HomeMy WebLinkAboutORANGE COUNTY FIRE AUTHORITY - 2008 COST SHARINGy�M
ZG�City of S anta Ana v+°V
Clerk of the Council »
- AGREEMENT TERMINATION
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=============================
The agreement with
Nu /x was completed un
and final payment has been made.
Phone/Ext.:
Signature:
Revised 07-23-07
1NSURANCr ,~ . ~,T N-2008-030
REQUIREp Your COPY
~~`'~~`~ `YPROCEED
CLcF"` ~~ COUNCIL
DATE ~ ___.
MAR ~ G 20~GREEMENT BETWEEN THE ORANGE COUNTY FIRE AUTHORITY AND
`-AFI~ ~~1, PARTICIPANT IN THE ORANGE COUNTY REGIONAL PUBLIC SAFETY GIS
~ ~"` ~ ~ m COOPERATIVE FOR USE OF LICENSE AGREEMENTS AND COST SHARING
This Agreement ("Agreement") is made and entered into by and between the
Orange County Fire Authority ("OCFA"), a California Joint Powers Authority, and The
City of Santa Ana Fire Department, Participant in the Orange County Regional Public
Safety Geographic Information System ("GIS") Cooperative ("Participant") as of
February 1, 2008.
._-
RECITALS
A. WHEREAS, the Orange County Fire Chiefs Association designated OCFA
as the managing agency for the countywide shared GIS System that OCFA has created
with grant funding; and
B. WHEREAS, the GIS System was created in part using information
obtained from separate license agreements, which agreements are entered into
between OCFA and the license holder; and
C. WHEREAS, Participant will be permitted to use the GIS System including
the information obtained through the license agreements.
NOW THEREFORE, for good and sufficient consideration, as set forth below, the
parties agree as follows:
The recitals set forth above are incorporated herein by this reference.
2. In exchange for permitting Participant to use the information obtained from
license agreements that OCFA has entered into with license holders, which agreements
are incorporated herein by reference, as part of the countywide GIS System, and which
..: .-~- are listed in .Exhibit. A_ to this Agreement...Participant,-~~including each of its agents,
officers, employees, and representatives, agrees to comply with all terms of each of the
license agreements with the license holders listed in Exhibit A, the terms of which are
incorporated herein by reference.
A. Participant agrees to maintain the confidentiality of the GIS System,
and may not disclose the GIS System, or any component thereof, except as
expressly permitted by the terms of the license agreements referenced in Exhibit
A.
3. In further consideration for the use of the GIS System, Participant agrees
that if Participant or any of its agents, officers, employees, or representatives violates
the terms of any of the license agreements with the vendors referenced in Exhibit A , it
shall defend and indemnify OCFA, its officers, board members, employees and agents,
against any and all liability, claims;-and causes of action for a breach of any or all of the
license agreements referenced in this Agreement caused, in whole or in part, by
Participant.
4. Exhibit A may be updated by OCFA from time to time to include and
exclude license holders. If such updates are made, copies of the updated Exhibit A and
related license agreements will be immediately provided to Participant, .but. no later than.. _..
fifteen calendar days after the update is made, at which time the updated versions of
Exhibit A and the corresponding license agreements will become part of this
Agreement.
5. Participant shall pay OCFA a share of costs for use of licensed data as
listed in Exhibit B attached to this Agreement. OCFA will invoice participant by June 1
each year, and payment shall be due on July 1, payable within 30 days. Exhibit B may
be updated by mutual agreement of the parties, the amended version of which will be
incorporated into this Agreement by reference.
6. This Agreement shall be effective as of the date stated above and shall
continue until June 30, 2013, unless extended by mutual agreement by OCFA and
Participant. Either party may terminate this Agreement by giving 180-days written
notice to the other. In case of termination by Participant, Participant's indemnity
obligations set forth in Paragraph 3 above shall continue to the extent that Participant
continues to use any information obtained from OCFA pursuant to this Agreement.
7. In the event of litigation between the parties to enforce the terms of this
Agreement, each party shall bear its own attorneys' fees, costs and expenses.
