Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
23877
AGREEMENT INFORMATION AGREEMENT NUMBER 23877 NAME/TYPE OF AGREEMENT COSTAR REALTY INFORMATION, INC. DESCRIPTION ADDENDUM TO LICENSE AGREEMENT/LICENSOR'S COMMERCIAL REAL ESTATE INFORMATION SERVICES/MATTER ID: 20-2440 EFFECTIVE DATE April 29, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 4/29/2022 DATE RECEIVED FROM ISSUING DEPT. 4/29/2022 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1BC-0CA740580BF0 CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Real Estate and Asset Management DEPT. CONTACT PERSON: Danny Lozano, Property Mgmt. Specialist NAME OF OTHER CONTRACTUAL PARTY/ENTITY: CoStar EXT. 1469 IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO TOTAL CONTRACT AMOUNT: $14,400 FUNDING INVOLVED? ® YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: IX] SOFTWARE LICENSE SUBSCRIPTION ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): Execute CoStar Agreement and Addendum for DREAM to gain access/use CoStar's proprietary commercial real estate data and analytics. COMMISSION APPROVAL DATE: N/A FILE ID: N/A ENACTMENT NO.: N/A IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: Sole source service provider, and contract amount is less than $25K. Date PLEASE PRINT AND SIGN ROUTING INFORMATION APPROVAL BY DEPARTMENTAL DIRECTOR (DREAM) April 26, 2022 08:25:23 EDT PRINT: HANSAaci SIGNATURE:a74 El_by: taice SUBMITTED TO RISK MANAGEMENT April 26, 2022 I 08:27:21 EDT PRINT: ANN-ADRIN,064.RPE SIGNATURE ' ",/� r'ew& tVt/5 SUBMITTED TO I Matter No.20-2440 Ds ITATTORNEY April 26, 2022 I 11:47:14 EDT PRINT: VICTPR��EZ SIGNATURE: —27395C6318214E7... ,A6-1"r/(- �F4CC00AF6FE0457... APPROVAL BY ASSISTANT CITY MANAGER April 27, 2022 I 10:11:17 EDT PRINT: FERNN�O SIGNATURE: CAAMAYOR ocuSigne y: •-2745D72CC0C14D0... RECEIVED BY CITY MANAGER April 27, 2022 I 12:07:19 EDT PRINT: ART SIGNATURE: NORIEGA r—DocuSigned by: Ai NoneS., ‘,-850CF6C372DD42A... ATTESTED BY CITY CLERK April 29, 2022 1 11:20:51 EDT PRINT: TODD SIGNATURE: B. HANNON "—DocuSigned by: ~ E4fln756nnrF1459 PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1BC-0CA740580BF0 CoStar Information Subscription Form FOR INTERNAL ONLY: (Ref ID) 1658047 AE: Diane White Location ID: 334892 Business Code: Government 14:0 j Costar'" BILL TO: Licensee: City of Miami Dept. of Real Estate & Asset Mgmt. Location ID: 334892 Address: 444 SW 2nd Ave City/State/Zip: Miami, FL 33130-1910 Telephone: (305)416-1471 Bill -To Contact: Danniel Lozano Email for Bill -To Contact: DLozano@miamigov.com USE: BILLING CYCLE: Total No. Listings: 0 Monthly Quarterly ❑Semi -Annually Total No. Sites: 1 V Yearly Total No. Authorized Users (All Sites): 3 TERM: One Year Initial Term INVOICE TYPE/BILLING PREFERRED: START DATE: Single Invoice Immediate Start SERVICES Site Market Product Description Monthly License Fees (Before Tax) 334892 All Data CoStar Suite $1,200.00 Total Monthly Fees From Additional Schedule of Services: Discount: Total Monthly License Fees: $1,200.00 Discounted Monthly License Fees: Notes: This Agreement supersedes the agreement between the above -named Customer/Licensee and CoStar/Licensor dated 11/09/2016 relating to the provision of CoStar services, except for those terms that survive termination and any outstanding license fees. This agreement includes the applicable Terms and Conditions for the services identified above, available at https://www.apartments.com/advertise/disclaimers/internet-advertising-terms-and- conditions, https://www.apartments.com/advertise/ocps-terms-conditions and/or https://www.costar.com/CoStarTerms-and-Conditions, and any addenda attached hereto between CoStar Realty Information, Inc. ("CoStar") and the above -named Customer/Licensee (collectively, the "Agreement"), and establishes the terms and conditions under which CoStar will license the products set forth in this Agreement. The Terms and Conditions are an integral part of the Agreement being formed hereby. In addition, this Agreement incorporates by reference the website Terms of Service/Use (the "Website Terms of Use') available online for each applicable service provided under this Agreement (e.g., www.costar.com, www.apartments.com, www.apartmentfinder.com, etc.). Customer/Licensee agrees to comply with the Website Terms of Use and to regularly review such terms for updates and changes. To the extent a conflict exists, the Subscription Form and the Terms and Conditions shall govern over the Website Terms of Service. Terms used on this Subscription Form and not otherwise defined shall have the meanings set forth in the applicable Terms and Conditions. In the event Licensee does not execute this Agreement by the following date 10/31/2021, the terms of this Agreement shall become null and void; however, if both parties execute and commence performance of their duties and obligations under this Agreement after such date, this Agreement shall continue in full force and effect and be binding on the parties. Licensee may not make any changes to this Agreement unless agreed to by CoStar in writing. The person executing this Agreement on behalf of Licensee represents and warrants that he or she has been authorized to do so and that all necessary actions required for the execution have been taken. CoStar hereby provides notice that only an authorized officer of CoStar or its parent company can execute this Agreement on behalf of CoStar. The parties hereby acknowledge that this Agreement may be executed and delivered by facsimile and such facsimile shall constitute a legal and binding agreement on the parties. CoStar Realty Information, Inc. By: Name: Scott Wheeler Title: Chief Financial Officer Date: March 08, 2022 Address: 1331 L St NW Address: Washington, DC 20005-4101 Licensee Signature: Print Name: DocuSigned by: Ar4- NoreeS.. 