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10-0424 CoStar Group 627672 COSTAR GROUP Real Estate Information CoStar Group,Inc. April 24,2010 2 Bethesda Metro Center 10th Floor RuthAnne Hall Bethesda,MD 20814-5388 City of Elgin 150 Dexter Ct 301.215.8300 Elgin,IL 60120 800.204.5960 !nll�rrr 301.718.2111 fa Re: Your CoStar Customer Location ID-627672 800.613.1301 n/lee f“, Your CoStar Product(s)-Property Professional www.costar.com NASDAQ:CSGP Dear Ms.Hall, Thank you for choosing CoStar! You have just joined a legion of commercial real estate professionals,who rely on CoStar Group products to gain the competitive edge.Now you can continue to pursue the best opportunities in your markets with the nation's most reliable, accurate and comprehensive electronic commercial real estate information service at your fingertips. Enclosed please find a fully executed copy,including your Subscription Form and Terms and Conditions,of your License Agreement(s) with CoStar Realty Information, Inc. Please note that the enclosed copy constitutes the final version of the License Agreement(s)between you and CoStar. Your Satisfaction Is Our Number One Priority If you have questions or concerns about your service, one of our professional customer service representatives will be happy to assist you. Just give us a call at one of the numbers provided below, and we will help you get the maximum return on your investment. License Agreement questions: Please contact your local Account Executive Technical questions: 800-613-1303 Billing questions: 800-894-4720 We appreciate your business, and thank you for choosing CoStar. Yours sincerely, AMP Scott Klug Vice President, Mid-West Field Sales P.S. Bookmark our Web site at www.costar.com and visit us regularly. You'll find late-breaking news from around the nation and discover a wide variety of CoStar Group products and services. CMC 1 04/07/2010 10:21 FAX 847 931 5610 CITY MANAGER'S OFFICE 10002/007 °LC61'(alid\c— FOR Costar, License lNTFRNALONLY:(RaftD) 94772 - - ��oo Agreement lir: Tim Alaridrtn - OSTikft Subscription Form i Routing Code: -- — -- ■/'�� �Y1 BU`:neSS Code: YAJ• ��.O i-.. 1'�(yJi. BILL TO: Licensee. City of Elgin Location ID: 627672 — Address: 150 Dexter Ct City'StatetZie Elgin, IL 60120 Fax: --� Telephone: (847)931-6100 _ Biu-To Contact: RuthAnne Hall Email for(31:1-to-Conlact: hall r(�cityotetgin.org USE _ BILLING CYCLE PAYMENT METHOD Total No.Sites: 1Monthly pi Check — 0 Quarterly El Automatic Withdrawal Tntat No.Authorized Use's(Au Sites) 3 ❑Yearly TERM _COMPS HISTORICAL DATA KEY TOKENS - One Year Initial Term From(MMIYY). — fcar.+c5 F,r:orrsc'c Total Number of Key Tokens: — — SCHEDULE OF SERVICES Site Market { Product Description ( Monthly License Fens (Before Tax} Iy627672 Chlrario l CoStar Propeny Web Ail Data _1 S'i.35.00 _ I Is 627672 _ I Chicano 1 Costar Professionnt i)irectory--All Data—� SO 00 — L 627672 -j LIS Data —I CoStar For Sole Proffes_sio_nal_AU Data 1 SSO.00 _-- — 1 — Total Monthly Fees From Additional Schedule of Services i t Total Monthly License roes: $435.00 One T:me Implementation.Fee: One Time Key Token Fee: — Notes: -- — — 'ni,Subs^ybtn Fcem ittch Ong the Terms eno Cos:Mam s.,he Term,,or tkn.any addenda and any a' hits ztlactled hxeln'.ettecti.ely.tie'Areee'rncrt.Se'.ice-tort abnvert:n:od LrmnSee end COSta' Fyntty Intomraticn.M:t-C.r0S.r 1.ontahtr:hes tho:rens and cm-Marcos..odes ch-rt,Gate:.,0I,roma the proaactm set tr+d1 re Itis Aarenoie't Attached to Ors Agreement ream COTS and Cmaliens Mat are or'nIcgra'part,et the A¢ee-ent br%nn r"rr-„Ct hese:sy Trims.150 m this S'+h:cnot'rn Porn and net othrr rse dstned sna't hate Inn r ieenulss cc:f'ti c:,ISO Therm inn Coadd-ens-in ah,5at. ih's Agreement:rh.r or/al3;Me To'n'e Si t):e 014.-Tcrnts 0'user arsea''.e:,thee at rye,,rro'a!sOrn Ry Even tine Lcens,d Predict.Lrconcert es-eel ti,'e yty wee S's T nnS C1 iso arta le regarty re-neve sock!ems la ter dates And changes Sc Ihr extent a cce'LGl vests.the Sx1srnpt in Fcrm and;he Terms and Ccnn.t G1 sha'l norms ever tan Toro's'r:l'Se lo rho event that I,/inset'does er.t ori}rte IN,i,osceln-I ty the tri"_'Mono date L TI17111it.tin ir+ma et Ma Arvocinent shad trcrcn•e nal and s-c d.emrd.).that:I I croons esecutr_,(hi,Arrrment alter st.eh darn ins Costs,coil-terspr5:his Agteemret then PO'ATrer+nent Ula:h0 ra1d and t:ecne co the aa'le:. The no sen Pill ertK'15 t^:5 Agrceex'nl Cc h:hint et i.K.9isee two:trntm a1d 0.'vrani5 Tal he J;he has trace arilm,,rend to do so and that n:no:lsoary«rt:ins re+le red la the OrecuiM hare been lawn. CaSX Sooty/'elide;nifca that only an at'',-,o cr<d et6cer to CoSta:ran nsacute Ores Ap'Mm st co behalf St CoS+a'-The nail es reret-s erAhciAt'?'ye that lb's AIrOcenen'may he e'cadctt and delivered 1''ac'rn n re';11Y'iraer Ce 5ha1 Cao;',.:n a iegnl and M'Cmg agreement CO Fm /woes. CoStar Realty tnfor tion, lac Licensee` ` t, . , , By. — Slyitature: ftr� �_2.1',/1:4‘,... -. Name: _ _ Prim Name:"� -- — —_ - Title. — -- Title• t f t.lit- .1 Date: e-f I i Ca - I-51 Date- � ---------- Address: 150 Dexter CI __________ AdJressr 2 Bell! . M'-' _r — Address-tress Elgin ll-60120 -- — — / Address: Belhe- •,M0 2081 i 0•:1x rt: John Stanfill Wed Apr 07 17:55:32 201C 04/07/2010 10:21 FAX 847 931 5610 CITY MANAGER'S OFFICE Vb 003/007 CoStar License Agreement COSTAR GROUP AUTHORIZED SITE&USERS LIST Licensee: City of Elgin Location ID 627672 I Address: 150 Dexter Ct cdy.fstate,Zin: Elgin, IL 60120 [Total Number df Authorized Users a:So 3IITIII ,.— . LUSERS AT ABOVE LISTED Contact Name: RuthAnne Hall Ille: Management Analyst Phone: (847)931-6104 Fax* IE ma i 1: hall_lp_cityofelginorg Key Token Needed', TTIYOG l-v-,1 No i contact Name: Tonya Hudson rue Executive Director Phonn, (847)488-1456 Fax. Email thudson@elginil.org Key Token Needed? [7,Yes 1;z1 No _J ----- Contact Name: Michael O'Kelley Title' VP of Economic Development Phone: (841) 741-5660 Fax Final' molkelley@elginchamber.rom Key Token Needed"; ,-1 Yes RI No 04/07/2010 10:21 FAX 847 931 5610 CITY MANAGER'S OFFICE E 004/007 CoStar Terms and Conditions COS-TA la)This Agmamms between Costar and Lies Oo'nororns cern or more ekclonio databases dtrvo'nped and maintained by Cri'ar oar!)consiOt ng of(I)a prnorii•.la•y 00tahaser(the'Database'?or cormle.Kra;-•taf estate mn'omiau)n.nnrludmg but riot fonder in.the:nformatlon,Inst,pholalraph:c and other nnrlgus and darn contained there tcollr c'rvey,Ire-lormirot-rail ant Iho:(+monetary organum':nn and for ratetler2mg,sorting and ti-splaying such Information.aryl 121 mimed software Wan'So!twar.). Tn-nsc portions of the Sotiwm and Dar-thacr that air hr_eneed hemendrr,n be'f.on any upiahls or mcdit.alicns pmerdrnl therein,and any"lfrnr,alien derived from the use of the Database int.den as a resit:of the veobc al✓On of any Dorian of Ifit Information.fry I:sen sta.are Co'!ecluely referred to be rert as the'Licensed Prodir_t-(r)During the term el this Agreement.CoSlar hereby tyrants to L'cerree a r rr.tus,ve nontransferable license to use only these rn-bees of Inn Lrrensrd Product Ihif ern expressly Identified on the SJIc<h:le of Sn'vtcee on Ile Subrergton i-nrm s:nerd to and in accordance with the terns and enrnitr-ns of th s Agreement (c)The Lrrerme?Prodder may be used by no rxt'o than the nurnbr-r n1 uses set forth on the Sut>suir0ion Form and.except as not loan below.only al the sdof 5)spe".trally inh-ntihcd hcve'n AU of st,ch risers(the-Authorized Users')must M i ndmidtals lit employed!ty Leen-me nr a'1 Independent Contractor Of Phonsee ala site ilnntifeed on lira 5ubson sten Farm oral(2)inchrdcd an Casfar s I