IN WITNESSETH HEREOF, the parties hereto have executed this Agreement as
of the date written below:
ORANGE COUNTY FIRE AUTHORITY
a California Joint Powers Authority
Date: ` ,~ 2 ~ l' By:
Chip Prather, Fire Chief
Orange County Fire Authority
APPROVED AS TO FORM:
TERRY C. ANDRUS
GENERAL COUNSEL
By. /~rYt,~
Barbara Raileanu, Esq.
Date:__ 3~3 ~~
ATTEST:
Patricia E. Healy
Clerk of the Council
Date:
City of Santa Ana Fire Department
Marc Martin, Fire Chief
-City of Santa Ana _ ~~..~- ,,:~..-,~~. -.
CITY OF SANTA ANA.
_ ,
DAVID N. REA
City Manager
,~~i' ~'
EXHIBIT A -LICENSE AGREEMENTS
As of February 1, 2008 the following attached license and professional service
agreements are incorporated into this Agreement.
Geoprise Hosting Services Agreement, dated February 19, 2007
Geoprise Software Use License, dated November 26, 2007
Tele Atlas North America, Inc dated December 12, 2006
Digital Globe/AirPhotoUSA with a Summer 2007 final photo date dated October 2, 2007
County of Orange Parcel Data effective date December 5, 2007
City of Santa Ana Fire Department
ORANGE COUNTY FIRE AUTHORITY
Date: 3~ 3~6 ~
By: ~' X~-~hw ~ ~_a~~ -~~ Date: a _ `"~ ~ y ~
Kathy Balla type
Regional GIS Program Contract Administrator
EXHIBIT B -COST SHARING
City of Santa Ana
The City of Santa Ana shall pay the following amounts as their share of costs for the
GIS Cooperative as agreed below.
License Agreement Through June 2008 7/1/08-6/30/09
Geo rise No Cost $1,019.19
TeleAtlas No Cost - $2,914.20
AirPhoto USA No Cost $1,311.39
County of Orange No Cost $3,642.75
ESRI Software No Cost $145.71
Maintenance No Cost $4,060.45
Total No Cost $13,093.69
City of Santa Ana Fire Department
By: ~/VI~J~c- -___. Date: 3~~/d ~''
ORANGE COUNTY FIRE AUTHORITY
BY~ '~' mot/' ~ ~4 avv~, Date: ~-~-1- O
Kathy Ballantyne
Regional GIS Program Contract Administrator
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E i
~-IC~STlNG SERYtCES AGREEMENT
This Agreement is made and entered into this ~_day of ~.~ r by and
betw~eQn the Orange County Fine Authority {OCFA), a municipal corporate n (hereinafter
referred tta a~s "OCFA", and GEDVEC INC. (hereinafter referred to as OEaVEC INC.).
lion 1. E01IEC 1~1C'S ClF3LIGATU~NS
-_ _
1.i Scooe of Worts. C}EOVf`C iNC shall provide software application
hosting services to OCFA for their GeoPrise Address Qata Portal Product; a
YYeb based fuAy tundional Geographic Information System (GIs) application.
f .2 Acres and Usta. Subject th OCFA's oornplisnoe with the terms and
conditions of leis Agreement, GEOV~C !NC Shat provide to OCFA the
services availahie as part of the CeoPrlse hosting service (th® "&ervlce"}. as
part of the Service, GEOVEC INC shall:
7.2.7 host the OCFA Address Data Portal Application and Application
[~atet on servers corrtrolled tyy GEOVEC tNC;
1.2.2 perrnlt users authorized by pGFA (the "Viewers") th atx~$s and
use the applicaton;
1.2.3 periodically backup OCFA Data;
