AGREEMENT NO. ___________
[TECHNOLOGY SERVICES – LICENSE/SUBSCRIPTION]
This AGREEMENT (“Agreement”) is entered into on and effective as of ____________________ by and between the CITY OF BAKERSFIELD , a municipal corporation and Charter City (“City”), and GIS PLANNING INC. (“Provider”) a corporation authorized to do business in California.
WHEREAS, On October 22, 2024, CITY entered into Agreement TS24-026 with PROVIDER for the purchase of a one-year license to their cloud -based ZoomProspector Enterprise software; and
WHEREAS, On July 15, 2025, CITY entered into Agreement TS25 -029 with PROVIDER for the renewal of PROVIDER’s software for an additional year; and WHEREAS, PROVIDER provides a cloud-based software-as-a-service (SaaS) GIS tool integrated into economic development organization websites to facilitate business site selection, property searches and location analysis with Google Maps; and
WHEREAS, CITY desires to subscribe to PROVIDER’s ZoomProspector Enterprise License for a one (1) year term, subject to and in accordance with the FT Locations Product Order Form attached hereto as Exhibit A and incorporated herein and the FT Locations Subscription Terms attached hereto as Exhibit B and incorporated herein; and
WHEREAS, in light of the intellectual property and subscription-based nature of PROVIDER’s programs and services , CITY’s use of PROVIDER’s services and/or products are subject to compliance with PROVIDER’s terms and conditions, and therefore CITY has agreed to abide by the above-referenced attachment(s); and WHEREAS, notwithstanding the above, the Parties understand and agree that CITY’s standard contracting procedures require use of this cover sheet and signatories and certain delineated terms set forth below, which shall govern the term of this Agreement.
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and PROVIDER hereby agree as follows:
1. SCOPE OF WORK. In exchange for the Compensation (defined below), PROVIDER shall perform the following: Ongoing subscription to ZoomProspector Enterprise License with Google Maps (“Scope of Work”). The Scope of Work shall be subject to the terms and conditions set forth in Exhibit A and Exhibit B , attached hereto.
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2. COMPENSATION. Subject to the conditions of this section, CITY will pay PROVIDER as follows for performing the Scope of Work (“Compensation”): a total payment not to exceed Sixteen Thousand, Two Hundred Twenty -Two Dollars ($16,222) in accordance with the costs and fees set forth in Exhibit A.
CITY will pay PROVIDER within 30 days after PROVIDER submits an itemized invoice for the portions of the Scope of Work completed and that invoice is approved by CITY. The Compensation will be the total amount paid to PROVIDER for performing the Scope of Work and includes, but is not limited to, all out -of-pocket costs and taxes. CITY will pay no other compensation to PROVIDER. In no case will CITY compensate PROVIDER more than Seventeen Thousand, Five Hundred Sixty Dollars ($17,560) for performing the Scope of Work.
3. TERM. Notwithstanding any contrary terms set forth in Exhibit A and Exhibit B , this Agreement shall terminate on June 11, 2027 , unless terminated sooner.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.
FOR CITY OF BAKERSFIELD
(“CITY”):
By: _______________________________
KAREN GOH
Mayor
By: _______________________________
GREGORY PRONOVOST
Technology Services Director
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Attorney
By: _______________________________
ASHLEY ZAMBRANO
Deputy City Attorney
FOR GIS PLANNING INC.
(“PROVIDER”):
By: _______________________________
[signature]
Printed Name & Title:
___________________________________
ATTACHMENTS:
Exhibit A- FT Locations Product Order Form
Exhibit B- FT Locations Subscription Terms
COUNTERSIGNED:
By: _______________________________
RANDY MCKEEGAN
Finance Director
Docusign Envelope ID: 2ED2FE77-6A09-89D2-800D-2CFC676543D9 Jeff Suneson
Director of Client Services
V01-02-2023
FT LOCATIONS PRODUCT ORDER FORM
Parties
FT GIS Planning Inc., 311 California St, Ste 700, San Francisco, CA 94104 Client City of Bakersfield, 1715 Chester Ave, Bakersfield, CA 93301 Period of Subscription
Subscription Start Date June 12th, 2026
Subscription Period From the Subscription Start Date until June 11th, 2027 The Agreement will auto -renew for an additional 1 year on the anniversary of the Subscription Start Date unless terminated by either party on giving prior written notice to the other party no less than 15 days before the anniversary of the Subscription Start Date. The Fee will be subject to increase at each anniversary of the Subscription Start Date. Upon auto -renewal, the then current version of the Subscription Terms in effect shall apply to such auto-renewal.
PRODUCTS TO BE PROVIDED
ZoomProspector ZoomProspector Enterprise License with Google Maps Customisation Elements: None
The geographic scope will cover the boundaries of the City of Bakersfield
FEE BREAKDOWN
Product Name Product Fee
ZoomProspector Full Edition $16,222 per annum
Total Fee
Total Fee $16,222 (exclusive of VAT/Sales tax).
Payment Term Within 60 days of the FT invoice date.
