HomeMy WebLinkAboutContract #: 1774 - From: 09-17-2024 To: 09-17-2027 - Nearmap US, Inc. - Assessor First Amendment hm the Service Contract with the Town mf North Andover
This amendment("First Amendment")hereby amends that certain Service Contract with the Town
of North Andover by and between the Town of North Andover("Town" or "Licensee") and Nearnaap US.
Inc. (^Contnactor'or''N*annap''). dated September 2Q. 2O23 (Contract No. 1GG2) (''Agmmenmemt''). Each of
Licensee and Nearmap may individually be referred to herein as a "Party"and collectively as the"Parties."
Notwithstanding Section 18 of the Agreement, this First Amendment is entered into on September 17.
2024 ("Effective Date"). Capitalized terms not otherwise defined in this First Amendment have the
meanings given to them in the Agreement.
WHEREAS, the Parties wish to amend the Agreement ee set forth herein;
NOW,THEREFORE,for good and valuable consideration,the receipt and sufficiency of which is hereby
acknowledged, the Parties hereto agree eefollows:
1. Section 1 of the Agreement is deleted in its entirety and replaced with the following:
"The CONTRACTOR agrees that it will provide the products as set forth in Exhibit A (including the
quote, the Naermop Products Agreement and the Fair Use Policy). Exhibit (including the quote,
the Nearmap Products Agreement and the Fair Use Policy), along with the attached Certifications,
are incorporated herein and made o part of this CONTRACT."
2. Section 2 of the Agreement is deleted in its entirety and replaced with the following:
"The Contract Period will commence on September 17. 2O24. and terminate September 17. 2027.
Any Contract Period extensions shall be subject to the mutual written agreement of the Town and
Contractor."
3. Section 3 of the Agreement is deleted in its entirety and replaced with the following:
"Total payments under this CONTRACT shall not exceed thirty-four thousand six hundred and fifty
dollars (USD $34,650.00), as further detailed in Exhibit A. This Contract is expressly subjectto and
contingent upon en appropriation offunde.^
4. The quote set forth in Exhibit A, on pp. 10-12 of the Agreement, is hereby deleted in its entirety and
nap|ecod with the quota set forth under Schedule A to this First Amendment. For the avoidance of
doubt, the Products Agreement and Fair Use Policy set forth in Exhibit A of the Agreement are not
affected by this Section and shall apply with respect to the quote set forth under Schedule A to this
First Amendment.
5. The Certifications set forth on pp. 7-8 of the Agreement are deleted in their entirety and replaced with
the Certifications set forth under Schedule Bbo this First Amendment.
G. Except as set forth in this First Amendment, the terms and conditions in the Agreement remain in full
force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality
of the foragoinA, the amendments contained heroin will not be construed as an amendment to or
waiver of any other provision of the Agreement or as a waiver of or consent to any further or future
action on the part of either Party that would require the waiver or consent of the other Party. On and
after the Effective Deta, each reference in the Agreement to "this AAraemant.^ "the Agreement,"
"hereunder," "hereof," "herein," or words of like import, and each reference to the Agreement in any
other agreements, documante, or instruments executed and delivered pursuant to, or in connection
vvith, the Agreement, will mean and be a reference to the Agreement eeamended by this First
Amendment.This First Amendment may be executed in any number of counterparts.All counterparts
taken together will be taken to constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed by their
respective duly authorized representatives.
SIGNED for and on behalf of NEARMAP SIGNED for and on behalf of TOWN OF
US, INC. NORTH ANDOVER
.............................................................. ...I..... . .................................................
Signature Signature
Paul Gilmour r° c t . f R6 " i $ �E
.........................................I............. .......................................................
Print Name Print Name
VP Revenue Operations&Finance e t r-,0rt (7*a-
.............................................................. ..............................................................
Office Held Office Held
8/30/2024 t h lzo'-'�A
....................................................... ......................................................
Date Date
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Schedule A
3
W"
m
RENEWAL QUOTE
c urr�rxt c.6ear.r cPacrs��e
Nearmap US,Inc.