el of Authorized Sites In Users for the Lncenr.ed Product L.rense-r understands that each bmkoragn research.appn'see.sales or other smelly persnnne'at each'rcrr'SCd sae mini he an Authorized-User and.agrees In rorty Cr-51m if the member ri step rndtvidaats at a site exceeds the neater of At rr'trarzed Users set forth en this Agreement.Ar'Irnnpendent Coriraclor hs donned as an individual person work ire safely lot L rinser aryl rant for another company write teat estate intotmatirxl reeds and{minrmfrg snthstartra'iy the same services for Licensee as en employee of licensee ldl licensee uric orison':!hal axess to anti use of the Licensed Prot/wt.and nrI Imre'names.passwr,.rrs and any One Tokens(coke cutely !fie-Passrndes't used to access tn•it rased Protea aro d:alt ifi cr only to Authorized Users.and yr:1 not arr.'anyone olio,'than an Authorized User access to the Licensed Product or Passe-odes for any reason "l. Use.horn Sttbiext to the prohlhalnns Set forth hekrw,dieng'he tem,of this Agreemorl.Lire nseo may ufe the Licensed Frodtrt for lea:'oils:ring purposes m the nrn'nary course of its business,(1)licenser's internal rncprre s purposes.(2)prorating inform:a'tni resenting particular prnpeeros and rnarkol trends lo ifs stens and{tmsp'C;(ve chords:(3)lo marked properties:td)supportit•g as valuation,are raise]ur counseling regarding a spec fie..prermay.and(5)creation periodic gcnrral market resrr•:r:le repots for in-Clouse use or for c'icnlc or prnsnecateo drones'use,nrovidrd that such rrpra:s do nor contain trotting-sl¢csr.or ter aM•spectic Infonnafioo and are net commercially or pcnrraly drtntelerl S,.l ecl to lel nrmvrsmns sol forth below.Licensee mai/fn,nt re'forrnatcn or copy Informai,rri into worn prornss'ng,spreadsheet and presenlalfn prty)rams for other software programs w•xh the express written ronsrrnt of CoStari,55'cern as the level of Intnrmat'orn her printed or spiral is reasonably tau'nred for Licensee's p rpor_s,msubsianlial arid',sod In co:npmnee with this Section.(bt Except as set fal)in Shaine Slat Licensee shall not drstneule,nrscbse.cope',reproduce.('splay,publish.I,50510l,assign sublicense.transfer.made across In,use or sell.directly or a-id:reedy linclrvfmq in electronic.Inrm),ear.',portion Cl dm licensed Product Ii miihy Or rreare derivative works of lite Licensed Pmdttrt (C)Nnhvilhsfan:ing any other provision herein.I iconsen shad trot:(I)upload.post or o!rwn'rise transmit are,porrrttyt of the Licensed Product on,or provide access to any portion of line Licensed Prrxtlu] through,the Internet,any burrtin hoard dnsinm.any elecaon.c network.any h5!irvl service or any other data sharing arrangement not restricted exclusively to Lirrnnen ani Iia /Wfhonred Users,except that i'i Llcerr,Fa may e-mail a report containing Irifarnia tion(led comples...Rh this Section 2 to a Ifmaecl number Jf'(5 rlinnt5 and prospective r-Iter'Is_(ti) Licensne may li splay'solely on its own bah mate photographs from the Licensed Prothro;that depict properties that LiCenseo owns.co:trots,represents or holds nxcinsivcs,pmwkied that wrier on c•ciarstaares shalt siren p:rningraphs tsr posted M any wehsde oral may compo-le with the licensed!induct,and(M:)if Licensee is a wlltscnher in gond standing to CnSlar Properly Prnlnssirvia,i and CoSlar Corned),Licensee may first ms,tnstamLtt penton of the Information from CoStar Property In the clien!extranet component ell Licensee's designated CoStar Connect;set)site ler acrerclrvo It,clients or prospective deals of Leensrp in compliance with lets Se:lion 2,l21 use any polio]r of the licensed Prelim(In create directly or indirectly.any datanase nr prod,eel(3i access or use tiro Licensed Product r'you area direct or indirect crmpnliinr of CoSlar or pmvidh any portion of Ire Licensed Product to ail,'direct or inrlraci unnpct'tc-r of CoStar.(41 store.copy or exprxt any portion of the L ironsed Prnducl:non any database er other software program-excret as set forth in Soctien 2(a t.(5!modify,moron,disasSeenste nr rovers')engineer any portion of the Lir:enstsl Pinner_.,(5)ase.reproduce.fiutyuh or compile any Information for the prpn5e of soling orticensi.rp nr,S,information nr making such information publicly available,(7)rise no arra nbute lnfnrma tion(hal uas been verified re rrrnrurlcl by Licensee for the purpose of developing or centril;ubnq to the dere of any database.,product or service:or(8)use any pollen of the licensor Pmdurt in a manner that v oliS)violate any U S.. international,state or local law.Pr:gtttaieri elle or ordnance,oeltdmg real estate pradice.spam and prmvar-y laws 3 Owrnrshtp.Licensee ackno•rvtp?nes ih e CnSiar and as licensors nave and shah retain Floc-uny,e-Ownorstep Cl all propentary rights In the l:cnnsed Product,rrthd'ng all U 5 and mtomalmneaf intelectual property and ell ter eights r,ufll as patents trademarks,cnpyrichls and trade secrets This is a ltchmse agreement and not an agrcemnrl for sale Licensee shall have no nett or interest in any portion of the L.rcnsed Potation nxCept the right In use the Licensed PrMialt an sot forth heroin.Licensee Acknowledges that the Software. Database,Information and Licensed Punted constitute the vatuah'.n pronely and confidential copyrighted information of CoStar and is trenrOre(cnllectneety,11 O'Proprietary information') licensee apreeb to(a)comny syilh all copyright trademark tracts secrel patent,contract and other laws necessary In nrotrrci at nghts:n the Proprietary Information.(b) ren challenge CreSlars and its tar-ensrs-'r-o rierr;Illn of(o•rho valtfly or rnlnmeabil•ty of thou napes el and tea the Propeetany Information,and 101 not remove.conceal obeteraie or circumvent any cOpyripti or other nol:Ce or license.use or rylpyng frchnnlo'ycai measure encircled in the.L irnnmed Pmd0cl.licensee shall be hab'e ter any vrraalmn of the prtviSiotis of this Agreement by any Auti:Onzed'Jsec and try Lrensee's emproynns.Independent Contractors att:6atrn5 and agents and for any Cnatdfvaozed ane of the Licensed Prorlucl try slt1h nelsons.Wdheta COStart consent Lr,dnsee may rat use or repredlute any trademark.Secson mark or halo name n1 COSttw a Term.The teen of this Agreement Silo i 1rgtn on the.date of signature by Cr1Siar,shall continue for the initial tern specified on the dubftrpbon Form(the'India!Terni),and sham expire al the rind of such Initial Term on the int day of the calendar mesh hl which the Start Date r_urred.mmiens eartrr•-r terminated pursuant In the terms hereof.This Agreentrrtl shall contmun thereafter for str-ulssrvr aunts of oro(1)year(each such srccessive pn'*,d being a'Renewal Term')commencing on the last day of the Initial Term or any Renewal Term,unless sixty(60)days prior to Inn last day of ire Initial Term Tar any Renewal Term ether party has prey:ded hie other vaalen notice or an intent not to meow,The'Start Dale,' shoo be the data of dissemination by CoStar of a Pa tscorio for suck Licensed Pre-stool to licensee;prgvrned that for erintirna customers with Passredes.the'Stan Dale'that;on the ?ale of:rignaturr.of(his Agreement by Co513r, 5 license Fees.Licensee agrees to pay the license FeCS aura all other fees set forth n this Agreernom„which are priced in U.S dollars avid shall be paid cel U S.Millers L'icensee's obligation to pay such fees shall hegin to'the Start Dale.In adtbt cent In ant-rhino sal forth herein.CoStar may(a)on each anniversary of lire last day d 00 Calendar month in which time Steil Date omimed.increase the License Fees by a percentage cravat to the percentage increase in the Consumer Pane Index for Ail()roan Consumers.Seasonally Adjusted,US