portion thereof, (iii) process any portion of the
Service or permit any portion of the Service to be processed with other data or software from any other source, (iv) allow access to
the Service through arty terminals located outside of Customers operations, (v) use the Service to create, enhance or structure any
database in any form for resale or distribution, (vi) use the Service to create derivative products, (vii) incorporate any portion of the
Services in a permanent database for any purpose, (viii) use the Services to create, structure or enhance any database in any form
for resale or redistribution, or (ix) store, copy or use the Services to in such a way as to commingle the Services with data from
another third party source.
(c) Customer shall (i) abide by all prevailing federal, state, and local laws and regulations of any kind governing fair information
practices and consumers' rights to privacy, including without limitation any applicable non-solicitation laws and regulations, and (ii)
limit access to consumer information to those individuals who have a "need to know' in connection with Customers business and
shall obligate those individuals to acknowledge consumers' rights to privacy and adhere to fair irdormation practices and
consumers right to privacy.
(d) Customer shall not use the Service (i) as a factor in establishing an individual's eligibility for credit or insurance, (ii) in
connection with underwriting individual insurance, (iii) in evaluating an individual for employment purposes, (iv) in connection with a
determination of an individual's eligibility for a license or other benefit granted by a governmental authority, (v) in a way that would
cause the Services to constitute a "consumer report" under the Fair Credit Reporting Act, 15 U.S.C. § 1681 at seq., or (vi) in any
other manner that would cause such use of the Service to be construed as a consumer report by arty authority having jurisdiction
over any of the parties.
(e) Customer warrants that Customer shall not use any element or component of the CoreLogic Services to create, replace,
supplement, or enhance any title, legal, vesting, ownership, or encumbrance report. Customer further warrants that Customer shall
not use the CoreLogic Services coupled with alternative insurance approaches or products.
(f) Customer shall not use the Service in any way that (i) infringes on any third party's copyright, patent, trademark, trade secret or
other proprietary rights or rights of publicity or privacy, (ii) violates any law, statute, ordinance or regulation (including without
limitation the laws and regulations governing unfair competition, anti- discrimination or false advertising), or (iii) is defamatory
libelous, unlawfully threatening or unlawfully harassing.
(g) Customer shall comply with the published guidelines of the Direct Marketing Association, other applicable industry guidelines,
and all federal, state, and local laws and regulations regarding the use and dissemination of data or media such as the Service.
(h) Customer shall not remove, alter or obscure any proprietary notices in the Service or other materials provided by CoreLogic
hereunder and shall reproduce all such notices on all copies or portions thereof. Customer shall not provide or cause to be
provided the Service to a Processor, unless such Processor enters into a Processor Agreement, attached hereto as Exhibit A,
acknowledging that Processor shall only use the Service to fulfill its processing obligation to Customer.
(i) If the Order Confirmation indicates that the Services include Demographic Data, Customer shall comply with Exhibit B
(Additional Terms and Restrictions on Use of Demographic Data).
4, Third Party Exhibits. "Third Party Exhibits" means, if applicable, the specific exhibits attached hereto as individually referenced
as the "Freddie Mac Exhibits" A, B, C, and G, respectively and any other product specific exhibit that is attached. Where applicable,
the appropriate party or parties idenfified therein shall sign each Third Party Exhibit prior to CoreLogic providing Customer with
access to the Third Party Products. "Third Party Products" means, if applicable, certain proprietary automated property valuation
products, including but not limited to Home Value Explorer and Home Value Calibrator (as more specifically defined within the Third
Party Exhibits attached hereto) which third parties may offer to CoreLogic during the term of this Agreement If applicable, CoreLogic
may provide such Third Parry Products under this Agreement, together with its own Services, to Customer with such Third Party
Products to be specified in the attached CoreLogic Services and Fees of this Agreement, providing all applicable parties have
executed the necessary Third Party Exhibits. The relevant third party has the exclusive right to determine the Third Party Products that
will be marketed under this Agreement. The provisioning and use of Third Party Products by Customer shall be in accordance with
and subjectto all terns and conditions of the Third Party Exhibits attached hereto.