1850 W Ashton Blvd,Suite 500
Lehi,UT 84043,USA
Phone:+1 (801)609 7250
Customer Name Town of North Andover,MA Quote Number 0102397
Contract Commencement Contract commences upon Quote Expiry 09/17/2024
signing of quote.
Subscription Term 36 Month Account Rep Sarah Walker
sarah.walker@nearmap.com
Subscription Start Date 09/17/2024 Payment Term Net 45
Public Facing URL https://northandoverma.mapgeo. payment Method Invoice
io/
Bill To Town of North Andover,MA Ship To Town of North Andover,MA
Bill Mitchell Bill Mitchell
120 Main Street, 120 Main Street,
North Andover,Massachusetts, North Andover,Massachusetts,01845
01845 (978)688-9566
(978)688-9566 wmitchell@northandoverma.gov
wmitchell@northandoverma.gov
PRODUCT.m� T
N mm mALLOWANCE ..-_ COVERAGE_ ..., ._. __.. SEATS
Public Display License for Government NA Nationwide NA
Nearmap Vertical Offline Copy-Subscription NA Nationwide NA
ArcGIS Integration NA NA NA
Nearmap Oblique for Government NA Nationwide Unlimited
Subtotal $34,650.00
*Estimated Tax $0.00
Total USD$34,650.00
*The Total includes applicable sales tax for the state which the Licensee is located.If an exemption from sales tax is applicable to the Licensee,the Licensee shall provide to
Nearmap,in accordance with state law,relevant tax-exemption documentation.It will be the responsibility of the Licensee to ensure proof of tax-exempt status remains current for
subsequent renewals of the Agreement.
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ACCEPTANCE OF Q102397 will constitute an Agreement with Nearmap
By selecting"Yes"or signing below,you acknowledge that(a)(i)the Additional Terms and Conditions of the previous Agreement between the Licensee
and Nearmap applies to this Renewal Quote,unless otherwise specified in Schedule 1 of this Renewal Quote,and(ii)the Product-Specific Terms set
out in Schedule 1 hereto apply to this Renewal Quote,(b)you have the authority to agree to this Renewal Quote,(c)you agree to pay the fees set forth
herein.You acknowledge that the Coverage Area by Nearmap is outlined at hftpL,//www.nearmap.rom/us/en/current-aedal-maps-coveraqe.
Note:The terms of your Agreement remain the same unless varied by this Renewal Quote.The total in this Renewal Quote is only an estimate of
your next invoice. Final credits and amendments to the subscription is dependent upon the date this Renewal Quote is accepted.
(a��"e.d...dr �r^� ,!��:. + Date: 3FullnName:ature/Digital Acceptance:t r p r p Z¢ 66 Position: LL
PO Number(if required):
If printed,please sign,scan and email to:g[gers.us@nearmap.com
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Schedule 1
Additional Payment Terms
Amounts payable each year(Excluding Tax)
Year 1:$11,550.00 Year 2:$11,550.00 Year 3:$11,550.00
Additional Terms and Conditions
Public Display License for Government.
1.During the Term of the Agreement,the Licensee is permitted to publish extracts of static imagery contained within the Product("Static Imagery')on
the Licensee's public facing website subject to the following:
(a)on a single domain("Licensee Website");
(b)web map view only which includes but is not limited to ArcGIS Online("WebMap");
(c)the extract of the Static Imagery that may be published must be in some way connected to the Licensee and its ordinary course of business. For
the avoidance of doubt,the Licensee is expressly prohibited from publishing all imagery that may be accessible through the Product on the Licensee
Website and the WebMap;
(d)no export tools for the Static Imagery are to be made available through the WebMap and/or the Licensee Website;
(e)the Static Imagery displayed must not be accompanied by drawing or measuring tools;
(f)the Licensee must use online solutions for integrating the Static Imagery into the WebMap and/or to the Licensee Website which are made
available by Nearmap from time to time,which at the Commencement Date is through an application programming interface for ArcGIS Online;
(g)the Licensee must acknowledge Nearmap in accordance the Agreement where the Static Imagery are displayed on the Licensee Website and
WebMap;
(h)the Licensee is not restricted on the vintage of the Static Imagery which may be displayed on the Licensee Website and WebMap;
(i)the extracts of the Static Imagery displayed on the WebMap and/or the Licensee Website should not be degraded.But the zoom level of the Static
Imagery is restricted to Level 20(6 inch imagery resolution)or 1:564 Map Scale;and
0)it is the Licensee's responsibility to implement the zoom restriction set out in section 1(i)of these terms.