City Average.An Ilems for the Nevous tr'erve months:and 1St at any lima for any Renewal Tura me-tease the Lieensn Fees or startle other lees for any prrPon et the Licensed Product or serve-4)anivided by Costar rro-adcrl,teal a Licenser.do Os nal agree In the in:r ease nr charge,then licensee may give CoS tar.vrilir,a notice ul termination within sixty (501 days cf CnS'ar's notice M such incrcesc nr charrye•in which rase Licensee s'-ari continue In pay pie license Feiss in place before the proposed increase or charge unlit the last day of the calendar leiaith al whish Lirca:rr_'s noire of termination is delivered.and tris Agreement shall terminate wilt"respect In such pnnea of the Licensed Prooucl on sixth date, All fees shall he tithed In advance in ac,^rc[arice w,h Ito baring cycle tdenliI,nd hermit and aro due noir!,/tern days All payrimis received after the airs date:vitt inour a late payment charge from such Arte dale until paid at a rale equal to the tosser of 1 n'.,per month or the maximum rate pemttted tinder applra3:o law.in all rases,the arrrun cl license Fees she',he path try Licensee to CoStrr:n i tt without any right of set-off or Oerit:ch r CnSrar may accept any payment without preprdreo to es cots In recover Iho•,balance dire or in pus:ro ary other ngil er remedy,No er-1orrntnent tv statement on any check,payment.letter accompanying any payment,or elsewhere well be',ronsfnted as an accord cr sill-far iorl TheLicense Fees do not rot:':do sale`,rise,ernipn or any other taxes or fees rm,,';or htnreafie,imposed by any governmental trilhnruy with respect to the Licensed Prrdtrds.At CoStars opt ere Lcensre shoo nay such taxes or fees d,rer.IH or ray m CoStar any stash tares or fees intmedtatety upon ar n¢irr by CoStar 5 Ten'matirn 0)Either carry may term nate any()onion of!his Agreement in Iho',event of II)any breach of a material!nun of this Agreement by Inc oilier party which Is rot rernoiie7 within thirty(3e)days atter him en noticO to IM hmaching party,or(21 Ih r«her party-c ma dog all assignment(or h.a heneIl or es crerklnrs.or the Nog by or against north parry or a petition under arty banknrptc-r or ensoteency law which s not time/lamed wnhm 30 days of stars drag(h)CoStar may terminate any patron of this Agreement fnmredalely :-:tout former eel:patron to licensee (I'upon CoSta'-s reasonable strspicnon of any violation by licensee of any pnovsnn rA 5cdron 1,2 3,5.12 o;13 hereunder,0r any materal pmvisirtn cel any ether ggrrianenf t'ctwc;th C1m parties:01121 upon five 151 days tnritten OOrce at any time in COStilrs solo discretion in what ca<n•CnSIAr shad refund any tears paid by Licensee In Vertu,Inc rermnated porenn of 1110 licensed PmduCt after the efferf'vn dare of such ternrinaenn and Lioensoe shall be released o,as obligation M pay Inn asstrrated Cozener:Ferns die after the dote of such trmninatnon (c)CoSlar may intnro,pt tint'nrONs.om of Sr,y'rnli n Of the Lrremser Proltirrt to L'rensen noon Costars reasatnable.S11sprGOn o1 env wider-on Iyw LiCeutCOil Of any provision of Semon I,2,3.5 12 re 13 hereunder Or any malonal prcwarnn of any c/he'agreement betwee,the pa•ies.and Lrrenser'shati continuo IIr s^ru-spnnsielo for all License Foes.pr3,^rind Inat leer'srn shall not ho responscte to icerwe fans for an rnterrup.od 00001,1 demo was lint an aUual:anlagen.CnSta'will restore .he p'ovtsrn nt Iho.1,reticent Prr,duct or')."r'a!:arraurri due hereunder aro Sail aril-f,in CoS'ars reasonah:e opinion,CnStar has recei"ed saris'aclory assurances as to Ms cessation of the'nrlabrm NI Upon'&en;na s breach rtt any term of this',3•eorront all t lrrrnso r e,^,s and all other fees payable,Ixercurri"•r;rare be-Once ummttoplety due and payable m,full,aril,n addrbn'i to Iho tori-:el,Co Stats remedies shall include'any damarres and iePO!ayai:ah!e at law nr rn enmly.11 CoSfa'wain;any!Mrd party In ordain arty remedy to vdvch it is rrrenrO under this!vrarmerv, CoStar 6hpfr,ho entd!Od tr,re;nver all r,Mir,.;rdud-cg attorney's frees and cn'iectinn -.re-:r corrin:ss•nn,.CoS;anncurs •�,y pal ortrS Lod lr•.isr6. 9.tots 04/07/2010 10:22 FAX 847 931 5610 CITY MANAGER'S OFFICE 0005/007 7 Post-Termination,At termination or rvrnienowai Cr this Agreement.t-rrenxe may on tenger use any;n,t en of the Licensed Product in any manner Within ten(101 days after the effective date of termination c'ncrrene.vat t-rrnsee wrt nermanenity delete nr destroy al elements of the Licensed Prodrrct under its coma,'and upon request tram CoStar,affirm the conlploien of ttt s process by execution and delivery to CoStar of an affidavit to that otic l reasonably satisfactory to CoStar In aridiknn CoStar may at as silo(repealer audit Licensee's compliance with this Iutnislen and the teens cf the',nommen'.provided,that a1h audit wi.t wxur under Licensee's ria son able aueervcien ant Ui,prsee shut'cooperate :n the conduct of the audit If Licensed Product Subplot to Section if.,amine the term ra this Agreement.Costar wyt comic updated I eformat on to Licensee which e,pdates may he prorrded through the infernos er in srgir other manner an determiner!by Costar Lreenrec is renpon`ib a ter pe ceding all hardware.sMhvare and enerpmnnt necessary to OWarn.art use am L.censed Perak:el in-Wing any Irfvimes or other modficaticvhs Merrill The t:ceased Pride:t currently rem Wet:a hV rolriws get NT,2errn fl XP based computer.a high-speed mternel connection or moiem with a baud rate re.toss than 56K and Internet Explorer ft a Lunnsnn is resj onsrble ler all charges necessary to a^cess the Licensed Product CoStar reserves the nght to modify any part of the Licensed Prrxtuci or the way the licensed Prrw,ecl is accessed at any Imo,so tarp as such mndtfirahors de rel srgnificanary degrade the depth ef !nfrxme:ion provided to Licensee hcreiimici 9 Irlonnat on Lirensee shalt use reasonable efforts to keep CoStar informed alcor commerc,at nn:revestment mace ava:nhte for lease malice sale and transaction information with resrelt to pmrerl:e5 that Licensee owns r mats.represents ce(roles each/caves LIcr-nsso.hereby gores to CrStar an rrrevacRida.aeriexr.tuehe license with respect to COStat`s anti es afftfafes'datehases to use meetly reproduce and sr hticense with respect to commercial real estate information eve:table on Licensee's web cite.CoStar aclinow':edgf-s that tt L hoose^pro-ll.'.es CeStar wit any tnfnemal'en or rnapes,then Licensee retains its ovt'etchip relies with mSCEcI to such information and;races.oven(Merano termination o'this Agreamrnt. to LIMITATION ION ON LIABILITY.(a)LICE.NS4F,ACKNOWLEDGES THAT.TO THE MAXIMUM Eal ENT PERMITTED BY LAW.COSTAR AND 115 AFFILIATES ANC THEIR RESPECTWE OFFICERS,DIRECTORS,EMPLOYEES AND THIRD PARTY SUPPL IERS ICOLLECTI'/ELY,THE'COSTAR PARTIES')'.SILL NOT BE HELD LIABLE FOR ANY LOSS.COST OR DAMAGE SUFFERED OR INCURRED BY LICENSEE OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO ANY FAULTS.INTERRUPTIONS OR DELAYS IN THE LICENSED PRODUCT,CUT OF ANY INACCURACIES.ERRORS CR OMISSIONS IN THE INFORMATION CONTAINED IN THE LICENSED PRODUCT. REGARDLESS OF HOW SUCH FAULTS,INTERRUPTIONS.DELAYS.INACCURACIES.ERRORS OR OMISSIONS ARISE,CR FOR ANY UNAUTHORIZED USE OF THE VCENSED PRODUCT.