50CF6C3720042 Arthur Noriega, V Title: City Manager Date:April 27, 2022 1 12:07:19 EDT Address: 444 SW 2nd Ave, 10th Floor Address: Miami, FL 33130-1910 Schedule Of Services Page 1 of 1 DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1BC-0CA740580BF0 CoStar Information Subscription Form 1:: CoStar- AUTHORIZED SITE & USERS LIST Licensee: City of Miami Dept. of Real Estate & Asset Mgmt. Location ID: 334892 Address: 444 SW 2nd Ave City/State/Zip: Miami, FL 33130-1910 Total Number of Authorized Users at Site, 3 USERS AT ABOVE LISTED SITE Contact Name: Hans Maichel Phone: (305) 416-1452 Email: hmaichel@miamigov.com Role: User Contact Name: Danniel Lozano Phone: (305) 416-1469 Email: DLozano@miamigov.com Role: User Contact Name: Aldo Bustamante Phone: (305) 416-1450 Email: abustamante@miamigov.com Role: User User Detail Page 1 of 1 DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-0CA740580BF0 City of Miami Dept of Real Estate and Asset Management 444 SW 2nd Ave, Miami, FL 33130 334892 1 Diane White 1 '.w CoStarTM Addendum to License Agreement This Addendum to the License Agreement (the "Addendum") is made as of the date hereof by and between CoStar Realty Information, Inc., a foreign profit corporation with principle address at 1331 L Street NW Washington, DC 20005 ("CoStar" or "Licensor") and City of Miami, a Florida municipal corporation with principle address at 444 SW 2nd Avenue, Miami FL 33130 ("Licensee") and is executed pursuant to and made a part of the License Agreement signed by Licensee on , 2022 for the provision of Licensor's commercial real estate information service(s) (the "Agreement"). Together, CoStar and the City are referred to herein as the "Parties" and individually as "Party". Any capitalized term used in this Addendum and not otherwise defined shall have the meaning set forth in the Agreement. NOW THEREFORE, Licensor and Licensee agree that the Agreement shall be amended as follows: 1. Any reference to apartments.com and any terms related to apartments.com are not applicable to this Agreement. 2. The Agreement shall be for a monthly amount not to exceed twelve hundred dollars ($1,200.00) for a total annual amount not to exceed fourteen thousand four hundred dollars ($14, 400.00) to be paid by Licensee in one lump sum. 3. The Start Date of the Agreement shall commence immediately on the day Licensee executes said Agreement. 4. In CoStar Terms and Conditions, Section 2, Use, the following shall be added to the end of Section 2(b): "Notwithstanding anything in this Agreement to the contrary, Licensee may disclose any portion of the Licensed Product under its control as required and not otherwise exempt from disclosure by the Florida Public Records Law, Chapter 119, et al, Florida Statutes. CoStar shall comply with the provisions of Section 119, Florida Statutes, Entitled Contracts; public records, to the extent applicable." 5. CoStar Terms and Conditions, Section 4, Term, shall be deleted and replaced with the following: DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-OCA740580BFO "Term. The term of this Agreement shall begin on the Start Date, shall continue for the initial term of one year, as 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. The parties may mutually agree in a writing executed by both parties to renew the Agreement for a successive period of one (1) year (a successive period being a "Renewal Term"); provided, that, for the avoidance of doubt neither party is obligated to enter into any renewal of the Agreement. The "Start Date" shall be the date 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 the Agreement is fully executed." 6. In CoStar Terms and Conditions, Section 6, Termination, the following language shall be deleted from Section 6(d): "If CoStar retains any third party to obtain any remedy to which it is entitled under this Agreement, CoStar shall be entitled to recover all costs, including attorney's fees and collection agency commissions, CoStar incurs." 7. CoStar Terms and Conditions, Section 9, Information, shall be deleted in its entirety. 8. CoStar Terms and Conditions, Section 14, Indemnification, shall be deleted in its entirety and replaced with the following language: "CoStar hereby agrees to indemnify, protect, defend, save, release, and hold harmless the City, its their respective officers, employees, agents, representatives, and principals from and against any and all claims, actions, damages, liability and expense (including fees, costs, and expenses of attorneys, investigators and experts) in connection with loss of life, personal injury, or damage to property arising out of the performance or non-performance of this Agreement except to the extent such loss, injury or damage was caused by the negligence, gross negligence or willful misconduct of the City, or their respective officers, employees, agents, representatives, and principals. In the case of any legal action arising from this Agreement each party shall be responsible for its own costs and attorney's fees." 9. CoStar Terms and Conditions, Section 18, Choice of Law and Jurisdiction, shall be deleted and replaced with the following language: "This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in all proceedings shall be in Miami -Dade County, Florida and the Parties explicitly agree to the use of this venue. The term "proceedings" shall include, but not be limited to, all meetings to resolve the dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism. The parties both waive any defense that venue in Miami -Dade County is not convenient. In any civil action or other proceedings between the parties arising out of the Agreement, each party shall bear its own attorney's fees." 10. In CoStar Terms and Conditions, Section 19, Miscellaneous, the second, fourth, and fifth sentence shall be deleted. DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-OCA740580BF0 11. A new CoStar Terms and Conditions, Section 20 shall be added to the Agreement with the following language: "20. Insurance. Licensor agrees to maintain the following insurance: I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability $ 1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-OCA740580BFO IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Retro Date Included The above policies shall provide the Licensee with written notice of cancellation (unless such coverage is immediately replaced with the same or better coverage) or material change from the insurer in accordance to policy provisions. All such policies shall have a financial rating from A.M. Best Company or a similar rating agency of A- or higher." 12. Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 13. Licensor and Licensee agree that, except as expressly provided above, all of the terms of the Agreement will remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum on the day and year set forth below and do each hereby warrant and represent that their respective signatories, whose signatories appear below, have been and are on the date hereof duly authorized by all necessary and appropriate action to execute this Addendum. CoStar Realty Information, Inc. Licensee By: By: (City's Signature Page to follow) Name: Scott Wheeler Name: Arthur Noriega, V Title: CFO Title: City Manager Date: 4-8-2022 Date: DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-0CA740580BF0 ATTEST:Docusigned by: �E4u1573BuBCF1439... LICENSEE Executed by CITY OF MIAMI, a municipal corporation of the State of Florida By: DocuSigned by: A None r `SFi96rCC372DD12A... Arthur Noriega V, City Manager DocuSigned by: Date: Todd B. Hannon, City Clerk April 27, 2022 1 12:07:19 EDT APPROVED AS TO FORM AND APPROVED AS TO INSURANCE °"1-tt-->jr. F4EF99;4F6FE0457... Victoria Mendez Ds City Attorney 61L� BUTS: Fro& £ (./j 2730GCC310214C7... Ann -Marie Sharpe, Director Risk Management Administrator DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-OCA740580BFO CoStar Terms and Conditions (Commercial) 1. License. (a) This Agreement between CoStar Realty Information, Inc., by itself or as the authorized reseller of STR, LLC (collectively, "CoStar"), and Licensee concerns one or more products developed and maintained by CoStar consisting of one or more of the following: (1) a proprietary database (the "Database") of commercial real estate and/or lodging industry information, including but not limited to, the information, text, photographic and other images and data contained therein (collectively, the "Information") and the proprietary organization and structures for categorizing, sorting and displaying such Information, (2) forecasts, evaluations, simulations, assessments, models, processes, methods, techniques, applications, procedures, formulae, algorithms and other analyses related to real estate, lodging industry and/or securities, including but not limited to those related to the Licensee's portfolio or otherwise resulting from the performance of services rendered in connection with any consulting agreement between CoStar and Licensee (the "Analysis"), (3) commercial real estate and/or lodging industry market reports, which may contain elements of the Database or the Analysis (for the purposes of this Agreement, the "CoStar Market Reports") and (4) related software (the "Software"). Those portions of the Software, Database, Analysis and CoStar Market Reports that are licensed hereunder, including any updates or modifications thereto, and any information derived from the use of the Database, Analysis or CoStar Market Reports, including as a result of the verification of any portion of the Information, Analysis or CoStar Market Reports 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 Subscription Form into which these CoStar Terms and Conditions are incorporated by reference, subject to and in accordance with the terms 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 associated with the site(s) specifically identified therein. Except where Licensee is an individual, and therefore the sole Authorized User, all of such users (the "Authorized Users") must be individuals who are (1) employed by Licensee or an Exclusive Contractor of Licensee at a site identified on the Subscription Form and (2) included on CoStar's list of Authorized Users and associated sites for the Licensed Product. Licensee understands that all individuals that benefit from the Licensed Product at each licensed site, which for the avoidance of doubt includes, without limitation, any broker, agent, researcher, analyst, appraiser, surveyor, valuer, investment professional (including those making/assisting with investment or lending decisions), advisor, underwriter, asset manager, sales or other similar personnel (including, but not limited to, managers or directors managing such personnel) must be an Authorized User and Licensee 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 "Exclusive Contractor" is defined as an individual person working solely for Licensee and not also for themselves or another company with commercial real estate or lodging industry 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 and passwords (collectively, the "Passcodes") and any other authentication method 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, in the ordinary course of business: (1) use the Licensed Product for Licensee's internal research purposes; and (2) use the Database (A) to provide information regarding particular properties to its clients and prospective clients; (B) to market particular properties, and (C) to support its valuation, appraisal or counseling regarding a specific property. Licensee may also, in the ordinary course of its business share or distribute to clients limited amounts of Information and limited excerpts and discrete portions of Analysis, including limited excerpts and discrete portions from CoStar Market Reports DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-OCA740580BF0 ("CoStar Excerpts") that are contained in or incidental to its own reports, analyses or presentations for clients ("Client Materials"), provided that: (i) such CoStar Excerpts are only supportive of the substance of the Client Materials; (ii) Licensee shall be liable for any such distribution of the CoStar Excerpts; (iii) Licensee shall always acknowledge CoStar as the source of the CoStar Excerpts within the Client Materials; (iv) the Client Materials shall not include full copies or substantial portions of any CoStar Market Reports; and (v) the