5. Delivery of Data and Format. The amount of data available varies substantially from area-to-area, and circumstances may exist
or arise which may prevent CoreLogic from providing such data or achieving complete representation of all data elements of the
Services. Notwithstanding anything to the contrary, CoreLogic may limit or discontinue the provision of the Services for geographic
locations where: (i) CoreLogic is restricted by rules, regulations, laws or governmental entities; (ii) CoreLogic has discontinued the
collection of data; or (iii) CoreLogic is prohibited by third party providers. CoreLogic may discontinue, upgrade or change the
production, support, delivery and maintenance of any Services if CoreLogic develops an upgraded version or otherwise can no longer
provide such Services. The Services shall not be construed as or constitute a representation as to the condition of title to real property.
The Services may not include all recorded conveyances, instruments or documents which impart constructive notice with respect to
any chain of title described in the Services. Customer further acknowledges that the sale amount data element of anydeed transaction
data included within the Services is rat available in some states and some such sale amount data are estimates of value based on
available data and are calculated by CoreLogic.
6. Fees. In consideration of the rights granted to Customer, Customer shall pay CoreLogic the fees stated within the Order
Confirmation, or within the Services as applicable, monthly within thirty (30) days of CoreLogic invoice unless provided differently in
the Order Confirmation. Fees are exclusive of sales, use, ad valorem, personal property, and other taxes, which are the responsibility
of Customer. CoreLogic shall charge Customer applicable sales tax, Customer shall be responsible for filing all other taxes. IF full
payment is not made, a charge equal to one and one -half percent (1.5 %) may be added to the balance due, not to exceed the legal
limit permitted by law. t Customer becomes thirty (30) or more days past due, CoreLogic may automatically disabled Customers
access to or shipment of the Services until all past due charges are paid. If it becomes necessary for CoreLogic to enforce this
Agreement through an attorney, collection agency, or directly through small claims court, Customer shat pay all attorneys fees, agency
fees, court costs, and other collections costs, including without limitation postludgment costs for legal services at trial and appellate
levels.
7. Compliance Audits. CoreLogic reserves the right, at its own expense, to select an independent auditor to audit Customer for the
purpose of ensuring Customer's compliance with the terms and conditions of this Agreement, after providing Customer with
reasonable notice thereof. If such audit indicates there has been a material breach In Customer's compliance of the Agreement,
CoreLogic shall provide Customer with written notice of such material breach. IF Customer does not cure the breach within ten (10)
days of receipt of written notice from CoreLogic, CoreLogic may terminate the Agreement and pursue its other legal remedies.
Should Customer not cooperate with Corel-ogic's reasonable request to audit for compliance within thirty (30) days of notice thereof,
CoreLogic may immediately terminate the contract and pursue its legal remedies.
8. Term and Termination. Unless otherwise stated in the Order Confirmation, the initial term of this Agreement is for twelve (12)
months, commencing on the Effective Date set forth in the Order Confirmation. Unless otherwise stated in the Order Confirmation or
attached Exhibits, the term shall automatically renew for additional successive twelve (12) month terns. Although this Agreement may
rat be terminated without cause during the term, either party may forego automatic renewal by giving the other party riot less than thirty
(30) calendar days written notice of termination prior to the expiration of the then-current term. In connection with any renewal term of
this Agreement as provided in Section 8 (Term and Termination), CoreLogic reserves the right to revise the Fees by written notice to
Customer no less than forty -five (45) days prior to the end of the then-current term. If either party breaches any provision of this
Agreement, the non - breaching party may, upon providing written notice of such breach, immediately terminate this Agreement,
provided such breach is rat cured within thirty (30) days after such notice. Notwithstanding the foregoing, if Customer is in breach
under the Fees section of this Agreement, CoreLogic may terminate this Agreement effective ten (10) days after giving Customer
written notice of such breach, unless Customer shall have remedied the breach within such ten (10) day period. Upon termination of
this Agreement by either party, Customer, at its own expense, shall return all Services to CoreLogic or certify that the Services have
been destroyed within ten (10) business days of termination, and any amounts unpaid by Customer shall be immediately due and
payable. Shaul Customer fail to return or certify the destruction of the Services to CoreLogic, Customer shall pay to CoreLogic a
perpetual license fee for the Services. Notwithstanding the foregoing, Customer may retain one copy of the Services in an archival
database, solely for purposes of record - keeping in the event a legal or regulatory claim regarding the Services arises ("Archival
Copy'). For the avoidance of doubt, Customer shall not use the Archival Copy for any purposes, commercial or otherwise, and
Customer shall limit access to such Archival Copyto those employees who have a need -to -know.
