ORANGE COUNTY DATA ACQUISITION PARTNERSHIP (OCDAP)

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a line item invoice f'or those agencies that also receive an annual invoice for OCCOG dues (for OCCOG member agencies) and CDR tees. OCCOG shall invoice the Parties in July 2022, OCCOG will remit collected payments to the County within three months 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 the County. The parties further understand and acknowledge that if the County does not proceed to approve the County- VendorAgreoment, this Agreement shall be deemed mil and void and the parties will have no furtherobligations, 5. Disclosurcoflnformation The Local Agency may distribute the Digital Aerial Data to its subcontractors, partners, or consultants on projects that are outsourced from its own operations. The Local Agency shall require each subcontractor, partner, or Consultant to whom the Digital Aerial Data Is transferred or distributed to execute a written acknowledgement and agreement provided as Attachment E, Orange County Data Acquisition Partnership (OCDAP) Authorized User Confidentiality and Non -Disclosure Agreement, attached hereto and incorporated herein by this reference. 6. Steering Committee The Steering and Technical Advisory Committee (`.STAC") shall ineetat least six (6) times each year to (1) decide on the, deliverables for each OCDAP Cycle, including geographic coverage, (2) set pricing structure for agency participation, (3) review the status of participation agreement signatures, project deliverables and OCDAP financial status, (4) modify budget and deliverables upon addition or termination of a Party, (5) decide how any surplus will be used, refunded or redistributed if the project ends, (6) provide review and creation of OCDAP documents, (7) facilitate the acquisition and sharing of data, and (8) address other matters vital tothefunction of the OCDAP. The Steering and Technical Advisory Committee will be comprised of staff representing the Parties that contribute at least $20,000 for that cycle, Each Party on Jhe Steering and Technical Advisory Committee will each have one voting member of equal standing and there will be one city representative. The designees from each Party shall be natured by July I of the beginning of the two-year OCDAP cycle. An organization may also designate an individual(s) to serve as an alternate member. The Steering and Technical Advisory Committee chair and vice -chair will be elected for a two-year term. City representatives will be solicited and appointed by the OCCOG TAC. 7. Representations and Warranties 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 Cocmty-VenclorAgreement.. 8, Indemnification OCCOG agrees to indemnify and defend the Local Agency 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 OCCOG or its employees, subcontractors or agents, in the course of providing the Digital Aerial Data; (b) OCCOG's breach of the terms of this Agreement; or (c) any claim that any of Digital Aerial Data provided by OCCOG infringes or misappropriates a third parry's intellectual property rights, 01115.00011759306 1 0CDAP07. 1'articipationAgreenmm_20220823 doer rage 3