Client Materials only contain limited amounts of hotel industry and/or building -specific and 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), or as may otherwise be agreed to by parties, Licensee shall not distribute, disclose, copy, reproduce, make available, communicate to the public by telecommunication, 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, adapt 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 e-mail a report containing Information or CoStar Excerpts that complies with Section 2(a), to a limited number of its clients and prospective clients, and (ii) for brokerage or other similar commercial real estate Licensees, Licensee may display solely on its own website photographs from the Licensed Product that depict properties that Licensee owns, controls, represents or holds exclusives, provided that under no circumstances shall such photographs be posted on any website that may compete with the Licensed Product; (2) use any portion of the Licensed Product to create, directly or indirectly, any database or product without the express written permission from CoStar; (3) access or use the Licensed Product if Licensee is 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, scrape, disassemble or reverse engineer any portion of the Licensed Product; (6) use, reproduce, publish or compile any Information or Analysis for the purpose of selling or licensing such information or making such information publicly available; (7) use or distribute Information or Analysis that has been verified or confirmed by Licensee for the purpose of developing or contributing to the development of any database, product or service; (8) use any portion of the Licensed Product in a manner that would violate any U.S., Canadian, international, provincial, state or local law, regulation, rule, ordinance or common-law principle, including real estate practice, competition, marketing, advertising, defamation, securities, spam and privacy laws; or (9)(A) use any portion of the Licensed Product in any securities offering materials, registration statement, prospectus or other filing with the U.S. Securities and Exchange Commission or a foreign securities regulator (or other materials in each case), (B) incorporate by reference any portion of the Licensed Product into any such registration statement, prospectus or other filing or (C) use any portion of the Licensed Product in any filing with any federal, provincial, state, local or foreign governmental authority; each case of (A), (B) and (C) being in connection with the offer or sale of securities. 3. Ownership. Licensee acknowledges that the Information is comprised of data that is owned by CoStar and its licensors and that CoStar and its licensors have and shall retain exclusive ownership of all proprietary rights to the Licensed Product, including all U.S., United Kingdom, Canadian, European Union DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-OCA740580BFO or other 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 right 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, Analysis, 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 licensor's 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 or rights management information 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, Exclusive 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 or its licensors. Nothing in this Agreement will restrict CoStar from freely using for any purpose, without compensation, any Licensee idea, suggestion, enhancement or other feedback relating to the Licensed Product or new CoStar products, features or tools, or any portion thereof. 4. Term. The term of this Agreement shall begin on the Start Date, 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 day after the last day of the Initial Term or any Renewal Term, unless at least 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. Licensee acknowledges that it is responsible for payment of License Fees (as defined below) pursuant to Section 5 for the entire Renewal Term unless the Agreement is terminated in accordance with the notice provisions of this Section. The "Start Date" shall be the date 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 the Agreement is fully executed. 5. License Fees. Licensee agrees to pay the License Fees and all other fees set forth in this Agreement in the currency set out on the Subscription Form (the "License Fees"). Licensee's obligation to pay such fees shall begin on the Start Date. CoStar will send invoices for the License Fees by email, regular mail or both. 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 occurred, increase the License Fees by a percentage equal to the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) for the previous twelve months; and (b) at any time during a 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 implemented solely under this Section 5(b), then Licensee may give CoStar written notice of termination within sixty (60) days of CoStar's 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 until 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 billed in advance in accordance with the billing cycle identified herein and are due net thirty days. All payments received after the due date may be subject to a late payment charge from such due date until paid at a rate equal to 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, or DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-OCA740580BFO elsewhere will be construed as an accord or satisfaction. The License Fees do not include sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Licensed Products. CoStar shall not be bound to use third party payment vendors, and any fees charged by such vendors shall be added to the License Fees payable hereunder. At CoStar's option, Licensee shall pay such taxes or fees directly or pay to CoStar any such taxes or fees immediately upon invoicing 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 making an assignment for the benefit of its 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 good faith determination