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Nearmap US, Inc.
<br />REV: 01-24-2022 SK
<br />10. The following sentence is added to the end of Section 9.8 of the Agreement:
<br />“Further, Nearmap agrees to indemnify, defend and hold harmless Licensee and its councilmembers, officers, employees, agents, contractors, and
<br />subcontractors, from and against any and all direct claims, damages, losses, liabilities, expenses and costs (including reasonable attorney’s fees
<br />and costs) arising from or out of Nearmap’s actual breach of any provisions of this Agreement.”
<br />11. The following is added as a new subsection (d) under Section 10.2 of the Agreement:
<br />“(d) provided that Nearmap shall provide the Licensee with reasonable notice of any aspect of the settlement or negotiations that has a material
<br />impact on the Licensee; and
<br />(e) the Licensee shall have the reasonable ability to participate in the Infringement Claim process to the extent that the Infringement Claim has a
<br />material impact on the Licensee’s interests, provided that Nearmap retains control over the handling of the Infringement Claim process. For
<br />purposes of subsections (d) and (e), Licensee’s inability to access or use the Products shall not be considered a “material impact.”
<br />12. In Section 10.4 of the Agreement, the words “and except for the obligations of Nearmap under Section 9.8 of the Agreement” are added
<br />after “To the maximum extent permitted by law,”.
<br />13. The last sentence of section 11.3 of the Agreement is deleted in its entirety and replaced with the following:
<br />“Nearmap will have no liability whatsoever with respect to any personal information held only by a third party in connection with the supply of
<br />Products.”
<br />14. The clause “Subject to Section 17.2, [t]his” is added at the beginning of the first sentence of section 17.3.
<br />15. Payment. The total not to exceed amount payable by Licensee to Nearmap during the Term shall not exceed US$56,200. Any fee
<br />increases will require a written amendment executed by both parties.
<br />16. Section 17.13 of the Agreement is deleted in its entirety and replaced with the following:
<br />“17.13 Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of California, without resort to
<br />its conflict of law provisions. Venue for any shall be in San Mateo County, or in the Northern District of California for any federal litigation.”
<br />17. The following is added as sections 17.14 of the Agreement:
<br />“17.14 Insurance Nearmap will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for
<br />injuries to persons or damage to property which may arise out of or in connection with performance of the Services by Nearmap or Nearmap’s
<br />agents, representatives, employees or subcontractors. The insurance carrier is required to maintain an A.M. Best rating of not less than “A-:VII”.
<br />(a) Coverages and Limits. Nearmap, at its sole expense, will maintain the types of coverages and minimum limits indicated below, unless
<br />otherwise approved by City in writing. These minimum amounts of coverage will not constitute any limitations or cap on Nearmap’s indemnification
<br />obligations under this Agreement.
<br />(b) Commercial General Liability Insurance. Nearmap will maintain occurrence based coverage with limits not less than $2,000,000 per
<br />occurrence. If the submitted policies contain aggregate limits, such limits will apply separately to the Services, project, or location that is the subject
<br />of this Agreement or the aggregate will be twice the required per occurrence limit. The Commercial General Liability insurance policy will be
<br />endorsed to name the City, its officers, agents, employees and volunteers as additional insureds, and to state that the insurance will be primary
<br />and not contribute with any insurance or self-insurance maintained by the City.
<br />(c) Workers' Compensation Insurance. Nearmap will maintain coverage as required by applicable state law. The Workers’ Compensation
<br />policy will contain an endorsement stating that the insurer waives any right to subrogation against the City, its officers, agents, employees and
<br />volunteers.
<br />(d) Employer's Liability Insurance. Nearmap will maintain coverage with limits not less than $1,000,000 per each accident for bodily injury or
<br />disease.
<br />(e) Information Technology Liability. Nearmap must carry Information Technology Liability with limits not less than $1,000,000 per claim.
<br />Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Nearmap in this agreement. The policy shall
<br />provide that the City and its officers, officials, employees, and agents shall be additional insureds, and the policy shall be primary and non-
<br />contributory.
<br />18. Under Section 18, the following definitions are deleted in their entirety and replaced with the following:
<br />“Allowance means the permitted use of data specified in the Quote, New Subscription Quote, (or Renewal Quote and Amendment Quote) by the
<br />Licensee for the period of one (1) year from the Commencement Date.”
<br />and
<br />ATTY/AGR.2021.096/NearMap (Aerial Imagery Services) (Page 4 of 12)
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