9. Proprietary Information. "Proprietary Information" means the Service and other data, manuals, documentation, software
programs, algorithms, and other information that may be disclosed or provided to Customer in the course of providing the Service,
and all intellectual property rights thereon. The Proprietary Information is and remains the sole and exclusive property of CoreLogic.
Customer shall have only the limited rights to the Proprietary Information as expressly granted in this Agreement, and all rights not
expressly granted by CoreLogic are reserved. Only CoreLogic shall have the right to alter, maintain, enhance or otherwise modify the
Proprietary Information. Customer shall not disassemble, decompile, manipulate or reverse engineer the Proprietary Information and
shall take all necessary steps to prevent such disassembly, decompiling, manipulation or reverse engineering of the Proprietary
Information. Under no circumstances shall Customer sell, license, publish, display, copy, distribute, or otherwise make available the
Proprietary Information in any form or by any means, except as expressly permitted by this Agreement, including without limitation the
transfer to a third party or, if not expressly prohibited by this Agreement, as allowed under the fair use provision of the Copyright Act,
17 U.S.C. § 107. Customer shall take all reasonable steps, in accordance with the best industry practices, to protect the security of the
Proprietary Information and to prevent unauthorized use or disclosure. Customer is responsible for all access to and use of the
Proprietary Information by Customer's employees or agents or by means of Customer's equipment or Customers CoreLogic
usemames and passwords, whether or riot Customer has knowledge of or authorizes such access or use. Customer shall be
responsible for maintaining the confidentiality of all assigned usemames and passwords, and Customer shall be responsible for all
charges relating to the use of said usemames and passwords whether or not authorized by Customer.
10. Limitations on Valuation Models. The valuation models, if provided as part of the Services, do not constitute an appraisal of the
subject property. They should not be relied upon in lieu of an appraisal or underwriting process. The predicted value reports are based
upon data collected from public record sources. THE ACCURACY OF THE METHODOLOGY USED TO DEVELOP THE REPORTS,
THE EXISTENCE OF THE SUBJECT PROPERTY, AND THE ACCURACY OF THE PREDICTED VALUE AND ALL RULE SETS
PROVIDED ARE ESTIMATES BASED ON AVAILABLE DATAAND ARE NOT GUARANTEED OR WARRANTED. The condition of
the subject property and current market conditions can greatly affect the validity of the Valuation Models. Any Valuation Model
generated does not include a physical inspection of the subject property or a visual inspection or analysis of current market conditions
by a licensed or certified appraiser, which is typically included in an appraisal.
11. DISCLAIMER. THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, THIS
DISCLAIMER MAY NOT APPLY. CORELOGIC NEITHER ASSURES NOR ASSUMES ANY LIABILITY TO ANY PERSON OR ENTITY
FOR THE PROPER PERFORMANCE OF SERVICES NECESSARY TO THE CONDUCT OF A REAL ESTATE CLOSING.
CORELOGIC DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS COMPLETE OR FREE FROM ERROR, AND
DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE
CAUSED BY ERRORS OR OMISSIONS IN THE SERVICE, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM
NEGLIGENCE, ACCIDENT, OR OTHER CAUSE. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR OBTAINING ANYAND
ALL NECESSARY LICENSES, CERTIFICATES, PERMITS, APPROVALS OR OTHER AUTHORIZATIONS REQUIRED BY
FEDERAL, STATE OR LOCAL STATUTE, LAW OR REGULATION APPLICABLE TO CUSTOMER'S USE OF THE SERVICE.
CORELOGIC MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF
THE SERVICE INANYJURISDICTION, STATE OR REGION.
