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1NSURANCr ,~ . ~,T N-2008-030 <br />REQUIREp Your COPY <br />~~`'~~`~ `YPROCEED <br />CLcF"` ~~ COUNCIL <br />DATE ~ ___. <br />MAR ~ G 20~GREEMENT BETWEEN THE ORANGE COUNTY FIRE AUTHORITY AND <br />`-AFI~ ~~1, PARTICIPANT IN THE ORANGE COUNTY REGIONAL PUBLIC SAFETY GIS <br />~ ~"` ~ ~ m COOPERATIVE FOR USE OF LICENSE AGREEMENTS AND COST SHARING <br />This Agreement ("Agreement") is made and entered into by and between the <br />Orange County Fire Authority ("OCFA"), a California Joint Powers Authority, and The <br />City of Santa Ana Fire Department, Participant in the Orange County Regional Public <br />Safety Geographic Information System ("GIS") Cooperative ("Participant") as of <br />February 1, 2008. <br />._- <br />RECITALS <br />A. WHEREAS, the Orange County Fire Chiefs Association designated OCFA <br />as the managing agency for the countywide shared GIS System that OCFA has created <br />with grant funding; and <br />B. WHEREAS, the GIS System was created in part using information <br />obtained from separate license agreements, which agreements are entered into <br />between OCFA and the license holder; and <br />C. WHEREAS, Participant will be permitted to use the GIS System including <br />the information obtained through the license agreements. <br />NOW THEREFORE, for good and sufficient consideration, as set forth below, the <br />parties agree as follows: <br />The recitals set forth above are incorporated herein by this reference. <br />2. In exchange for permitting Participant to use the information obtained from <br />license agreements that OCFA has entered into with license holders, which agreements <br />are incorporated herein by reference, as part of the countywide GIS System, and which <br />..: .-~- are listed in .Exhibit. A_ to this Agreement...Participant,-~~including each of its agents, <br />officers, employees, and representatives, agrees to comply with all terms of each of the <br />license agreements with the license holders listed in Exhibit A, the terms of which are <br />incorporated herein by reference. <br />A. Participant agrees to maintain the confidentiality of the GIS System, <br />and may not disclose the GIS System, or any component thereof, except as <br />expressly permitted by the terms of the license agreements referenced in Exhibit <br />A. <br />3. In further consideration for the use of the GIS System, Participant agrees <br />that if Participant or any of its agents, officers, employees, or representatives violates <br />the terms of any of the license agreements with the vendors referenced in Exhibit A , it <br />shall defend and indemnify OCFA, its officers, board members, employees and agents, <br />against any and all liability, claims;-and causes of action for a breach of any or all of the <br />