Invoicing Contact City of Bakersfield, 1715 Chester Ave, Bakersfield, CA 93301 Attn: Jason Cater, [email protected]
Tax Registration Number
Relationship Managers
FT Jeff Suneson, Director of Client Services, 916-833-8894, [email protected] Client Jason Cater, [email protected]
Legal
This Order will be governed by the Subscription Terms at https://legal.ft.com/ftspecialist/subscription-terms and together comprise the agreement between the parties (“Agreement”).
Client acknowledges that it has read and understood this Agreement. This Agreement will become legally binding when signed on behalf of both parties.
You agree that any signature of this Agreement by digital or electronic means is legally binding.
Signed by:
GIS Planning, Inc.
Name:
Position:
Date:
You agree that any signature of this Agreement by digital or electronic means is legally binding.
Signed by:
City of Bakersfield
Name:
Position:
Date:
EXHIBIT A
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FT LOCATIONS SUBSCRIPTION TERMS
How to navigate these Subscription Terms : Clauses 1 through 9 and 14 apply generally to all Products purchased under an Order. Additional terms specific to the Product(s) listed on the Order are located in clauses 10 through 13 as specified.
1. DEFINITIONS AND INTERPRETATION
1.1 These terms and conditions (“ Subscription Terms ”) together with the Order form the agreement between the parties (the “Agreement”).
1.2 Words and phrases have the meaning given to them in the Order and this clause 1.2:
(a) "Content” means any data, information, text, tables, computations and any other content, work or materials in any form made available by FT in any of the Products but excludes any Client Content.
(b) “Control” means direct or indirect ownership of 50% or more of the voting equites or equivalent of the affected party or the power to nominate least half of the members of the board of directors or equivalent of the affected party.
(c) “Client Content” is a term that is only applicable to the Amplify, InvestmentM ap, ZoomProspector, and ZoomTour Products and means any content (including personal data), from time to time provided by Client to FT or otherwise entered into or uploaded into such Products by, or on behalf of, or authorized by the Client. (d) “Data Protection Laws ” means any data protection laws applicable to the processing of personal data by FT, which may include the UK Data Protection Act 2018 and the EU General Data Protection Regulation (“ GDPR”), the California Consumer Privacy Act (“ CCPA”) and any other applicable data protection or privacy laws . The expressions “personal data”, “process”, “processing”, “data subject”, “controller” and “processor” have the meanings given to them in GDPR.
(e) “IPRs” means all present and future copyright, moral rights, database rights, trade mark rights, patents, designs, trade secrets and all related rights and neighbouring rights and any other intellectual property rights of whatsoever nature throughout the world whether or not registered or capable of registration including all renewals and/or extensions. (f) “Order” means an order form or term sheet signed by FT and Client for the purchase of one or more of the Products which incorporates these Subscription Terms. (g) “Product” means each separate product or service purchased under the Order. (h) “Subscription Period” means the period set out in the Order. (i) “User” means Client’s staff or third party consultants granted access to the Product.
1.3 Unless the context otherwise requires:
(a) “includes”, “including” and any similar terms will be construed as without limitation; (b) “writing” or “written” includes email but not fax;
(c) any reference to a legislative provision includes any subsequent re -enactment or amendment; and
(d) references to “clauses” are to the clauses in these Subscription Terms.
1.4 In the case of any conflict or ambiguity, the Order shall take precedence over these Subscription Terms.
2. RIGHTS AND OBLIGATIONS
2.1 FT will provide Client with access to the Products set out in the Order (including, where applicable for the relevant Product, providing Client with a ‘link’, ‘Pin’, ‘ID’, or similar mechanism for such purposes).
2.2 FT shall use commercially reasonable efforts to make the Products available at least 99% of each calendar month subject to any downtime associated with routine maintenance. Client acknowledges that FT is not responsible for unavailability due to reasons be yond FT’s control, such as issues with Client’s network or any Force Majeure Event.
2.3 Client will, and will ensure that its Users will:
(a) only use the Products for Client’s business purposes in accordance with this Agreement and applicable laws;
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(b) (if applicable) be responsible for the accuracy, quality and legality of Client Content and for ensuring that it has all necessary rights, licences and consents to use the Client Content in the Products;
(c) where required, register online to access the applicable Product, with each registration being for a single User only;
(d) only provide access to persons permitted under this Agreement, complying with any limit on the number of permitted Users set out in the Order;
(e) ensure that any passwords (or equivalent) issued for use by specific Users are kept confidential and not shared with other individuals (internally or externally); (f) use commercially reasonable efforts to prevent unauthorised use of the Products or any Content, and notify FT promptly of any such unauthorised access or use; (g) if requested by FT, provide FT with a list of Users so that FT may provide those Users with access to the Product; and
(h) notify FT of any change of Users from time to time (including when Users cease to be employed or engaged by Client).
2.4 Save as expressly permitted by applicable law or otherwise approved in writing in advance by FT, Client will not, and will not permit any third party to:
(a) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt and/or make error corrections to the whole and/or any Products or Content (or any part thereof); (b) interfere with or disrupt the integrity or performance of any part of any Product; (c) sell, license, sub-license, grant or purport to grant any rights in or otherwise make available any Products or Content (or any part thereof);
(d) use Content to create a product or service that competes with or fulfils an identical or similar purpose to any Product;
(e) use any part of any Product to store or transmit malicious, infringing, libel lous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third -party privacy rights;
(f) remove, conceal or alter any FT name, trademark, copyright notices or other means of identification or disclaimers as contained in the Products; (g) state or imply that FT promotes or endorses any specific regional investment, third party products or services (except to the extent that FT does expressly endorse any specific regional investment, third party products or services); or
(h) distort or misrepresent the substance of any Product or any part thereof.
