|
A-2007-044
<br />INS',I�CtPlf;l Hr,; ;Itr3('if,> ;
<br />i.' isit J; "OUNCI
<br />CST;: oZ/o?k/D%
<br />to
<br />This SERVICE AGREEMENT (" A�greemenY'I dated the 26th day of January, 2007 ("Effective Date")
<br />is between the City of Santa Ana, a charter city and municipal corporation, organized and existing under the
<br />Constitution and laws of the State of California (hereinafter referred to as "Customer"), having its principal
<br />place of business at 20 Civic Center Plaza (M-30), P.O. 1988, Santa Ana, CA 92702 and GIS Data
<br />Resources, Inc., ("GDR"), operating as a Corporation, doing business out of Novato, California, organized
<br />and existing under the laws of the State of California, and having its principal place of business at 8 Digital
<br />Drive, Suite 200, Novato, CA 94949.
<br />GIS Data Resources, Inc.
<br />SERVICE AGREEMENT
<br />Definitions
<br />(a) "Confidential Information" means any information, technical data, know-how or material which
<br />is proprietary to the disclosing party or designated as "confidential" (or with words of similar import), whether
<br />or not owned or developed by the disclosing party, which is not generally known by the receiving party.
<br />Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, the
<br />following types of information, and other information of a similar nature (whether or not reduced to writing or
<br />still in development): designs, concepts, drawings, ideas, inventions, specifications, techniques, discoveries,
<br />models, data, documentation, diagrams, software, source or object code, flow charts, research,
<br />development, processes, procedures, know-how, new product or new technology information,
<br />equipment/product mix and service offerings, manufacturing and distribution sources for equipment/products,
<br />marketing techniques and materials, marketing plans, timetables, strategies and development plans
<br />(including prospective trade names or trademarks), customer names and other information related to a
<br />party's products, pricing policies, and financial information. Without limitation, "Confidential Information" as it
<br />relates to GDR includes certain proprietary and/or licensed software, processes and business activities
<br />relating to the procurement, forecasting, warehousing, delivery, assembly, installation, design, intelligent
<br />mapping, data storage, manipulation, retrieval and tracking, maintenance, repair and testing of
<br />telecommunications equipment and facilities. Confidential Information shall not include information that (i) is
<br />now or later becomes generally known to the public (other than as a result of a breach of this Agreement); (ii)
<br />is independently developed by the receiving party without reliance on or use of the disclosing party's
<br />information; (iii) is already in the possession of the receiving party at the time of (or prior to) the disclosure
<br />thereof by the disclosing party; or (iv) is later published or generally disclosed to the public by the disclosing
<br />party. The receiving party shall bear the burden of showing that any of the foregoing exclusions apply to any
<br />information or materials.
<br />(b) "Deliverable" means any tangible deliverable as defined In the SOW. Deliverables may include
<br />but are not limited to Services, GDR product and/or maintenance.
<br />(c) "Services" mean the work to be performed by GDR or its agents, consultants or subcontractors,
<br />as described in the SOW.
<br />(d) "Specifications" mean the technical description of any relevant Deliverable(s), if any.
<br />(a) "Statement of Work" or "SOW" means the mutually agreeable written project plan for consulting
<br />services attached hereto and incorporated herein as Exhibit A. The SOW may include, but not be limited to,
<br />the Specifications; the schedule, milestone(s) and description of the Deliverable(s) and/or Services; relevant
<br />prerequisites, acceptance tests and criteria, reporting requirements; the location at which Services will be
<br />performed; executive summaries; and any educational or training services provided as part of the SOW.
<br />2. Rates and Payment Schedule.
<br />(a) Customer shall pay GDR for providing the Services according to the rates and payment
<br />schedule set forth in Exhibit B attached hereto and incorporated herein by this reference.
<br />(b) Any sum due GDR hereunder which is not paid when due shall thereafter bear interest until paid
<br />at a rate of 24% per annum, but in no event at a rate greater than that permitted under applicable law.
<br />8 Digital Drive, Suite 200, Novato, CA 94949 • (888) 654-4GDR (4437) • Phone (415) 884-4437 • FAX (415) 884-4407
<br />Rev: 20051006 Page 1 of 12
<br />
|