2.The Licensee must use commercially reasonable efforts to prevent unauthorized use of,access to and exporting of any Static Imagery through the
Licensee's Website by any of its users.
Nearmap Vertical Offline Copy.
These terms apply to any purchase of a Nearmap Vertical Offline Copy Product("Offline Copy")effective March 15,2022 and replaces the terms
applicable to Offline Copy Add-on for Government Product.For all Offline Copy Add-on for Government Products purchased prior to March 15,2022
the terms for Offline Copy Add-on for Government Products apply and can be found here.
1.Nearmap will provide to the Licensee one single local"on-premises"Offline Copy of a mutually agreed area of interest("AOI")as further described
in the shape file("AOI")attached to the Quote,as applicable.
2.The Offline Copy will be delivered to the Licensee on a mutually agreed date or dates,or within a timeframe that is mutually agreed between
Nearmap and the Licensee and where there is no agreement,Nearmap will deliver no later than two(2)months from the Commencement Date.
3.At all times subject to weather and air traffic control restrictions,Nearmap will use commercially reasonable endeavours to provide the Offline Copy
in accordance with the technical specifications detailed in the attached AOI and Quote,as applicable.
4.Licensee may only use the Offline Copy for Permitted Purposes.
5.Unless otherwise detailed in the attached AOI and Quote,as applicable,the vintage of the imagery to be provided for the Offline Copy is to be
mutually agreed between the parties.
6.The Offline Copy may be retained by the Licensee after expiry or termination of this Agreement which may only be used for any purposes related to
emergency services in connection with the Licensee's ordinary course of business.
7.The single Offline Copy will only be provided for the current Term(or Renewal Term)(whichever is applicable)but does not apply to any
successive Renewal Term unless expressly set out in the Agreement.
ArcGIS Integration.
1.The Licensee's usage of the ArcGIS Integration will be counted towards the Licensee's total Periodic Data Allowance.Please ensure that you have
sufficient Periodic Data Allowance to meet your requirements with ArcGIS Integration to avoid restrictions being placed with your subscription.
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Schedule B
CERTIFICATIONS
CERTIFICATE OF NON-COLLUSION
The undersigned certifies under penalties of perjury that our bid or proposal has been made and
submitted in good faith and without collusion or fraud with any other person. As used in this
certification, the word "person" shall mean natural person, business, partnership, corporation,
committee,union, club or other organization, entity, or group of individuals.
Signature Date9.5.24
Jordan Edwards-Head of Finance US Nearmap US, Inc.
Print Name&Title Company Name
CERTIFICATE OF TAX COMPLIANCE
Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A(b), I
Jordan Edwards , authorized signatory for Nearmap US, Inc.
Name of individual Name of contractor
do hereby certify under the pains and penalties of perjury that said contractor has complied with
all laws of the Commonwealth of Massachusetts, and the Town of North Andover, relating to
taxes,permit or other fees,reporting of employees and contractors,and withholding and remitting
child support.
�rr�z 9.5.24
Signa e Date
CERTIFICATE OF VOTE
At a duly authorized meeting the Board of Directors of Nearmap US, Inc. held on 23
November,2022 it was
VOTED,THAT
Paul Gilmore Senior Director,Revenue Operations
(Name) (Officer)
be and hereby is authorized to execute contracts in the name and on behalf of said Nearmap
US, Inc. ; and such execution of any contract or obligation in the name of Nearmap US,
Inc. on its behalf by such officer,shall be valid and binding upon Nearmap US,Inc.
I hereby certify that I am the clerk of the above named Nearmap US, Inc. and that
Paul Gilmore is the duly elected officer as above of said Nearmap US, Inc. _, and that
the above vote has not been amended or rescinded and remains in full force and effect as the date
of this contract.
9.5.24
(Date) (Clerk)
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