1.2.,4 use reesonat>be efforts to nestare OCFA Data in the event that
the OCFA Data is bst or damaged; and
1.3 Service Level !4®reettnent.
7.3.7 $e y~ fE OCFA experierH~s Service Unavaifabitity in extx~ss ~ _Y-- , .-_ . _
of four (4} hours during a calendar month, OGFA shall qualifjr for a
refund of a portion of the Annual OCi=A Fee as folaows:
1Mar>thy sorvlco tJnavailaAil Relund Option
preelerlhen tbur (~ bolus, but losmlhon eight {8) tlotas 11385 D} the Annul S1,bsal~tion Fee
t9i~mlve ~ hours uet td eight t8y hours. but less than 3l~B5 of the Amud 3Lbsoriptlon Feo
reaoar than or to ~wr 4 houn« .. _ iH2 of the Mra~l Subs ~
GEOPRIt3C hlosfing Sorvcoe Mme{ InItiaIS ,
Page 9 of 9
"Service Unavailability" means s fai~.rrae Of the Service that causes
t3CFA and/or Authorized Users tv be unable th access fife Service in
the mariner contemplated by #his Agreement, and that is verified by
GEdVEC INC. Service Unavailability shall no# include failure as a
result of planned rrrair+lenance, planned upgrades, other planned
outages, probierns with OCFA's or Auttgrized Users' softv+rare,
equipment or facilities, acts ar omissions of the O~CFA or Authorized
Users, lntemet access provider outages yr service internrptions, 1SP
failures or any Foroe Mojeure Ev~ant_
1.3.E fiTefy~d_P_roceas~= To receives a refund, OCFA must firs# notify
GEOV6C INC Customer Support at the time of service unavailat~lity.
The OCFA must se~xrtr~ a written request whin thirt~t {30) days
#QRvwing the £vt:rl# ttlat I ris6 to the refund request. GE(aVEC INC
shad, upon v~etiftcation of iflre service unavailability. issue a refund to
OCI=A within mirt7 (30) days foNowing approval by GE=CVEG INC of a
request for a refund_ -
!.~} Access By Avthr,ril usetta• Access and usQ of the Service by
Authorized Users shat! be subject to terms and conditions of use proroide~d to
GEOVEG INC by OCFA as wen as GEOVEC INCs tarrns and pdnditiorrs of
~, as the same may be nxtdifed from time to tMne. GEOVEC INC shall use .,._
cornmerciaily reasonable efFivrts bo pr+e~uent any third ~Ry, other than
Authorized Users and those of GEOVEC INC's guttcarntractors to whom
GEQVEC ING has sut-coretrac:#ed obliigatiorts under this Agteernent, from
accessing or viewing OCFA Data.
1,~ St~oraaa Space and,Up.~p~a~ipslricfior+s. GE.OVEC INC shall make
available the amount aF storage spade spedfled M the Exhibit A or orderE~ci
from tune to time by oCFA. OCFA a®r+aee to cooperate with GEdVEC 1 NC to
project usage and to provide sut'ficaent warning of artbcip~ated abnormal or
unusual dEmands #or sBruitar_
1.6 T~hnrr~al Supeat *;EOVEC Inc. shall pro'ulde technical support fur
tlhe G1S application including (~ Customer Support Site, (ii) Phone Support
{during GEOVEC INC's normal business hours 9:OD to x:04 P.AA. EST), (iii
Assistance with data upload and initial application configuration.
Section 2. OCFl4'S OBLIGATIONS.
2.1__ __ t,~CFA Qata. .Before upbading- tittY;~OGF~ DQta, OGFA strati ensure. _ .~,_, _. . _
_- -__ .._
-~...
that such OCFA Data is free of major en~ors and viruses, and meets the
project approved technical specifications. OCFA acknowledges that rt is
responsible far maintaining backup Copies of all OCFA Data and agrees that,
although GEOVEC INC shall use reasonable efforts to resfipre the UCFA
Data in the event that the 4CFIr1 Data is lost or damaged, GEOVEC INC will,
CaE0PR13E Fbatpio Sorvice A~eanerd Initials
Page 2 of 9
in rte event, be liable far loss of ar damage to the QCFA Data from arty ~eree
whatsoever.
2.~ l~ernanres al~~ Paagwords. Eadt Authorized User shat! select or be
ass'rgthed a usemame and pssswbrd. The OCFA and its authorized users
shall tie respansble for maintalnirtg the oonfidentiafity of their own
ursemames and pasbvuor+ds. Authorizeed Users shall tae resp~ansible fnr
maintaining the confidentiality of their awn usemames and passwords,. and
fior all uses of Authorized Users' usentames, passwords and accounts.