2.5 FT reserves the right to monitor Product usage by all Users during the Subscription Period, for the purpose of , for example, product development, usage reporting and ensuring compliance with this Agreement. Where FT has reasonable grounds to suspect unauthorised use of a Product by Client or a User, FT reserves the right to immediately deny access to a Product to that User. FT will promptly notify Client of such denial of access, which will continue until such time as FT is satisfied, in its reasonable opinion, that such unauthorised use is resolved.
2.6 FT has no obligation to monitor or moderate Client Content, but FT has the right to remove any Client Content that FT considers (in its sole discretion) to violate this Agreement or to expose FT or its other clients or users to any legal liability or unacceptable commercial or reputational risk.
2.7 FT reserves complete freedom in the form of the Products and may add to, remove or edit the Content at any time without notice.
2.8 Except as expressly provided in this Agreement, no rights or licences, express or implied, are granted to Client or any third party in respect of the Products or Content. Client acknowledges that as between itself and FT, FT and its licensors are the owner s of all IPRs in the Products and Content.
2.9 Client grants to FT a worldwide, royalty -free licence to host, copy, transmit , and display Client Content for the purposes of this Agreement.
2.10 FT may invite Client to trial the use of any elements of the products which are clearly designated as beta versions which are not generally available to all customers for evaluation purposes only. Client may at its sole discretion accept or decline any suc h invitation and acknowledges that such products are delivered “as is” and that FT may discontinue any such products at any time in FT’s sole discretion.
EXHIBIT B
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3. FEES
3.1 Client will pay the Fees in full to FT in the currency set out in the Order and promptly provide any information that FT may reasonably require to provide Client with a valid invoice. All Fees and any other amounts payable by Client are exclusive of value added tax or any other taxes which are or may be applicable, and Client agrees to pay any such taxes as duly invoiced by FT. Failure to pay any undisputed Fees on time will constitute a material breach of this Agreement.
3.2 If Client is required by any law or regulation to make any deduction or withholding (on account of tax or otherwise) from any payment, Client will, together with such payment, pay any additional amount as will ensure that FT receives, free and clear of any tax or other deduction or withholding, the full amount which it would have received if no such deduction or withholding had been required. Client will promptly forward to FT copies of official receipts or other evidence showing that the full amount of any such deduction or withholding has been paid over to the relevant taxation or other authority.
4. WARRANTIES AND INDEMNITY
4.1 Each party warrants and represents to the other that it is entitled to and has the necessary authority to enter into this Agreement and to perform the obligations imposed on it under this Agreement.
4.2 FT warrants and represents to Client that it has the right to grant the right to allow the Client to access and use the Products in accordance with this Agreement; and it will use reasonable care and skill in its provision of the Products to Client under this Agreement.
4.3 Client warrants and represents to FT that it has the right to grant the licences granted under this Agreement.
4.4 Subject always to Client complying with the obligations and restrictions set out in this Agreement, FT agrees to indemnify Client against any damages (including reasonable legal costs) which may be awarded by a court of competent jurisdiction against Clien t or may be agreed to be paid to any third party, in each case in respect of any claim that Client’s use of the Products or Content in accordance with the terms of this Agreement infringes the IPRs of such third party (such claim, a “ Content TPC”), provided that: (a) Client gives notice to FT of such Content TPC promptly on becoming aware of it and does not at any time admit liability or otherwise attempt to settle or compromise such Content TPC without FT’s prior written consent; (b) FT will have sole cond uct of the defence or compromise of any Content TPC and as between FT and Client will have the sole right to any costs and damages awarded as a result; and (c) Client acts in accordance with the reasonable instructions of FT (including at FT’s request promptly removing, deleting or destroying any copies of the Content in its control or possession) and provides FT with such assistance as it will reasonably require, at FT’s reasonable cost, in respect of the conduct of such defence or compromise.
4.5 For Products subject to clauses 12 and/or 13: To the extent permitted by applicable law and s ubject always to FT complying with the obligations and restrictions set out in this Agreement, Client agrees to indemnify FT against any damages (including reasonable legal costs) which may be awarded by a court of competent jurisdiction against FT or may be agreed to be paid to any third party, in each case in respect of any claim that FT’s use of any Client Content in accordance with the terms of this Agreement infringes the IPRs of such third party (such claim, a “ Client Content TPC”), provided that: (a) FT gives notice to Client of such Client Content TPC promptly on becoming aware of it and does not at any time admit liability or otherwise attempt to settle or compromise such Client Content TPC without Client’s prior written consent; (b) Client will have sole conduct of the defence or compromise of any Client Content TPC and as between FT and Client will have the sole right to any costs and damages awarded as a result; and (c) FT acts in accordance with the reasonable instructions of Client (including at Client’s request promptly removing, deleting or destroying any copies of the Client Content in its control or possession) and provides Client with such assistance as it will reasonably require, at Client’s reasonable cost, in respect of the conduct of such defence or compromise.