of any violation by Licensee of any provision of Section 1, 2, 3 or 13(a) hereunder, or any material provision of any other agreement between the parties or their affiliates; or (2) in the event that CoStar discontinues providing information or reports on a particular market or markets that form a part of the License Product or discontinues a particular product, upon five (5) days' written notice at 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 in respect of terminated portion of the Licensed Product after the date of such termination. (c) CoStar may interrupt the provision of any portion of the Licensed Product to Licensee upon CoStar's good faith determination of any violation by Licensee of any provision of Section 1, 2, 3 or 13(a) hereunder, or any material provision of any other agreement between the parties or their affiliates, and Licensee shall continue to be responsible for all License Fees, provided that Licensee shall not be responsible for License Fees for an interrupted period if there was not an actual violation. CoStar will restore the provision of the Licensed Product only if all amounts due hereunder are paid and if, in CoStar's reasonable opinion, CoStar has received satisfactory assurances as to the cessation of the violation. (d) Upon Licensee's breach of any term of this Agreement that leads to a termination of this Agreement, all License Fees and all 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 party to obtain any remedy to which it is entitled under this Agreement, CoStar shall be entitled to recover all costs, including attorney's fees and collection agency commissions, CoStar incurs. 7. Post -Termination. At 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. Notwithstanding anything to the contrary in the second sentence of this Section 7, upon any non -renewal or termination of the Agreement, Licensee shall not be required to purge from its hard -copy, electronic or email files Information from the Licensed Product that Licensee's Authorized Users incorporated into its own reports, analyses or other materials in compliance with the terms of this Agreement and which are contained in such hard -copy, electronic or email files, (the "Post -Termination Information"); provided, however, that the Post -Termination Information may be retained solely for ordinary corporate systems backup, legal or regulatory purposes and may not be used, copied, distributed or displayed for internal research or marketing or for DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-OCA740580BFO establishing, populating or being used within any commercial real estate information service or other searchable database or for any other purposes. 8. Licensed Product. Subject to Section 11, during the term of this Agreement, CoStar will provide updated Information and Analysis, as applicable, 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 Internet access necessary to obtain and use 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 Licensed Product. 9. Information. If Licensee's business provides any commercial real estate services, 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 website. CoStar acknowledges that if Licensee provides CoStar with any information or images, Licensee retains its rights to such information and images, even following termination of this Agreement. 10. LIMITATION 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 INCLUDING WITHOUT LIMITATION THOSE 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 EXCEED 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 LOST PROFITS HOWSOEVER ARISING OR FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES 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 DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-OCA740580BF0 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. THE ANALYSIS AND COSTAR MARKET REPORTS CONTAINED IN THE LICENSED PRODUCT MAY INCLUDE, WITHOUT LIMITATION, STATEMENTS REGARDING COSTAR'S CURRENT OR FUTURE BELIEFS, EXPECTATIONS, INTENTIONS OR STRATEGIES REGARDING PARTICULAR COMMERCIAL REAL ESTATE MARKETS. THE ANALYSIS AND COSTAR MARKET REPORTS ARE SUBJECT TO MANY RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE ANALYSIS AND COSTAR MARKET REPORTS. LICENSEE UNDERSTANDS THAT THE ANALYSIS AND COSTAR MARKET REPORTS CONTAINED IN THE LICENSED PRODUCT ARE BELIEVED TO BE STATE OF THE ART AND, BY REASON OF THEIR LIMITED PERIOD OF USE, THEIR DEGREE OF ACCURACY IN REPORTING COMMERCIAL REAL ESTATE MARKET INFORMATION AND MAKING FORECASTS IS NOT PROVEN. LICENSEE SHALL NOT HOLD COSTAR OR ITS LICENSORS RESPONSIBLE FOR ANY ERRORS IN REPORTING, EVALUATING, ANALYZING, SIMULATING OR FORECASTING COMMERCIAL REAL ESTATE MARKET INFORMATION, OR FOR ANY INFORMATION, ANALYSES OR COSTAR MARKET REPORTS COMPRISING THE LICENSED PRODUCT. 12. Assignment. The parties' obligations hereunder are binding on their successors, legal representatives and permitted 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. Notwithstanding anything set forth to the contrary above, in the event of Licensee's merger with or acquisition of, or acquisition of assets by, any third party, Licensee shall be entitled upon written notice, without approval from CoStar, to assign its rights and obligations under this Agreement to such third party; provided, however, that (a) such assignment shall not result in the elimination of any then -existing CoStar revenue stream from Licensee or such third party; and (b) in no event shall Licensee be entitled to assign its rights and obligations hereunder to any individual or entity that directly or indirectly competes with CoStar or any of its affiliates. 