(h)THE COSTAR PARTIES'AGGREGATE.CUMULATIVE LIABILITY RELATING TO 11115 AGREEMENT AND LISe.OF THE LICENSED PRODUCT SHALL BE LIMITED TO LICENSEES ACTUAL- RECOVERABLE DIRECT DAMAGES.IE ANY.WHICH IN NO EVI NF SHALL EXCEEED THE TOTAL AMOUNT CF LICENSE FEES ACTUALLY PAID TO COSTAR UNDER"415 AGREEMENT DURING THE TWELVE MONTH PERIOD tt+IMEDIATELY PRECEDING Tf iE DATE SUCH CLAIM AROSE RECOVERY OF THIS AKICIJNT SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDY(c)UNDER NO CIRCUMSTANCES WILL ANY OF THE COSTAR PARTIES BE LIABLE FOR ANY INDIRECT.INCIDENTAL,PUNITIVE,EXEMPLARY.SPECddt"OR CONSEOUENTIAL DAMAGES,INCLUDING WITHOUT IJhrITATION LOST PROFITS, ARISING CUT OF.BASED ON.RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE OF THE LICENSED PRODUCT.EVEN IT COSTAR HAS BEEN ADVISED OF TILE POSSIBILITY OF SUCH DAMAGES.THE EXCLI/SION OF DAMAGES IN THIS SECTION 10ic)IS INDEPENDENT OF LICENSEE'S EXCLUSIVE REMEDY AND SURVIVES IN'DIE EVENT SUCH REMEDY FAIL S.Id)NO ACTION ARtSING CUT OF OR PERTAINING TO THIS AGREEMENT MAY BE BROUGHT BY LICENSEE MORE SHAH ONE(1)YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.(e)THE PROVISIONS OF THIS SECTION APPLY WITHOUT REGARD TO THF CAUSE OR FORM OF ACTION,WHETHER THE DAMAGES ARE GROUNDED IN CONTRACT.TORT OR ANY OTt IER CAUSE OF ACTION. 11 NO WARRANTIES.ALTHOUGH COSTAR MAKES EFFORTS TO PROVIDE AN ACCURATE PRODUCT,THE LICENSED PRODUCT AND ALL PARTS THEREOF ARE PROVIDED'AS IS',WITH ALL FAULTS' AND'AS AVAILABLE".THE COSTAR PARTIES MAKE NO WARRANTIES THE COSTAR PARTIES DISCLAIM ANY AND ALL REPRESENTATIONS.WARRANTIES S CR GUARANTEES OF ANY KIND,WHETHER EXPRESS.IMaLtED OR STATUTORY.INCLUDING WITHOUT LIMITATION(I) MERCHANTABILITY.FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PART ICULAtt PURPOSE,WORKMANLIKE EFFORT,QUIET ENJOYMENT AND NO ENCUMBRANCES OR LIENS,(2)THE QUALITY-ACCURACY,TiMEL1NESS OR COMPLE 1'ENESS OF THE LICENSED PRODUCT.(31 THOSE ARISING THROUGH COURSE OF DEALING,COURSE OF PERFORMANCE OR USAGE OF TRADE,14)THE LICENSED PRODUCT CONFORMING TO ANY FUNCTION DEMONSTRATION OR PROMISE BY ANY COSTAR PARTY,AND(SI THAT ACCESS TO OR USE OF THE LICENSED PRODUCT WILL BE UNINTERRUPTED,ERROR-FREE CR COMPLETELY SECURE 12 Asseprmenl The patios'obkgaI onn hereunder are binding on their suc(iessevs,legal reeresen:ayes are assiene,Letenseg may rot ossium or transfer(try operation of law or oteerwise)ens Agreement nor the license mantel hereonxfer-in whole or in part without the prior wren consent of CoStar" 13.Passer;des.Key Tokens.(a)License?-mit designate a person authorized to determine and change the feral of each Authorized User's co ass to the Lrrensed Product and desrpnated In ensure that Licensee compneat wile this Agreement.No Authorized User may access Gre Lirensrd Product using any Pass o'te other than tern Pesseoies assignee to Anel)autu morel User,No Aulltnnzed User may share his assignee Passwtrles will any enter Paseo rot allow any other person to use or have access to his Pesecodes During the leer of this Agreement,Ltaensen will ormntty notify CoStar of any Auihonee d Users change of employment or contractor status with Licensee,including termination et an Authorized (Jse's empdoymcnt or contractual service with Licensee.awl upon such terminattnn Lrxnseo shall destroy the Passcodns fee such Authorized User No Authorized User who ceases to he en employee or Independent Contester of Licensee,may use any Passcedris In any manner.lb)Each Atdheezed Users access to the Licensed Product may he limned to a designated computer.weeded,that an Authorized User may email CoStar Customer Support at sucprnanacnsiar r-om to receive an e4uirnnie apparatus(a'Key Token')desrgeed to enab:a such Authorized User to access tee Licensed Prorlitel from mirllrptn computers for S14ee per Kcy Token(before tan).All Key Tokens licensed by Licensee shall constitute pail of the Licensed Product if a Key Token has been lost Stolen or damaged.upon Licenser a email request to CoStar Customer Service for a replacement Key Token,Costar elite!, dottier Licensee a replacement Key Token and Licensee shall pay CoStar S149(before tax)ler each such reptacement!(cy Token,provided that CoStar will replacer a Key Token of it malfunctions through normal usage(due le ro fault of the Licensee)free of charge dining the India;Term 14.Notices All no,rcee given heretnrtOr will be in writing,delivered personally or mailed by renisterrre or cn,frCd mail,return receipt repnesfea.or deliverer)by a weliieceenried overnight U S.or intnmatro-Al carrier.if satin notice is being delivered to Licensee,moral nonce shad be delivered to Licensee's adrrees specified on the Subscription Form or In such Other address as Lir.ensee may sorrily,anti d being delivered to CoStar,delivered to the address set firth on the Subsnnption Form,Abortion Director of Sales Administration.or to such other address as CoStar may specter.All notices w:er be deemed given if deevaree personalty on the nay of delivery.d mailed Sr',registered or cerithed mail,three days after the date of matting.U delve en by overnight Lt-S,mad,rare day agar mating,and A detrreren by overnight international mad,tot days after mads 3.Licensee agrees that CeStar may eveirdn notices nn Invoices sent to lanere r-e by regular rad 15 For:n Majeure.Nora:re the CoStar f arees shoe have any liability for Any Menages reediting frim any(More to perform any obb gntrm heie4 oder or from any delay'n the performance thereof due,to causes f eyc•-i CoStars control,ncludinq irdestrial disputes.acts of God or government,pubic enemy war,rim other casualty,failure of any Fick or connect-on wl,athef by computer or Otherwise.nr failure of technology or tet rnm'nunications nr other method or modern of stcinng or transmitting the Licensed Product 111 User Information.Licensee acknr rvlecloos that if it creates any settings,surveys reeds or functions m the Licensed Product or lepras adds or exports any data into or from the I.i-rnsed Product(collectively.lto'User Data').none of the Creator Parties shalt have any dahilrty or rc sponsibdity(many of such item'Data including the foss.destruction er use by third patties Li such User Dale.Docrmerys posted by Licensee to the client extranft rorponr;nt of Licensee's rfrr.iignated C,nStar Connect web site shall constitute Licensee Content (as defined in the CoStar Canned agreement,and User Data Lcenri a ackn wtedees Ihet Itis Lier:nsee s rrspens:MNOy In make,brick-up conies of such User Data For each Lconeed site,Licensee is allotted an aggregate ar-o'rot of 100 megabytes of storage spar.'in any COS(ar Properly Professional Licensed Product per Authorized User lrxatecd at that rile 17 Choice of Law,Jurisdiction International Arbitration.This Agreement shall be mast road tinder tiro Laws of the State of Maryland of the 11.5.without regard to choice of law purr pee_The federal and state courts lei:pied in the Slate of Maryland sha'i her tee exclusive IunsefiCtrlrn for any action brought against CeStar In connection with this Agreement cu use of the Licensed Product Licensee ireu^raEy rorrsenis to the jurisdiction of'he cental and slate mires Termed in tee State of Marylars 1,or n any Slate where hoer-rice's Authorized liners am located,for any action trough(against Licensee in connection wrlh Ctrs Arpnente^t or use or the Licensed Product.All disputes arising outside of the U S she I he netted by arbitration held in London.Enriand and in arradarce mei the Rekis of Arblrat:n and Conc,katcn of the Intpmatinnat Chamber of Commerce All arbitrators snarl be fir'nt in English and ad documents srrbmdted in connection with the arbitration s1•atl be in English Jw-gmcnt upon an arbiinbon award may en entered in arty court having j:risdittion or appsrahon may he made to such Loud for a nidicial acceptance of the:sward and an order of cnfcxcemcni 10 Rt scetlaneous.This Agreement contains the entire;:nderslandinr of the canes with resoad to the Licensed Product and supersedes airy poor oral or rattlers statements and documents wrath rosp5ct to such subject