5. CONFIDENTIALITY AND DATA PROTECTION
5.1 Each party will keep confidential all information (written or oral) concerning the business and affairs of the other that it will have obtained or received as a result of the discussion leading up to the entering into, or during the performance of, this Ag reement (“Confidential Information ”) save that which is:
(a) already in its possession other than as a result of a breach of this clause 5.1. (b) in the public domain other than as a result of a breach of this clause 5;
EXHIBIT B
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(c) required by a government body, a court of competent jurisdiction, or otherwise by law to be disclosed; or
(d) (in respect of information concerning the business or affairs of Client) is acquired by members of FT’s newsgathering or news dissemination operations by persons who are not provided with access to the Confidential Information pursuant to the terms of this Agreement.
5.2 To the extent that each Party processes any personal data of any staff of the Client who access the Products in relation to this Agreement, it does so as a data controller and shall comply with all applicable Data Protection Laws, including maintaining app ropriate technical and organisational measures to prevent the accidental, unauthorised or unlawful processing, destruction, loss, damage or disclosure of personal data processed by it.
5.3 Each of the parties undertakes to the other to take all such steps as will from time to time be necessary to ensure compliance with the provisions of this clause 5 by its employees, agents and sub-contractors.
6. TERM AND TERMINATION
6.1 This Agreement will continue for the Subscription Period, unless terminated earlier in accordance with its terms.
6.2 Either party may terminate this Agreement (or, at that party’s option, any relevant Product) immediately by notice to the other party if:
(a) the other party commits any material breach of this Agreement and, where the breach is capable of remedy, fails to remedy the breach within 14 days after being notified of it; or (b) the other party: (a) has a change of Control, (b) is dissolved, or ( c) ceases to carry on its business, or (d) has a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets, or ( e) passes a resolution for its winding up, or ( f) becomes the subject of an administration order or liquidation order or similar order from a court of competent jurisdiction, ( g) enters into any voluntary arrangement with its creditors, or ( h) or becomes unable to pay its debts as they fall due, or (i) is the subject of any analogous event in any jurisdiction;
(c) the other party (or any of its shareholders or directors) becomes subject to any Sanction, or continuation of this Agreement would (in the reasonable opinion of FT) expose FT or any of its affiliated companies to any Sanction, where “Sanction” means any sa nction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom, Hong Kong or United States of America.
6.3 Where FT has the right to terminate this Agreement or to issue a notification of breach it may at its discretion elect by notice to suspend its provision of any relevant Product to the Client or the relevant User(s) until FT, in its reasonable opinion, is satisfied that the breach is remedied or until FT exercises its right to terminate the Agreement or any relevant Product. The suspension will not affect Client’s payment obligations.
6.4 Any termination of this Agreement is without prejudice to any other rights or remedies a party may be entitled to under this Agreement or at law.
6.5 The expiry or termination of this Agreement, or of any Product, will be without prejudice to any accrued rights under it, including FT’s right to receive payment of all Fees.
6.6 On the termination or expiry of the Agreement:
(a) Client’s and its Users’ rights to access the Products and use Content shall immediately cease; (b) Client shall notify its Users that they are no longer entitled to access or use the Products and the Content; and
(c) Client shall promptly delete all copies of Content and any confidential information of FT that it has stored on its systems, and if requested to do so by FT, Client will certify in writing to FT its compliance with this clause.
6.7 The provisions of this Agreement that by their nature and content, must survive the completion, rescission or expiration of this Agreement, will survive, including clauses 1, 2, 3, 4.4, 5, 6.5, 6.6, 7, 9, 10, 11, 12, and 13.
EXHIBIT B
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7. LIABILITY
7.1 Except as expressly provided in this Agreement and to the extent permitted by law, no warranty, condition, representation or undertaking, express or implied, statutory or otherwise, is given or assumed by either party and all such warranties, conditions, r epresentations and undertakings are excluded.
7.2 Content is provided “as is” and is only for general information and use. It is not intended to address particular requirements and does not constitute any form of advice, recommendation or representation by FT. Content may have ceased to be current at t he time it is received.
7.3 The Products may contain hyperlinks or references to third party websites and third party products or services. This is not an endorsement, and FT accepts no legal responsibility for any products, content, material or information contained in such third party products or services. Client’s use of any third party site may be governed by the terms and conditions of that third party site, and any agreements, transactions or other arrangements made between the Client and any third party is at Client’s own responsibility and risk.
7.4 Excluding Client’s payment obligations:
(a) neither party will have any liability to the other for any indirect, special, incidental or consequential loss or damage of any kind whatsoever, including any such loss of profits, loss of revenue, anticipated savings, loss of business or loss of data; and (b) the total aggregate liability of each party under or in relation to this Agreement within any contract year (meaning any 12 month period commencing on the date of this Agreement or any anniversary of it) shall not exceed 150% of the total Fees payable duri ng the contract year in which the breaches occurred.
