GIS DATA RESOURCES, INC. 1B - 2009

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1NSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL nATF: SECOND AMENDMENT TO AGREEMENT A-2009-001 THIS SECOND AMENDMENT TO AGREEMENT is entered into on January 5, 20091, by and between GIS Data Resources, a California corporation ("GDR") and the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"). RECITALS: A. The parties entered into Agreement #A-2007-044, dated January 26, 2007, (hereinafter "said Agreement") by which GDR has provided maintenance and support of the GIS data tracking software containing the public safety geofile. B. In accordance with the terms and conditions of said Agreement, the parties wish to extend the term of said agreement and increase compensation to provide maintenance and support during the extended term. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this Second Amendment to Agreement, the parties agree as follows: Section 1, "Definitions", shall be amended to add a paragraph (f), which shall read in full as follows: "(f) State Government Rights. If Licensee is an agency, department, or other entity of any State government, the United States Government or any other public entity or funded in whole or in part by the United States Government, then Licensee hereby agrees to protect the SAFD Address Points Geofile (hereinafter "the Products") from public disclosure and to consider the Products exempt from any statute, law, regulation, or code, including any Sunshine Act, Public Records Act, Freedom of Information Act, or equivalent, which permits public access and/or reproduction or use of the Products. In the event that such exemption is challenged under any such laws, this Agreement shall be considered breached and any and all right to retain any copies or to use of the Products shall be terminated and considered immediately null and void. Any copies of the Products held by Licensee shall immediately be returned to GDR." 2. Section 2 (a) shall be amended to state that the compensation for maintenance and support of the GIS data tracking software shall not exceed $70,000, annually. If the City Council fails to allocate funds for the software maintenance and support in the annual Santa Ana Fire Department budget, said Agreement shall terminate at the conclusion of the term and shall not automatically renew for another one-year term.