matter,prs'ryaled,that this Agreement dors^ t supersede any ote-r wetter)',cense agreement between the parties ueless expressly provided herein Licensee acmes to keep Thit terms of this Agreement strictly contdent:at T his Agre:trent mer•mm be amended,modified or sieve-screed.no,may any of es tomes or ccrdkions he wa(ried.:miss expressfy agreed to n1'(itirxl by all Parties If any prerais#lrt of the Aereemrr-I 1tOt being of a ferldame ma'na:rte is hckt to re;ova Fd,Mega!or inlenfnrr-eable.the validity,lettairy and e-rfnrceabdrly of the remainder of Me Agreement will not be affected.if a niovis on is!mkt to be invalid,;Cepa:or othor wu?ureeforceabte,it shall be deemed to he replaced with an enforceable plrnfsiolt(h'tt retains the Intent and benefits of the cumnat provision Licensee arknowledges:hat In the even!cf a le earth of any of these terms by Licensee CoSter may reefer irreparable'arnr and:Mal be erttled to mlunclien rch^f(wdhcut lite rnresity of nesting e tc+:d)as well as all other rsnnlary remedies available at tas• or in equ' ' Tt ni-ure of any party at an;,byre to require MP peda-macre of any provision her era wet,n no manner affect the right el stab party ata tater time to enforce the same. +'radipf5s a J r ermrhro only.Thr,rerais os:if Sections 2(1,1,2:e).3.R.fee,7 erid 10'hrc.,ryh 1 hereof will survive nonrenewal o•terns nation of at's Agreement i ' a3 � - test Revse ^,,,,2{a'c F. i r� µ CoStar® Terms and Conditions 8 ril,L I'C 1.License.(a)This Agreement between CoStar and Licensee concerns one or more electronic databases developed and maintained by CoStar each consisting of(1)a proprietary database (the "Database") of commercial real estate information, including but not limited to, the information, text, photographic and other images and data contained tnerein (cotiectively,the"Information')and the proprietary organization and structures for categorizing,sorting and displaying such Information,and(2)related software(the"Software') Those ponions of the Software and Database that are licensed hereunder,including any updates or modifications provided thereto,and any information derived from the use of the Database, including as a result of the verification of any portion of the Information by Licensee,are collectively referred to herein as the'Licensed Product.'(b)During the term of this Agreement, CoStar hereby grants to Licensee a nonexclusive,nontransferable license to use only those portions of the Licensed Product that are expressly identified on the Schedule of Services on the Subscription Form,subject to and in accordance with the terms and conditions of this Agreement.(c)The Licensed Product may be used by no more than the number of users set forth on the Subscription Form and,except as set forth below,only at the site(s)specifically identified herein.All of such users (the"Authorized Users') must be individuals (1) employed by Licensee or an Independent Contractor of Licensee at a site identified on the Subscription Form and(2)included on CoStar's list of Authorized Sites&Users for the Licensed Product. Licensee understands that each brokerage, research,appraiser,sales or other similar personnel at each licensed site must be an Authorized User and agrees to notify CoStar if the number of such individuals at a site exceeds the number of Authorized Users set forth in this Agreement.An"Independent Contractor'is defined as an individual person working solely for Licensee and not for another company with real estate information needs and performing substantially the same services for Licensee as an employee of Licensee (d)licensee will ensure that access to and use of the Licensed Product,and the user names,passwords and any Key Tokens(collectively,the"Passcodes")used to access the Licensed Product are available only to Authorized Users,and will not allow anyone other than an Authorized User access to the Licensed Product or Passcodes for any reason. 2.Use (a)Subject to the prohibitions set forth below,during the term of this Agreement,Licensee may use the Licensed Product for the following purposes in the ordinary course of its business: (1) Licensee's internal research purposes;(2) providing information regarding particular properties and market trends to its dients and prospective clients;(3) to market properties;(4)supporting its valuation,appraisal or counseling regarding a specific property;and(5)creating periodic general market research reports for in-house use or for clients'or prospective clients'use, provided that such reports do not contain building-specific or tenant-specific Information and are not commercially or generally distributed. Subject to the provisions set forth below, Licensee may print Information or copy Information into word processing, spreadsheet and presentation programs(or other software programs with the express written consent of CoStar),so long as the level of Information being printed or copied is reasonably tailored for Licensee's purposes,insubstantial and used in compliance with this Section.(b)Except as set forth in Section 2(a),Licensee shall not distribute,disclose,copy,reproduce,display,publish,transmit,assign,sublicense,transfer,provide access to, use or sell,directly or indirectly(including in electronic form),any portion of the Licensed Product,or modify or create derivative works of the Licensed Product.(c)Notwithstanding any other provision herein, Licensee shall not:(1)upload,post or otherwise transmit any portion of the Licensed Product on,or provide access to any portion of the Licensed Product through,the Internet, any bulletin board system, any electronic network, any listing service or any other data sharing arrangement not restricted exclusively to Licensee and the Authorized Users,except that(i)Licensee may a-mail a report containing Information that complies with this Section 2 to a limited number of its clients and prospective clients,(ii) Licensee may display solely on its own web site photographs from the Licensed Product that depict properties that Licensee owns,controls,represents or molds exclusives,provided that under no circumstances shall such photographs be posted on any website that may compete with the Licensed Product,and (iii) if Licensee is a subscriber in good standing to CoStar Property Professional®and CoStar Connect®,Licensee may post insubstantial portions of the Information from CoStar Property to the client extranet component on Licensee's designated CoStar Connect web site for accessing by dients or prospective clients of Licensee in compliance with this Section 2;(2)use any portion of the Licensed Product to create, directly or indirectly,any database or product;(3)access or use the Licensed Product if you are a direct or indirect competitor of CoStar or provide any portion of the Licensed Product to any direct or indirect competitor of CoStar;(4)store,copy or export any portion of the Licensed Product into any database or other software program,except as set forth in Section 2(a);(5)modify,merge,disassemble or reverse engineer any portion of the Licensed Product;(6)use,reproduce, publish or compile any Information for the purpose of selling or licensing such information or making such information publicly available;(7)use or distribute Information that has been verified or confirmed by Licensee for the purpose of developing or contributing to the development of any database,product or service;or(8)use any portion of the Licensed Product in a manner that would violate any U.S.,international,state or local law,regulation,rule or ordinance,including real estate practice,spam