7.5 Nothing in this Agreement will limit or exclude the liability:
(a) of either party for death or personal injury caused by that party’s negligence; (b) of either party for fraud or for fraudulent misrepresentation; (c) of the Client for any infringement or misuse of FT’s IPRs; or (d) of either party for any other matters for which it would be unlawful to exclude or limit liability.
8. FORCE MAJEURE
8.1 Neither party will be in breach of this Agreement or liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay arises from or is attributable to any circumstances beyond its reasonable control (other t han lack of funds on the part of Client) (“ Force Majeure Event ”). If the Force Majeure Event continues for at least thirty days, either party will be entitled to terminate this Agreement by notice in writing to the other.
9. GENERAL
9.1 If either party delays or fails to exercise any right or remedy under this Agreement, it will not have waived that right or remedy.
9.2 This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. Nothing in this clause 9.2 will limit or exclude any liability for fraud.
9.3 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
9.4 If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
9.5 A person who is not a party to this Agreement will not have any rights under or in connection with it.
9.6 No provision of this Agreement may be amended, modified, discharged or terminated other than by the express written agreement of the parties.
EXHIBIT B
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9.7 Any notice given under or in connection with this Agreement will be made in writing and sent for the attention of the other party’s Relationship Manager to the address of the other party as set out on the Order, and in the case of a breach or termination n otice sent by Client shall be copied to [email protected]. Such notice must be delivered by hand, recorded delivery, courier or email and will be deemed to have been received, if delivered by hand, at the time and date of delivery; if sent by recorded delivery or courier, upon the date of receipt (as evidenced by signature); and if sent by email, at the time of transmission. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
9.8 This Agreement may be signed in counterparts each of which once signed will be deemed to be an original of this Agreement. Signed copies of this Agreement sent as a PDF by email will be deemed to be originals of this Agreement.
9.9 Client may not assign at law or in equity its rights under this Agreement or subcontract any of its duties or obligations under this Agreement without the prior written consent of FT.
9.10 This Agreement will be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.
10. ADDITIONAL TERMS FOR DATABASE PRODUCTS
10.1 The additional provisions of this clause 10 only apply to the following Database Products: fDi Markets, fDi Benchmark, InvestmentFlow, IncentivesFlow, fDi Markets Library, Incentive sFlow Library and InvestmentFlow Library.
10.2 For the purposes of this clause 10:
(a) “Abstract” means a non-verbatim summary of an Extract or Extracts ; (b) “Extract” means any data or information from the Database Product; (c) "IPA” means an entity who is a member of the World Association of Investment Promotion Agencies and/or is directly or indirectly owned or controlled by a government body or agency (or any other type of public or state -owned authority) and whose purpose involve s investment promotion or economic development activities; and
(d) “Substitute” means a database, work, product or service that could: (i) reduce the need for Client or third parties to purchase Database subscriptions or other rights to use FT Content directly from FT; or (ii) create revenues from the Content to the detriment of FT’s own ability to generate revenues from the Content .
10.3 Client and its Users may only use the Products:
(a) to undertake research and generate search results;
(b) to download search results on a non -systematic basis to the Client’s own systems, provided that this does not: (i) exceed the download limits set out in the Order; or (ii) create a Substitute; (c) to print hard copies of the search results only for Client’s internal purposes and not to be transferred, distributed, sold, or otherwise made available to any person outside of Client’s organisation;
(d) to include Extracts and Abstracts on a non -systematic and infrequent basis in works produced by Client or User with reasonable skill and care for redistribution provided that such Extracts or Abstracts are not: (i) the main subject or focus of such works; and/or (ii) a potential Substitute; (e) Client shall ensure persons to whom Extracts or Abstracts are made available, are made aware that such Extracts or Abstracts may not be copied, redistributed or modified in any way and the following wording shall appear immediately below each publication:
1. of an Extract “Source: [Name of relevant Product], a service from The Financial Times Ltd. [Year]. All Rights Reserved.”; and
2. of an Abstract “This summary was produced by [Client name] using data provided by [Name of relevant Product].”
(f) for IPA clients only when using the fDi Benchmark, distribute (in hard copy or by email) reports produced by Users through the fDi Benchmark report function tool to potential investors, provided that (i) the attribution and disclaimer wording contained in such reports is not removed or modified, and (ii) the information and data within the report is not altered or modified by Client, other than as permitted by the functionality of the Product; or (g) to refer to the applicable Product as a source in press statements.
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10.4 Client must inform FT if any proposed User is a third -party consultant providing services to the Client.
Where FT agrees that such consultant may be a User, the Client must ensure tha t the consultant only uses the Product for the purpose of providing services to Client and only downloads and stores Content on Client’s own systems. FT may withdraw its consent to such consultant being a User at any time, in which case Client shall procure that the consultant no longer has access to any Content and shall if requested by FT procure that the consultant confirms in writing to FT that the consultant no longer has access to Content.
10.5 For the purposes of the fDi Markets Library, the IncentivesFlow Librar y and the InvestmentFlow Library Products only:
Only individuals working or studying within Client organisation who have an email address with the email domain specified in the Order shall be a permitted User. Client shall not permit any self-employed contractors or consultants to access the Products wi thout the prior written consent of FT. Client shall provide FT with a schedule of IP addresses to facilitate User access to the applicable Database. Client acknowledges that Users will not be able to save search results. Access to the Product at any one time shall be limited to the maximum number of Users stated in the Order. Additional Users will be placed in a queuing system until access becomes available.
