ORANGE COUNTY DATAORANGE COUNCIL OG GOVERNMENTS AND SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS

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3. Data Delivery When possible, the digital data will be provided electronically through the online platform hosted by Pictometry or through File Transfer Protocol (FTP) by SCAG. Alternatively, upon request turd receipt of a hard drive from the Local Agency, the digital imagery data will be provided by SCAG on such hard drive within 30 days of receipt by SCAG, subject to any use restrictions set forth in the agreement between SCAG and Pictometry or the LAC Agreement. 4. InvoicinePayment OCCOG, on behalf of SCAG, will submit an invoice to the Local Agency for $5,000 as payment for Cycle I Digital Aerial Data, The Local Agency will submit payment to OCCOG within 30 days. This will be a line item invoice for those agencies that also receive an annual invoice for OCCOG dues (for OCCOG member agencies) and CDR fees. OCCOG shall invoice the Parties in July 2020.00COG will remit collected payments to SCAG within threemonths of invoicing Parties. In the event payment is not received by OCCOG from the Local Agency, the Local Agency will be denied access to the online data platform and will not receive copies of the data from SCAG. The parties fiutherunderstand and acknowledge that if SCAG does not proceed to approve the SCAG Agreement, this Agreement shall be deemed null and void and the parties will have no fiuther obligations. 5, Disclosure of Information The Local Agency may distribute the Digital Aerial Data to its subcontractors or consultants on projects that are outsourced from its own operations, The Local Agency shall require each subcontractor or consultant to whom the Digital Aerial Data is transferred or distributed to execute a written acknowledgement and agreememprovided as Attachment B, Orange County Data Acquisition Partnership (OCDAP) Audtorized User Confidentiality and Non -Disclosure Agreement, attached hereto and incorporated herein by this reference. 6. Representations and Warranties SCAG warrants that the Digital Aerial Data does not and shall not violate: (a) any applicable law, rule, or regulation ("Laws"); or (b) any contracts with third parties; or (c) any third -party rights in any patent, trademark, copyright, trade secret, or any other proprietary or intellectual property right. SCAG represents that it will identify, obtain and keep current all necessary licenses, approvals, permits and authorizations as may be required from time to time under applicable Laws and third -party contracts with respect to the Digital Aerial Data. SCAG warrants that it has full authority and sufficient right, title, and interest in and to the Digital Aerial Data subject to the terms set forth in the LAC Agreement to grant and convey the rights accorded to the Local Agency under Section 3. The Local Agency warrants that its use, grant, and conveyance of the Digital Aerial Data will not violate any applicable terms set forth in the LAC Agreement. 7. Indemnification SCAG agrees to indemnify and defend the Local Agency and OCCOG against all third -party claims, liabilities, losses, expenses, suits, actions and causes of actions (including reasonable attorneys' fees and legal expenses), fines, penalties, or damages (collectively, the "Liabilities") to the extent such Liabilities arise out of or result from: (a) the negligent acts or omissions, the willful or intentional misconduct of 0CDAPI_ParticipatienAp7mment_tinal_20200630 - CAO signed.dwxPage 3