and privacy laws. 3.Ownership.Licensee acknowledges that CoStar and its licensors have and shall retain exclusive ownership of all proprietary rights to the Licensed Product,including all U.S.and international intellectual property and other rights such as patents,trademarks,copyrights and trade secrets.This is a license agreement and not an agreement for sale.Licensee shall have no nght or interest in any portion of the Licensed Product except the right to use the Licensed Product as set forth herein.Licensee acknowledges that the Software,Database, Information and Licensed Product constitute the valuable property and confidential copyrighted information of CoStar and its licensors (collectively, the'Proprietary Information'), Licensee agrees to(a)comply with all copyright,trademark,trade secret,patent,contract and other laws necessary to protect all rights in the Proprietary Information,(b)not challenge CoStar's and its ken sore ownership of(or the validity or enforceability of their rights in and to)the Proprietary Information,and(c)not remove,conceal,obliterate or circumvent any copyright or other notice or license,use or copying technological measure included in the Licensed Product.Licensee shall be liable for any violation of the provisions of this Agreement by any Authorized User and by Licensee's employees,Independent Contractors,affiliates and agents and for any unauthorized use of the Licensed Product by such persons.Without CoStar's consent,Licensee may not use or reproduce any trademark,service mark or trade name of CoStar. 4.Term.The term of this Agreement shall begin on the date of signature by CoStar,shall continue for the initial term specified on the Subscription Form(the`Initial Term"),and shall expire at the end of such Initial Term on the last day of the calendar month in which the Start Date occurred,unless earlier terminated pursuant to the terms hereof.This Agreement shall continue thereafter for successive periods of one(1)year(each such successive period being a"Renewal Term')commencing on the last day of the Initial Term or any Renewal Term,unless sixty (60)days prior to the last day of the Initial Term or any Renewal Term,either party has provided the other written notice of an intent not to renew.The'Start Date"shall be the dale of dissemination by CoStar of a Passcode for such Licensed Product to Licensee;provided,that for existing customers with Passcodes,the"Start Date"shall be the date of signature of this Agreement by CoStar. 5.License Fees.Licensee agrees to pay the License Fees and all other fees set forth in this Agreement,which are priced in U.S.dollars and shall be pad in U S.dollars.Licensee's obligation to pay such fees shall begin on the Start Date.In addition to anything set forth herein,CoStar may:(a)on each anniversary of the last day of the calendar month in which the Start Date oc ured,increase the License Fees by a percentage equal to the percentage increase in the Consumer Price Index for All Urban Consumers,Seasonally Adjusted,US City Average,All Items for the previous twelve months;and(b)at any time for any Renewal Term increase the License Fees or charge other fees for any portion of the Licensed Product or service provided by CoStar,provided,that if Licensee does not agree to the increase or charge,then Licensee may give CoStar written notice of termination within sixty(60)days of CoStars notice of such increase or charge,in which case Licensee shall continue to pay the License Fees in place before the proposed increase or charge unto the last day of the calendar month in which Licensee's notice of termination is delivered,and this Agreement shall terminate with respect to such portion of the Licensed Product on such date.All fees shall be tiled in advance in accordance with the billing cycle identified herein and are due net fifteen days.All payments received after the due date wit incur a late payment charge from such due date until paid at a rate equal to the lesser of 1.5%per month or the maximum rate permitted under applicable law.In all cases,the amount of License Fees shall be paid by Licensee to CoStar in full without any right of set-off or deduction.CoStar may accept any payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy.No endorsement or statement on any check,payment,letter accompanying any payment,or elsewhere wil be construed as an accord or satisfaction.The License Fees do not indude sales,use,excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Licensed Products.At CoStars option,Licensee shall pay such taxes or fees directly or pay to CoStar any such taxes or fees immediately upon invoicmng by CoStar. 6.Termination.(a)Either party may terminate any portion of this Agreement in the event of:(1)any breach of a material term of this Agreement by the other party which is not remedied within thirty(30)days after written notice to the breaching party;or(2)the other party's making an assignment for the benefit of ifs creditors,or the filing by or against such party of a petition under any bankruptcy or insolvency law,which is not discharged within 30 days of such filing.(b)CoStar may terminate any portion of this Agreement immediately without further obligation to Licensee:(1)upon CoStar's reasonable suspicion of any violation by Licensee of any provision of Section 1,2,3,5,12 or 13 hereunder,or any material provision of any other agreement between the parties,or(2)upon five(5)days written notice al any time in CoStar's sole discretion in which case CoStar shall refund any fees paid by Licensee to license the terminated portion of the Licensed Product after the effective date of such termination,and Licensee shall be released of its obligation to pay the associated License Fees due after the date of such termination,(c)CoStar may interrupt the provision of any portion of the Licensed Product to Licensee upon CoStar's reasonable suspicion of any violation by Licensee of any provision of Section 1,2.3,5.12 or 13 hereunder.or any material provision of any other agreement between the parties,and Licensee shall continue to he responsible for all License Fees,provided that Licensee shall not be responsible for license fees for an interrupted period if there vies not an actual violation..CoStar wilt restore the provision of the Licensed Product only if all amounts due hereunder are paic anc if,in CoStar's reasonable opinion.CoStar has received satisfactory assurances as to the cessation of the violation.(d)Upon Licensees breach of any term of this Agreement,all License Fees and at other fees payable hereunder shall become immediately due and payable in full,and in addition to the foregoing,CoStar's remedies shall include any damages and relief available at law or in equity,If CoStar retains any third parry to obtain any remedy to which it is entitled under this Agreement.CoStar shall be entitled to recover all costs, ,n o g:attorney's fees and collection agency commissions,CoStar incurs in:baa,Here Las;Re'+sec .bra 6,2005 7.Post-Termination.Al termination or nonrenewal of This Agreement,Licensee may no longer use any portion of the Licensed Product in any manner.Within ten(10)days after the effective date of termination or nonrenewal,Licensee will permanently delete or destroy all elements of the Licensed Product under its control and upon request from CoStar,affirm the completion of this process by execution and delivery to CoStar of an affidavit to that effect reasonably satisfactory to CoStar.In addition,CoStar may at its sole expense audit Licensee's compliance with this provision and the terms of the Agreement,provided,that such audit will occur under Licensee's reasonable supervision and Licensee shall cooperate in the conduct of the audit, 8.Licensed Product.Subject to Section 15,during the term of this Agreement,CoStar wit provide updated Information to Licensee,which updates may be provided through the Internet or in such other manner as determined by CoStar.Licensee is responsible for providing all hardware,software and equipment necessary to obtain and use the Licensed Product,including any updates or other modifications thereto.The Licensed Product currently requires a Windows 98,NT,2000 or XP based computer,a high-speed intemet connection or modem with a baud rate not less Than 561,and Internet Explorer 6.0.Licensee is responsible for all charges necessary to access the Licensed Product.CoStar reserves the right to modify any part of the Licensed Product or the way the Licensed Product is accessed at any time,so long as such modifications do not significantly degrade the depth of Information provided to Licensee hereunder. 