10.6 To the fullest extent permitted by law, we expressly prohibit any use of our Content (including any associated metadata) in any manner for any machine learning and/or artificial intelligence purposes, including without limitation for the purposes of traini ng or development of artificial intelligence technologies or tools or machine learning language models, or otherwise for the purposes of using or in connection with the use of such technologies, tools or models to generate any data or content and/or to synthesize or combine with any other data or content. We reserve all rights to license any use of our Content for any such purposes.
11. ADDITIONAL TERMS FOR FT INSTITUTE PRODUCT
11.1 The additional provisions of this clause 11 only apply to the FT Institute Product.
11.2 Client shall only enable use of the Product and any related training materials by Client’s own staff with an email address using the domain name set out in the Order.
11.3 In order to receive a certificate for achieving the FT ‘Certificate of Excellent in Foreign Direct Investment and Investment Promotion (CEFDI)” each User must successfully complete all applicable CEFDI training modules to the satisfaction of FT. CEFDI cert ificates are automatically generated by the FT Institute e-learning platform.
12. ADDITIONAL TERMS FOR AMPLIFY AND INVESTMENTMAP PRODUCTS
12.1 The additional provisions of this clause 12 only apply to the Amplify and InvestmentMap Products and, where applicable, to Zoomprospector and Zoomtour Products as set out in clause
13.15. 12.2 Client is responsible for all use of any application that is owned, licensed, obtained or used by Client in connection with the Product, including any third party application as may be suggested by FT from time to time (a "Non-FT Application "). Client must ensure that all such use is in accordance with any supplier terms, and that any licence is sufficient to permit use by FT for the purposes of this Agreement. Client agrees that FT may permit the Non -FT Application to access the Client's ac count and Client Content to allow for any intended interoperability with the Product. Client acknowledges that the use of any Non-FT Application is at Client's risk and expense, that FT does not warrant or support any Non-FT Applications, and that FT is not responsible or liable to Client for any Non-FT Application, its interoperability with the Product, or any activity relating to the Non -FT Application (including liability for any disclosure, modification or deletion of any Client Content or other data as a result of the use of any Non-FT Application). FT may at any time temporarily or permanently disable or require Client to cease using any Non -FT Application if in FT's reasonable opinion such use breaches or is likely to breach this Agreement, poses a threat to the security of the Product or FT's systems, or otherwise damages or is likely to damage the Product or FT's systems. Client acknowledges that FT will not be liable or provide any refund, credit, or other compensation for any unavailability or deterioration of any Product features as a result of any withdrawal, unavailability or performance of any Non-FT Application for any reason, including where the Non -FT Application is suspended or disabled by FT.
EXHIBIT B
Docusign Envelope ID: 2ED2FE77-6A09-89D2-800D-2CFC676543D9 8 Version 08 May 2025
12.3 Client shall not frame or mirror any part of the Product or Content, other than framing on Client’s own intranets or otherwise for Client’s own internal business purposes;
12.4 To the extent that the Client Content includes any Personal Data or the Product processes user or visitor Personal Data for which FT is a processor for the purposes of fulfilling it s obligations under this Agreement (“Client Personal Data”) FT shall:
(a) process Client Personal Data only for the purpose of the provision of the Services in accordance with the Agreement, and not retain, use, disclose or process Client Personal Data for any other purpose;
(b) comply with all obligations imposed on processors by Data Protection Laws; (c) provide reasonable assistance to Client without undue delay in fulfilling any obligation under Data Protection Laws to respond to requests by data subjects (including data subject access requests and deletion requests), subject always to Client’s payment o f FT’s reasonable costs of doing so;
(d) provide reasonable cooperation to Client in connection with any data protection impact assessment or consultations with regulatory authorities that may be required in accordance with Data Protection Laws, in each case subject always to Client’s payment of FT’s reasonable costs of doing so;
(e) use appropriate technical and organisational measures when processing Personal Data to ensure a level of security appropriate to the risk involved; (f) to the extent permitted by applicable law, notify Client as soon as reasonably practicable (and in any event within 72 hours) after becoming aware of any breach of security leading to the accidental or unlawful destruction, loss or unauthorised disclosure of Client Personal Data, and provide reasonable details and updates on the same; and (g) if requested, provide Client with information necessary to demonstrate FT’s compliance with obligations under Data Protection Laws and this Addendum, and if Client reasonably considers that such information is insufficient, allow for audits at Client’s rea sonable request at FT’s premises provided always that such audits are on reasonable notice, conducted during FT’s normal business hours by appropriate individuals solely to the extent necessary to check FT’s compliance with such obligations, subject to app ropriate confidentiality provisions, and limited to once a year (except in the event of a personal data breach) and during business hours.