13. Passcodes. (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 Passcode other than the Passcodes assigned to 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 term of this Agreement, Licensee will promptly notify CoStar of any Authorized User's change of employment or contractor status with Licensee, including termination of an Authorized User's employment or contractual service with Licensee, and upon such termination Licensee shall cease using and destroy the Passcodes for such Authorized User. No Authorized User who ceases to be an employee or Exclusive Contractor of Licensee may use any Passcodes in any manner. (b) Each Authorized User's access to the Licensed Product may be limited to a designated computer and requires the Authorized User to access the Licensed Product solely using the Passcodes and, if required by CoStar, Passcodes with two -factor authentication, including, but not limited to, facial recognition authentication. CoStar is under no obligation to confirm the actual identity or authority of any party accessing the Licensed Product under any Passcode or other authentication method. 14. Indemnification. Licensee agrees to defend, indemnify and hold harmless CoStar, its affiliates, and approved assignees, and their partners, directors, officers, employees and agents for all costs and expenses including, without limitation, attorney's fees, associated with the defense and settlement of any threatened, pending or completed claim, demand or action resulting from, arising out of or relating to Licensee's use or application of the Database, Analysis, Information or Licensed Product in contravention of the terms of the Agreement, including a claim under any laws, rules or regulations (a "Claim") and shall pay any judgments or settlements based thereon; provided, that CoStar shall give DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-OCA740580BFO Licensee prompt written notice of the Claim (provided, however, that CoStar's failure to provide such notice shall not relieve Licensee of its indemnification obligations except to the extent it is prejudiced thereby), sole control of the proceedings or settlement, and, at Licensee's expense, reasonable cooperation, information and assistance in the defense or settlement negotiations. CoStar may, at its own expense, reasonably assist in such defense if it so chooses, provided that Licensee shall control such defense and all negotiations relative to the settlement of any such Claim. This Section shall survive the expiration or termination of the Agreement for any reason. Solely with respect to any Claim under any laws, rules or regulations pursuant to the Section above, if for any reason the foregoing indemnity is unavailable to any CoStar Party, CoStar shall be entitled to seek in a court of competent jurisdiction Licensee's contribution to such Claim under any legal or equitable theories available to it. 15. Notices; Invoices. All notices given hereunder will be in writing and delivered by email, personally mailed by registered or certified mail, return receipt requested, or delivered by a well -recognized overnight courier company. If such notice is being delivered to Licensee, such notice shall be delivered to Licensee's physical address specified on the Subscription Form, email address or to such other address as Licensee may specify, and if being delivered to CoStar, shall be delivered to the physical address set forth on the Subscription Form, Attention: CoStar Sales, or to the email address or such other address as CoStar may specify. All notices will be deemed given if delivered personally or by email, on the day of delivery, if mailed by registered or certified mail, three days after the date of mailing, if delivered by a well -recognized overnight courier company, one day after dispatch, 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 or email. Pursuant to Section 4 of this Agreement, Licensee may deliver notices of termination to CoStar via email at the following address: cancel@costar.com. 16. Force Maieure. 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 casualty, 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. 17. User Information. Licensee acknowledges that if it creates any settings, saved searches, 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. 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 the Licensed Product per Authorized User located at that site. 18. Choice of Law; Jurisdiction. This Agreement shall be construed under the laws of the District of Columbia without regard to choice of law principles. CoStar irrevocably consents to the exclusive jurisdiction of the federal and state courts located in the District of Columbia for the purpose of any action brought against CoStar in connection with this Agreement or use of the Licensed Product. Licensee irrevocably consents to the jurisdiction and venue of the federal and state courts located in the District of Columbia, or in any State where Licensee's Authorized Users are located, for purposes of any action brought against Licensee in connection with this Agreement or use of the Licensed Product. 19. Miscellaneous. This Agreement contains the entire understanding of the parties with respect to the Licensed Product and supersedes any prior oral or written statements by Licensee, CoStar, or their respective representatives 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. Unless otherwise required by applicable law, Licensee agrees to keep the DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1BC-0CA740580BF0 terms of this Agreement strictly confidential. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement. The foregoing sentences of this clause shall not limit or exclude any liability for fraud. Licensee agrees that CoStar may send to Licensee and its employees, Authorized Users and Exclusive Contractors communications, including, but not limited to, email communications about new features or products, available real estate listings, product feedback and other marketing content, which the email recipient may unsubscribe at any time. Licensee will comply with all laws related to emails Licensee and/or its employees, Authorized Users and Exclusive Contractors send using the Licensed Product, including, but not limited to, the United States' anti-spam law (CAN-SPAM), Canada's anti-spam law (CASL), the United Kingdom's General Data Protection Regulation (UK GDPR), Data Protection Act 2018 and Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR), and the European Union's General Data Protection Regulation (EU GDPR) and any other applicable EU directives (as implemented within the relevant EU member state(s)). 