9.Information,Licensee shall use reasonable efforts to keep CoStar informed about commercial and investment space available for lease and/or sale and transaction information with respect to properties that Licensee owns,controls,represents or holds exclusives.Licensee hereby grants to CoStar an irrevocable,non-exclusive license with respect to CoStar's and its affiliates'databases to use, modify,reproduce and sublicense with respect to commercial real estate information available on Licensee's web site.CoStar acknowledges that If Licensee provides CoStar with any information or images,then Licensee retains its ownership rights with respect to such information and images,even following termination of this Agreement. 10.LIMfTATION ON LIABILITY.(a)LICENSEE ACKNOWLEDGES THAT,TO THE MAXIMUM EXTENT PERMITTED BY LAW,COSTAR AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS,DIRECTORS, EMPLOYEES AND THIRD PARTY SUPPLIERS(COLLECTIVELY,THE "COSTAR PARTIES")WILL NOT BE HELD LIABLE FOR ANY LOSS,COST OR DAMAGE SUFFERED OR INCURRED BY LICENSEE OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO ANY FAULTS,INTERRUPTIONS OR DELAYS IN THE LICENSED PRODUCT,OUT OF ANY INACCURACIES,ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE LICENSED PRODUCT,REGARDLESS OF HOW SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES,ERRORS OR OMISSIONS ARISE,OR FOR ANY UNAUTHORIZED USE OF THE LICENSED PRODUCT.(b)THE COSTAR PARTIES' AGGREGATE,CUMULATIVE LIABILITY RELATING TO THIS AGREEMENT AND USE OF THE LICENSED PRODUCT SHALL BE LIMITED TO LICENSEE'S ACTUAL,RECOVERABLE DIRECT DAMAGES,IF ANY, WHICH IN NO EVENT SHALL EXCEEED THE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID TO COSTAR UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE. RECOVERY OF THIS AMOUNT SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDY. (c) UNDER NO CIRCUMSTANCES WILL ANY OF THE COSTAR PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES,INCLUDING WITHOUT LIMITATION LOST PROFITS,ARISING OUT OF,BASED ON,RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE OF THE LICENSED PRODUCT,EVEN IF COSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.THE EXCLUSION OF DAMAGES IN THIS SECTION 10(c)IS INDEPENDENT OF LICENSEE'S EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS.(d)NO ACTION ARISING OUT OF OR PERTAINING TO THIS AGREEMENT MAY BE BROUGHT BY LICENSEE MORE THAN ONE(1)YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.(e)THE PROVISIONS OF THIS SECTION APPLY WITHOUT REGARD TO THE CAUSE OR FORM OF ACTION,WHETHER THE DAMAGES ARE GROUNDED IN CONTRACT,TORT OR ANY OTHER CAUSE OF ACTION. 11.NO WARRANTIES.ALTHOUGH COSTAR MAKES EFFORTS TO PROVIDE AN ACCURATE PRODUCT,THE LICENSED PRODUCT AND ALL PARTS THEREOF ARE PROVIDED 'AS IS','WITH ALL FAULTS',AND'AS AVAILABLE'.THE COSTAR PARTIES MAKE NO WARRANTIES.THE COSTAR PARTIES DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND,WHETHER EXPRESS,IMPLIED OR STATUTORY,INCLUDING WITHOUT LIMITATION(1)MERCHANTABILITY,FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE,WORKMANLIKE EFFORT,QUIET ENJOYMENT AND NO ENCUMBRANCES OR LIENS,(2)THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE LICENSED PRODUCT, (3)THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE,(4)THE LICENSED PRODUCT CONFORMING TO ANY FUNCTION,DEMONSTRATION OR PROMISE BY ANY COSTAR PARTY,AND(5)THAT ACCESS TO OR USE OF THE LICENSED PRODUCT WILL BE UNINTERRUPTED,ERROR-FREE OR COMPLETELY SECURE. 12.Assignment.The parties'obligations hereunder are binding on their successors,legal representatives and assigns. Licensee may not assign or transfer(by operation of law or otherwise)this Agreement nor the license granted hereunder,in whole or in part,without the prior written consent of CoStar. 13.Passcodes:Key Tokens.(a)Licensee will designate a person authorized to determine and change the level of each Authorized User's access to the Licensed Product and designated to ensure that Licensee complies with this Agreement.No Authorized User may access the Licensed Product using any Passccde other than the Passcodes assigned io such Authorized User.No Authorized User may share his assigned Passcodes with any other person nor allow any other person to use or have access to his Passcodes.During the terra of this Agreement,Licensee will promptly notify CoStar of any Authorized User's change of employment or contractor status with Licensee,induding termination of an Authorized Users employment or contractual service with Licensee,and upon such termination Licensee shall destroy the Passcodes for such Authorized User.No Authorized User who ceases to be an employee or Independent Contractor of Licensee may use any Passcodes in any manner.(b)Each Authorized Users access to the Licensed Product may be limited to a designated computer;provided,that an Authorized User may email CoStar Customer Support at suppdxt@cestar.corn to receive an electronic apparatus(a"Key Token")designed to enable such Authorized User to access the Licensed Product from multiple computers for$149 per Key Token(before tax).All Key Tokens licensed by Licensee shall constitute part of the Licensed Product.If a Key Token has been lost,stolen or damaged,upon Licensee's email request to CoStar Customer Service for a replacement Key Token,CoStar shall deliver Licensee a replacement Key Token and Licensee shall pay CoStar$149(before lax)for each such replacement Key Token;provided,that CoStar wit replace a Key Token if it malfunctions through normal usage(due to no fault of the Licensee)free of charge during the Initial Term. 14.Notices.All notices given hereunder will be in writing,delivered personally or mailed by registered or certified mail,return receipt requested,or delivered by a well-recognized overnight U.S.or international carrier,If such notice is being delivered to Licensee,such notice shall be delivered to Licensee's address specified on the Subscription Form or to such other address as Licensee may specify,and if being delivered to CoStar,delivered to the address set forth on the Subscription Form,Attention:Director of Sales Administration,or to such other address as CoStar may specify.All notices will be deemed given if delivered personally,on the day of delivery,if mailed by registered or certified mail,three days after the date of mailing,if delivered by overnight U.S.mail,one day after mailing,and if delivered by overnight international mail,four days after mailing.Licensee agrees that CoStar may include notices on invoices sent to Licensee by regular mail. 15. Force Majeure. None of the CoStar Parties shall have any liability for any damages resulting from any failure to perform any obligation hereunder or from any delay in the performance thereof due to causes beyond CoStar's control,including industrial disputes,acts of God or government, public enemy,war, fire,other casually,failure of any link or connection whether by computer or otherwise,or failure of technology or telecommunications or other method or medium of storing or transmitting the Licensed Product. 