12.5 Client agrees that FT may engage subprocessors to process Client Personal Data for the purposes of the Agreement (if required). FT will not engage a subprocessor for such purposes without informing Client in advance of the identity of such subprocessor. Client may object to FT's appointment or replacement of a sub -processor prior to its appointment or replacement, provided such objection is in writing and based on reasonable grounds relating to data protection. In such an event, the parties agree to discuss commercially reasonable alternative solutions in good faith. If the parties cannot reach a resolution within ninety (90) days from the date of FT’s receipt of Client’s written objection, Client may discontinue the use of the affected Services by providi ng written notice to FT. Such discontinuation will be without prejudice to any fees incurred by Client prior to the discontinuation of the affected Services.
If no objection has been raised prior to FT replacing or appointing a new sub -processor, FT will d eem Client to have authorized the new sub -processor. FT will ensure that any subprocessor is bound by obligations no less onerous than those set out in this clause 12.5.
12.6 To the extent CCPA is applicable to any Client Personal Data processed by FT under the Agreement, FT acknowledges that it acts as a service provider, and FT shall not: (a) sell Client Personal Data; (b) retain, use, or disclose Client Personal Data for any purpose other than the specific purpose of performing the Services in accordance with the Agreement; (c) retain, use, or disclose Client Personal Data for a commercial purpose other than providing the Services in accordance with the Agreement; or (d) retain, use, or disclose the information outside of the direct business relationship between FT and Client. FT certifies that it understands and will comply with the responsibilities and restrictions imposed by this clause 12.6 and by the CCPA.
12.7 Client shall comply with Data Protection Laws in its use of the Services and its own processing of Client Personal Data and ensure that it has, and will continue to have, the right to transfer, or provide access to, Client Personal Data to FT for processin g in accordance with the terms of the Agreement and this clause 12.7.
EXHIBIT B
Docusign Envelope ID: 2ED2FE77-6A09-89D2-800D-2CFC676543D9 9 Version 08 May 2025
12.8 On termination of the Agreement, howsoever caused, FT will (a) immediately cease processing the Client Personal Data; (b) for a period of 30 days from termination (or such other period agreed by FT in writing), make the Client Personal Data available for downloading by the Client in .csv format and attachments in their native format (to the extent Client has not deleted such data) ; and (c) following such 30 day period, irrevocably delete the Client Personal Data.
13. ADDITIONAL TERMS FOR ZOOMPROSPECTOR AND ZOOMTOUR PRODUCTS
13.1 The additional provisions of this clause 13 only apply to the ZoomProspector and ZoomTour, Products.
13.2 For the purposes of this clause 13:
(a) “Administration Interface” means the interface provided for Client to manage Client Site. (b) “Administrator Login” means any Login giving the User administration -level privileges to Client Site.
(c) “Client Site” means a web -based application providing the functionality set out in the Documentation, as updated by FT from time to time and as may be customized by FT through any Customization Services provided in accordance with these Product Terms. (d) “Custom Domain” means any domain used for Client Site, other than the Principal Domain. (e) “Customization Services” means the customization services (if any) specified in the Order and in respect of which these Product Terms apply.
(f) “Documentation” means the documentation for the Client Site as made available by FT to the Client.
(g) “Go-Live Date” means the date when FT notifies the Client that the Client Site is publicly available at the Principal Domain.
(h) “Login” means the unique access credentials (user name and password or as otherwise specified by FT from time to time) for each User.
(i) “Principal Domain” means the principal domain (being a subdomain of the zoomprospector.com domain) at which FT hosts Client Site. (j) “Services” means the Client Site, maintenance, and making available the Client Site (including the Administration Interface) as set out in the Order, and where expressly provided for in the Order, Customization Services by FT.
(k) “Software” means FT’s proprietary software which forms the basis for Client Site. (l) “Target Go-Live Date” means the non-binding target Go-Live Date as set out in the Order. (m) “Third Party Content ” means data sourced by FT from a third party and incorporated into or made available through the Client Site.
13.3 Nothing in this Agreement entitles Client to actual possession of the Software or Client Site. Client acknowledges and agrees that use of the Software and Client Site is provided on an application services basis only.
13.4 Any changes or additions to the Services required by Client shall be subject to the written agreement of FT and subject to payment of any agreed additional fees and expenses.
13.5 Client shall not obscure any legal or regulatory notices or links to legal or regulatory notices incorporated into the Client Site (including where Client Site is embedded within another website).
13.6 Where the Order includes Customization Service:
(a) FT will carry out the Customization Services to prepare Client Site for launch; (b) Once Client Site is ready, FT will notify Client, giving instructions on how Client Site can be accessed; and
(c) Client acknowledges that any Target Go -Live Date set out in the Order is an estimate only. FT will use reasonable endeavours to ensure that the Go-Live Date is no later than the Target Go- Live Date, but Client acknowledges that this is dependent upon Clien t meeting its own obligations under this Agreement and may be affected by other factors beyond FT’s control.
13.7 With effect from the Go -Live Date, FT will use commercially reasonable efforts to make Client Site available and online for at least 99% of each calendar month. Client agrees and understands that the following will not be taken into account when measuring FT’s performance against that targe t:
(a) routine scheduled maintenance by FT or its internet provider or hosting facility;
EXHIBIT B
Docusign Envelope ID: 2ED2FE77-6A09-89D2-800D-2CFC676543D9 10 Version 08 May 2025
(b) Client’s loss of connectivity to Client Site due to reasons which are beyond FT’s control, such as problems with Client’s own network and/or computers or with any internet infrastructure; or (c) a Force Majeure Event (as defined at clause 8 of the General Subscription Terms).