12. CORELOGIC'S LIMITATION OF LIABILITY. CORELOGIC'S TOTAL LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY
UNDER OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING THE
AMOUNT PAID BY CUSTOMER TO CORELOGIC DURING THE THREE (3) MONTHS PRECEDING THE EVENT OR
CIRCUMSTANCE GIVING RISE TO SUCH CLAIM. THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS AGREEMENT
SHALL BE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT THE EXISTENCE OF MULTIPLE CLAIMS SHALL
NOT ENLARGE THE LIMIT CORELOGIC SHALL HAVE NO LIABILITY UNDER OR N ANY WAY RELATED TO THIS AGREEMENT
FOR ANY LOSS OF PROFIT OR REVENUE OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR
EXEMPLARY DAMAGES, EVEN IF CORELOGIC IS AWARE OF THE POSSIBILIIYOF SUCH LOSS OR DAMAGES.
13. Customer's Indemnification. Customer agrees to indemnify, defend and hold CoreLogic harmless from and against all third
party claims, losses, liabilities, costs and expenses arising out of or related to the use of the Service by the Customer, or attributable
to Customer's breach of this Agreement, provided that CoreLogic gives Customer prompt written notice of any such claim. CoreLogic
shall control the defense and any settlement of such claim, and Customer shall cooperate with CoreLogic in defending against such
claim.
14. General Provisions
(a) Customer shall not disclose CoreLogic as a data source to any third party, except as authorized in writing by CoreLogic or
required by federal, state or local government regulations. Neither party shall use, or permit their respective employees, agents and
subcontractors to use the trademarks, service marks, copyrighted material, logos, names, or any other proprietary designations of
the other party, or the other parties affiliates, whether registered or unregistered, without such other partys prior written consent.
(b) This Agreement constitutes the entire agreement between the parties with respect to the Services listed in the Order
Confirmation, and supersedes any prior understanding or agreement, oral or written, relating to the Services listed in the Order
Confirmation. IF any of the provisions of this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Customer shall not
assign this Agreement or any rights or obligations hereunder.
(c) No modifications of this Agreement shall be effective unless in writing and signed by both parties. No waiver by either party of
any breach by the other party of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding
breach of the same or any other provision hereof. No such waiver shall be effective unless in writing and then only to the extent
expressly set forth in writing.
(d) The following sections shall survive termination of the Agreement and shall continue in effect until fully satisfied: Restrictions on
Use, Fees, Term and Termination, Proprietary Information, Limitation on Valuation Models, Disclaimer, CoreLogic's Limitation of
Liability, Customer's Indemnification, and General Provisions.
(e) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument. A signature on a copy of this Agreement received by either party by
facsimile is binding upon the other party as an original. The parties shall treat a photocopy of such facsimile as a duplicate original.
IF this Agreement is executed in counterparts, no signatory hereto shall be bound until all parties hereto have duly executed or
caused to be dully executed a counterpart of this Agreement The individual signing the Order Confirmation represents that he or
she is authorized to do so by and on behalf of Customer.
(f) The interpretation of this Agreement, and all matters relating hereto, shall be governed by the laws of the State of California
applicable to agreements executed and to be performed solely within such State. The parties submit to the jurisdiction of, and
waive any venue objections against, the United States District Court for the Central District of California, Orange County Branch
and the Supedor and Municipal Courts of the State of California, Orange County in any litigation arising out of this Agreement. This
Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the
application of which is expressly excluded. The prevailing party shall be awarded its reasonable attorneys fees and costs in any
lawsuit arising out of or related to this Agreement.
(g) Neither parry is nor shall be a partner, joint venturer, agent or representative of the other party solely by virtue of this Agreement.
Neither party has the right, power or authority to enter into any contract or incur any obligation, debt or liability on behalf of the other
party.
(h) CoreLogic shall not be liable for any delay or failure in its performance of any of the acts required by this Agreement when such
delay or failure arises for reasons beyond CoreLogic's reasonable control.
(i) All notices shall be sent to the address on the Order Confirmation, or to such other address or number as shall be furnished in
writing by any such parry. Notices to CoreLogic shall be sent to 40 Pacifica, Suite 900, Irvine, California 92618, with a copy to
CoreLogic's counsel at the same address marked Attention: Legal Department. Notices or communications shall be deemed
properly delivered as of the date personally delivered or sent by mail or overnight service.
Effective Date: 04/23/2015
("Customer") City r7ea h
By:
AuthorriiizeJd Signature
Name: / �cM �lp i- 7-eA)
Titles
Date:
Address: 100 Civic Center Dr.
Newport Beach, CA. 92660
AVJ?X0' D AS TO FORM:
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