16.User Information.Licensee acknowledges that if it creates any settings,surveys,fields or functions in the Licensed Product or inputs,adds or exports any data into or from the Licensed Product(collectively,the'User Data"),none of the CoStar Parties shall have any liability or responsibility for any of such User Data,including the loss,destruction or use by third parties of such User Data.Documents posted by Licensee to the client exlranet component of Licensee's designated CoStar Connect web site shall constitute Licensee Content (as defined in the CoStar Connect agreement)and User Data.Licensee acknowledges that it is Licensee's responsibility to make back-up copies of such User Data.For each licensed site,Licensee is allotted an aggregate amount of 100 megabytes of storage space in any CoStar Property Professional Licensed Product per Authorized User located at that site. 17.Choice of Law;Jurisdiction;International Arbitration.This Agreement shall be construed under the laws of the Stale of Maryland of the U.S.without regard to choice of law principles.The federal and state courts located in the State of Maryland shall be the exclusive jurisdiction for any action brought against CoStar in connection with this Agreement or use of the Licensed Product. Licensee irrevocably consents to the jurisdiction of the federal and state courts located in the Stale of Maryland,or in any State where Licensee's Authorized Users are located,for any action brought against Licensee in connection with this Agreement or use of the Licensed Product.All disputes arising outside of the U.S.shall be settled by arbitration held in London, England and in accordance with the Rules of Arbitration and Conciliation of the International Chamber of Commerce.All arbitrators shall be fluent in English and all documents submitted in connection with the arbitration shall be in English.Judgment upon an arbitration award may be entered in any court having jurisdiction,or application may be made to such court for a judicial acceptance of the award and an order of enforcement. 18.Miscellaneous.This Agreement contains the entire understanding of the parties with respect to the Licensed Product and supersedes any prior oral or written statements and documents with respect to such subject matter;provided,that this Agreement does not supersede any other written license agreement between the parties unless expressly provided herein.Licensee agrees to keep the terms of this Agreement strictly confidential.This Agreement may not be amended,modified or superseded,nor may any of its terms or conditions be waived,unless expressly agreed to in writing by all parties.If any provision of this Agreement not being of a fundamental nature is held to be invalid,illegal or unenforceable,the validity,legality and enforceability of the remainder of the Agreement will not be affected.If a provision is held to be invalid,illegal or otherwise unenforceable,it shall be deemed to be replaced with an enforceable provision that retains the intent and benefits of the original provision.Licensee acknowledges that in the event of a breach of any of these terms by Licensee,CoStar may suffer irreparable harm and shall be entitled to injunctive relief(without the necessity of posting a bond)as well as all other monetary remedies available at law or in equity.The failure of any party at any time to require full performance of any provision hereof will in no manner affect the right of such party at a later time to enforce the same. Headings are for reference only.The provisions of Sections 2(b),2(c),3,5,6(d),7,and 10 through 18 hereof wit survive nonrenewal or termination of this Agreement. Initial Here: Lea Revised.June 6,200 04/07/2010 10:23 FAX 847 931 5610 CITY MANAGER'S OFFICE a 006/007 I COSTAR of Eign !) xcr ViROU:It !i,15:32 Tyr Mddr,71 Rua{ Estate Information Addendum to License Agreement This Addendum is made as of the dale hereof by and between CnStar Realty informattn. Inc a Delaware Corporation ("CoStar- or "Licenso() and the City ciElgin ci.T.ensee. ) on othei hand. and is executed pursuant to and made a part of the License Agreement signed by Licensee on February 2010. for the provision of Licensor's CoStar commercial real estate ser./ice(s) (the "License Agreement"). Any capitalized term used in this Addendum and ror otherwise defined shall have the meaning set fo-th in the License Agreement NOW THE.1-:ILI-ORE. Licensor and Licensee agree that the License 'Agreement shall be .amended as follows. 1 CoSiar acknowledge:, and represents that John Stanfill CcStar's Senior Vice Pres;den! of Sates is an authorized officer capable of executing this Agreement cn CoStar's behalf 2. Section 2 is amended by adding the following language re the end of such section "Licensee is specifically authorized to use the Licensed Product for the purposes of economic development, provided that such use of the Licensed Product is limited to the Authorized Users designated pursuant to this Agreement." 3 Secion 6 is amended by striking the last sentence thereof. Section -10 is amended by striking Sections 10(c; and 10(cil in their entirety and replacing them with the following: '(c) UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT; INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, ARISING OUT OF, BASED ON. RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE OF THE LICENSED PRODUCT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, PROVIDED FURTHER HOWEVER, THAT SUCH LIMITATION SHALL NOT APPLY TO LICENSEE'S BREACH OF SECTIONS 1. 2, 3. 12 OR 13 OF THE LICENSE AGREEMENT. THE EXCLUSION OF DAMAGES IN THIS SECTION 10(c) IS INDEPENDENT OF LICENSEE'S EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS. (d) NO ACTIONARISING OUT OF OR PERTAINING TO THIS AGREEMENT MAY BE BROUGH BY EITHER PARTY HERETO MORE THAN ONE (1) YEAR AFTER THE,TERMINATION OF THIS AGREEMENT" Pxy, (•f 2 04/07/2010 10:24 FAX 847 931 5610 CITY MANAGER'S OFFICE 0 007/007 5c2:;'IC):1 :7 shait tiC? Jelt:tecl tel it:: entireiy Fif'!,t ff?ill:?;;'tJ by t!li? oIK'owinq iaa!',1Uo9E "17. i:hoit e of Law: Jurisdiction. This Agreement shall he r.ont,trueed wider the laws of the State of Maryland without regard to choicer of law priocip!e . Venue for the enforcement of any rights and the resolution of any disputes arising out of or in connection with Agreement •shall be in the slate or federal courts in whose iuriscliction Kane County, Illinois. lies." 6 t 'C ! v.-r 2'e rig`: r pt r. . ex r� s' provided l.- 1 or i iC.E:i. ^r and ... `'"1 d'1 -i}:.2i. except .-..;] .5:,Y � .v:F. � �1E; tr't!f, t)I l4flH tet?aiil in `l'il corm: and ofle%,t IN WNE,;,> WHEREOF 'he parties Hereto :lave e XE:cttra Ai l=:,1un1 on tl. day and year set forik below and C?:i each hereby t a-ran`. ano 'cpreso'..l ttl;'. their respective sl:t!.1atories whose siceatolles appear below have been :n"l arc e'l the date vereof duly o.!tlive/ad:i by all rheccss,ityrpp:op,i ':o_ a:ti!}rl Ic CoStar Really lniormatio 1. Inc.: Lice s,e: " {(4) 1•\?Liti ("fV f uktt. kAct,Als+- 4-1 John Stanfill Wed Apr 07 17:56:09 2010 e.. .. ._ i;f 2