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 seek 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 19 hereof will survive nonrenewal or termination of this Agreement. Last Revised: April 5, 2021 DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-0CA740580BF0 CoStar Confidential Information MINUTES OF MEETING OF THE BOARD OF DIRECTORS OF COSTAR GROUP, INC. AND COSTAR REALTY INFORMATION, INC. FEBRUARY 15, 2018 A duly noticed and scheduled meeting of the Boards of Directors (the "Board") of CoStar Group, Inc. (the "Company") and CoStar Realty Information, Inc. ("CRI") was held on Thursday, February 15, 2018 at the Company's headquarters in Washington, D.C. Mr. Klein called the meeting to order at 10:15 a.m. EST. Directors Klein, Florance, Cox Kaplan, Nassetta, Haber, Hill and Steinberg attended in person. Director Glosserman attended via telephone. Also attending in person was Chief Financial Officer, Scott Wheeler, and General Counsel and Secretary, Jonathan Coleman. DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-0CA740580BF0 DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-0CA740580BF0 CoStar Confidential Information Approval of Contractina Authority RESOLVED, that, in accordance with the Company's and the respective subsidiaries' bylaws, limited liability company agreements or other similar governing corporate documents, the officers of the Company and its subsidiaries elected or appointed by the respective Board of Directors or managing member are authorized to sign third party contracts on behalf of the respective entity, subject to approval of the contract by a person with appropriate spending authority in accordance with the foregoing resolutions; FURTHER RESOLVED, that the Chief Executive Officer and the Chief Financial Officer of the Company shall each have the authority to delegate approval in writing (which may include e-mail, delegation through the Company's Oracle ERP system, or other electronic approval) to executive vice presidents, senior vice presidents, the Director of Procurement and/or Procurement Specialists or persons in equivalent positions at the Company or the respective subsidiary to sign third party contracts on behalf of the respective entity, subject to approval of the contract by a person with appropriate spending authority in accordance with the foregoing resolutions, which delegated authority may be reflected in the Company's Oracle ERP purchase management system; FURTHER REOLVED, that customer contracts and other contracts with the Company or its US or Canadian subsidiaries that do not require payment or funding by the Company or one of its subsidiaries may be signed by the Company's U.S. and Canadian subsidiaries by (1) the most senior employee responsible for the product or service subject to the contract, (2) in the case of CRI customer contracts, the Director of Sales Operations (or equivalent personnel), and/or (3) any officer elected or appointed by the Board of Directors of the respective entity; and FURTHER RESOLVED, that customer contracts and other contracts with the Company's foreign subsidiaries (other than those in Canada) that do not require payment or funding by the Company or one of its subsidiaries may be signed by those foreign subsidiaries by (1) executives at the level of Managing Director, Finance Director or higher, (2) the most senior employee responsible for the product or service subject to the contract, or (3) any officer appointed by the Board of Directors of the respective entity. General RESOLVED, that any and all actions by each officer of the Company or CRI, as applicable (the "Officers"), for and on behalf of and in the name of the respective company and its subsidiaries, or by the respective company, its subsidiaries or any person or persons designated and authorized to act by any Officer, prior to the adoption of the foregoing resolutions, in connection with any of the foregoing matters, hereby are, ratified, confirmed and approved as the true and lawful acts of the respective company and its subsidiaries in all respects for all purposes; FURTHER RESOLVED, that the Officers be, and each of them hereby is, authorized and directed to take or cause to be taken all such further actions, to execute and deliver or cause to be executed and delivered all such further agreements, instruments, documents and certificates in the name and on behalf of the respective company and/or its subsidiaries and to incur all such fees and expenses as in their judgment shall be necessary, proper or advisable in order to carry out fully the intent and to accomplish the purposes of the foregoing resolutions, and all such actions as such Officers shall have heretofore taken consistent with the foregoing authorizations be, and the same hereby are, ratified, confirmed and approved as the true and lawful acts of the 10 DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-0CA740580BF0 CoStar Confidential Information respective company in all respects for all purposes; and FURTHER RESOLVED, that any and all recitals appearing in conjunction with any of the foregoing resolutions be, and they hereby are, incorporated herein by reference and made a part hereof as if set forth in full herein. EST. M There being no furt;yL.usiness, the meeting was adjourned at approximately 1:15 p.m. athan oleman, DocuSign Envelope ID: 4644BA3E-96D D-49F2-A1 BC-0CA740580BF0 CoStar Confidential Information MINUTES OF A MEETING OF THE BOARDS OF DIRECTORS OF COSTAR GROUP, INC. AND COSTAR REALTY INFORMATION, INC. September 15, 2021 A duly noticed and scheduled meeting of the Board of Directors (the "Board") of CoStar Group, Inc. (the "Company") and the Board of Directors (the "CRI Board") of CoStar Realty Information, Inc. ("CRI") was held on Wednesday, September 15, 2021. DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-0CA740580BF0 CoStar Confidential Information DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-0CA740580BF0 CoStar Confidential Information DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-0CA740580BF0 CoStar Confidential Information of 4 DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-0CA740580BF0 CoStar Confidential Information DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-0CA740580BF0 CoStar Confidentiallnformation After discussion, the Boards of the Company and CRI unanimously approved the following resolutions: Appointment of Officers RESOLVED: that the following individuals are hereby elected to the offices of the Company and CRI set forth opposite their respective names: Andrew C. Florance President and Chief Executive Officer Scott Wheeler Chief Financial Officer Lisa Ruggles Senior Vice President, Global Research Fred Saint President, Marketplaces Frank Simuro Chief Technology Officer Jeannette Koonce Interim General Counsel and Secretary Michael Desmarais Chief Human Resources Officer Appointment of Section 16 Officers RESOLVED: that the Board hereby confirms that as of the date hereof, the following persons are the executive officers and "Section 16 officers" of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: Andrew C. Florance President and Chief Executive Officer Scott Wheeler Chief Financial Officer Lisa Ruggles Senior Vice President, Global Research DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-0CA740580BF0 CoStar Confidential Information Fred Saint President, Marketplaces • • DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-0CA740580BF0 CoStar Confidential Information DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1 BC-0CA740580BF0 CoStar Confidential Information There being no further business, the meeting was formerly adjourned at approximately 1:15 p.m. EDT, DocuSigned by: te, kULA, 3F71723EC81A16C... Michael R. Klein, Chairman DocuSigned by: 833310F135C3E160... Jeannette Koonce, Interim Secretary DocuSign Envelope ID: 4644BA3E-96D D-49F2-A1 BC-0CA740580BF0 CoStar Group CoStar Group, Inc. David Sambrook 3438 Peachtree Road NE Atlanta, GA 30308 To Whom It May Concern: 3438 Peachtree Road, NE Suite 1500 Atlanta, GA 30326 888 728 0069 Toll Free 404 841 5860 Fax costargroup.com NASDAQ: CSGP 4/11/2022 This letter is in response to Miami Department of Real Estate & Asset Management request for a Sole Source letter from CoStar. CoStar supplies proprietary Commercial Real Estate data, analytics, and other information. We are the only provider of such comprehensive census level Commercial Real Estate data and subsequent analytics. We appreciate the Miami Department of Real Estate & Asset Management's business and will work hard to earn it now and in the future. Sincerely, Dauid Sarni/rod David Sambrook Vice President CoStar Group 888 265 1421 Direct 678 665 4020 Cell dsambrook@costar.com DocuSign Envelope ID: 4644BA3E-96DD-49F2-A1BC-0CA740580BF0 ACORN® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 04/25/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Northeast, Inc. New York NY Offi ce One Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA CONTACT NAME: PHONE FAX (A/C. No. Ext): 8662837122 (A/c. No.): (800) 363-0105 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Costar Group, Inc. 1331 L Street NW Washington AK 20005 USA INSURER A: Berkley National Insurance Company 38911 INSURER B: Continental Casualty Company 20443 INSURERC: INSURER D. INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570092806645 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY TCP701491712 07/01/2021 07/01/2022 EACH OCCURRENCE $1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 MED EXP (Any one person) $15 , 000 PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2 , 000, 000 POLICY PRO- JECT X LOC PRODUCTS - COMP/OP AGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY TCA7015094-12 07/01/2021 07/01/2022 COMBINED SINGLE LIMIT (Ea accident) $1, ���, 0�0 A X ANY AUTO A05 TCA7015092-12 07/01/2021 07/01/2022 BODILY INJURY( Per person) OWNED SCHEDULED AUTOS VA BODILY INJURY (Per accident) A AUTOS ONLY HIRED AUTOS ONLY NON -OWNED AUTOS ONLY TCA7015093-12 MA 07/01/2021 07/01/2022 PROPERTY DAMAGE (Per accident) A X UMBRELLA LIAB X OCCUR TCP701491712 07/01/2021 07/01/2022 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $10,000,000 DED RETENTION A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY TWC701491812 07/01/2021 07/01/2022 X I PER STATUTE I IOTH- ER ANY PROPRIETOR/ PARTNER / YNN N/A E.L. EACH ACCIDENT $1,000,000 EXECUTIVE OFFICER/MEMBER (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 B E&0-MPL-Primary 652240413 claims -Made SIR applies per policy terms 07/01/2021 & conditions 07/01/2022 Limit of Liability $10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101 Additional Remarks Schedule, may be attached if more space is required) City of Miami is included as Addit'onal Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. General Liability and Automobile Liability policies evidenced herein are Primary and Non -Contributory to other insurance available to Additional Insured, but only in accordance with the policy's provisions. CERTIFICATE HOLDER CANCELLATION City of Miami Procurement Department 444 Sw 2nd Avenue 6th Floor Miami FL 33130 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Holder Identifier : 570092806645 Certificate No aas wia AUTHORIZED REPRESENTATIVE e_R4a McLloG c7dtG geed cr� J;de. ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD Olivera, Rosemary From: Lozano, Danny Sent: Monday, May 2, 2022 10:33 AM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary Subject: DocuSign: CoStar Agreement & Addendum - Matter 20-244 Attachments: Executed_CoStar_Agreement_&_ Addendum_DocuSign.pdf Good morning Todd, Attached please find the fully executed copy of the above referenced agreement from DocuSign that is to be considered an original agreement for your records. Respectfully, Property Management Specialist I City of Miami Department of Real Estate & Asset Management (DREAM) 444 SW 2nd Avenue, 3rd Floor, Miami, Florida 33130 T: 305.416.1469 I DLozano@miamigov.com 1