13.8 Where Client and FT agree to use of a Custom Domain, then the Custom Domain will map to the Principal Domain, so that end users of Client Site access Client Site at the Custom Domain and the Principal Domain redirects to the Custom Domain.
13.9 Any Custom Domain is subject to FT’s approval (not to be unreasonably withheld) and must not be misleading, infringe the IPRs of any third party; or incorporate any of the trade marks of FT, its affiliates, or its licensors.
13.10 Except as agreed in writing by FT, all Custom Domains will be registered in the name of FT and belong to FT. Any change to a Custom Domain may be subject to additional charges at FT’s standard rates.
13.11 FT will issue up to five (5) Administrator Logins to Client, which gives the User full access to Client Site and the Administration Interface, including the ability to add or delete Client Content without restriction and to add or delete Users or Logins. Each Login will have varying privileges and access rights as specified in the Documentation. Client is responsible for all activity that takes place under each Login, and it is Client’s responsibility to ensure that each Login is kept secure and not shared by more than one individual. Each User may be req uired to agree to FT’s individual user terms and privacy policy in order to access Client Site using their Login.
13.12 Client grants (and will ensure that all Users who upload Client Content grant) to FT a worldwide, perpetual, irrevocable, royalty -free licence to copy, distribute, make available, modify, perform and otherwise use Client Content for the purposes of providi ng the Services and making Client Content available through the ZoomProspector and ZoomTour Products and other ZoomProspector sites managed and/or provided by FT.
13.13 Client is solely responsible for any Client Content uploaded to or otherwise made available through the Client Site. Client must ensure that all Users are made aware of the terms on which Client Content is uploaded and used.
13.14 In this clause, " Website Visitor Tracking Software" means a third -party software component using reverse DNS lookup from IP address data to identify and provide Client with the corporate entities associated with visitors to the Client Site . On Client’s instruction, FT will incorporate Website Visitor Tracking Software into the Client Site , providing such details of the current Website Visitor Tracking Software as Client may reasonably request . Client will be the data controller in relation to any data processing via the Website Visitor Tracking Software and will ensure such processing complies with all applicable laws relating to data protection, privacy and direct marketing. Client will promptly confirm in writing to FT any specific information or materials (such as links to the Client’s Privacy Policy or cookie- banner wording) that must be incorporated into the Client site to ensure compliance. The cost of installing the Website Visitor Tracking Software is included in the Fees, but if Client purchases any additional services from the provider of the Website Visitor Tracking Software, Client shall be responsible for all associated fees. FT will have no responsibility or liability in relation to those additional services or the performance of the Website Visi tor Tracking Software and any data provided by it.
13.15 To the extent that FT acts as a processor for the purpose of fulfilling its obligations in respect of the Services, clauses 12.4 to 12.8 will apply and references to “Client Personal Data” shall be taken to be any personal data obtained relating to visitor s to the Client Site.
14. VERSION
14.1 The version of the Subscription Terms posted at the time of Client’s signature of the Agreement will be the only version that applies until the termination of the Agreement.
14.2 FT may at any time update or amend the Subscription Terms by posting a new version of the relevant terms. However, any changes will not apply to any existing Agreements . Previous versions of the Subscription Terms will continue to be made available at https://legal.ft.com/ftspecialist/subscription - terms.
14.3 The current version of these Subscription Terms was posted on 23 February 2026.
EXHIBIT B
Docusign Envelope ID: 2ED2FE77-6A09-89D2-800D-2CFC676543D9 Certificate Of Completion
Envelope Id: 2ED2FE77-6A09-89D2-800D-2CFC676543D9
Status: Completed
Subject: Complete with Docusign: GIS Planning Inc - TS Agmt - FINAL.pdf Source Envelope:
Document Pages: 13
Signatures: 2
Envelope Originator:
Certificate Pages: 5
Initials: 0
City Clerk's Office
AutoNav: Enabled
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Time Zone: (UTC-08:00) Pacific Time (US & Canada)
[email protected]
IP Address: 174.46.226.5
Record Tracking
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6/16/2026 12:45:27 PM
Holder: City Clerk's Office
[email protected]
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Jeff Suneson
[email protected]
Director of Client Services
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Viewed: 6/23/2026 4:45:41 PM
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ID: 3f56b730-8a8c-4c05-99c4-f1b9fd45d89a
Gregory Pronovost
[email protected]
Technology Services Director
City of Bakersfield, Technology Services Department
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 174.46.226.5
Sent: 6/23/2026 4:46:27 PM
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Bakersfield (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.
Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
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At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.
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If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/28/2022 10:51:05 AM Parties agreed to: Jeff Suneson, Gregory Pronovost
Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.
How to contact City of Bakersfield:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:
To contact us by email send messages to: [email protected]
To advise City of Bakersfield of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your account preferences.
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To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Bakersfield
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..
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The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
Until or unless you notify City of Bakersfield as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Bakersfield during the course of your relationship with City of Bakersfield.