OCFA agrees to immediately notify GEOVEC iNt/ of any unauttrar¢ed use ar
distribution of OCFA'or Viewer's username, password or account
Z3 Lirrritatiorts on Use. OCFA agrees that neither it nor Authorized
Users shall (i) r+ent, sell, tease or otherwise transfer access to or use of the
Service, (ii) aooess or use the Service in a manner that violates applicable
law, or (ill) violate or attempt t0 v+olate the S+eCUriity Gf the Service by any
m+a#tvd, including, wdhout limitation; accessing -data not Intended l~oc OCFA
or Authorized Users or logging into a server or arcCOUni which Au~ariaed
Users are not authorised to aocc~ss. OCFA shall be liable to GE01lEG 1NC
for any t+gilune tby Authorized Users iQ comply wlttt th® terms of this
Agreement. GEQVEC IhIC reserves the right to suspend Authorized Users'
access to ttte Service or iritrtl6d~ly terrrlanate this Agnaernent in .the event
OCFA or Autharimed Users engage in aGtivitiers that in Gt_OVEC INC's
r+aasonable judgme-rtt present a ss~ecarrity risk to GEOVEC INC, GEOVEC
INC's network or equipmecrt, or its other subscribers or users.
2.4 Internet GortneobyitY. f}CFA acknowledges and agrees that tii) in
order to access and use the Service, OrrFA and Authorized Users must
abtaln Internet ooctrrec:tivity, (ii) such Internet connectivity is not the subject of
this Agreerneni, and (ik) GEOVEC INC shall not be responsible, for, and
maUaes no repnesentatiana or warrantie$ regarding, such Internet conrteci7ivity.
lion S. PAYMENT
~i Fees.. OCFA agrees ba pdy 1hg ie~es attachsad hereto and inopryaarated
herein as Exhmit A, and the fees. f+or any additional services chat OCFA may
order from GE4VEC INC Pram time to time. GEU'VEC !NC shall issue an
invgit79 t0 OCt=A at the br2:gtnrting of the term of this Agreement for the fees
_ _ yea aymer~-ahatl fle due _ _.__ ..
-,- , _: - attrit3utable io the Service-firer the period of one r. R
within thirty (3~) days falbwing neoeiipt of imroioe, but in no event later than
30 days of service ~ctiwation.
3.~. Taxua. pCFA shall pay arty tease, including personal properly taxes or
sates taxes, resufMtg nom use of the Service, other tt~ taxes on GEt31lEC
INC`s income.
oea~r~ ~a 9e~ar Agroment initials ,
Page 3 of 9
Set~.~ti ~ Q1h1N1~RSHIP OF SERYIOE$
4.'! t2MrnershiQ of Srt+rie:es. ~-~ right. tide and interest in and to the
Service, irrduding but not limited >b aY applications, content and tools c~ered
as part ort the Serrrioe other. than QCFA Dena, and the adrrdnistrati++~er
doaunentatiavn shall at ant times remain solely with GEOMEt± iNC and its
Iroensors, and G1=0YEC iNC retains sN iighL~ thereto not axpreasstY granted
in this Agreerrr@nt. OCFA shaA not disasaembie, deoompil8, rev®rse
engineer. Dopy. modify, transcribe, store, transiai~B, sell, lease, or altrerwise~
trarrsitEr or disi>~rte any oornponerrt Of tt-8 Senroe •or the Documentation, in
whole or in part; nnr shah gGFA permit Autftorized Users #O do so, except as
expressly permitted under this Agn>ernent. OrrFA shalt iindude GEOVEC
IAICS pnoprie~ary rwtiioes on aN petmittb9d t~pies ot` the Dccurrrerttation.
Section 5. WARRANTIES
5~1 Use of iDa+ta. iVothing in this Agreement shall in any vray nes#ric~ the
right of the r+eceinring party to use, ar otherwise deal with any
information that () was already known to the receiving party at the time of
disdasure as evidenced by wren documents in the receiving party's
paesession prior b4 dirscbsure; (u) was generally known or available to the
public er Decvmes gsneratty krrtywn or avaNable to the public through r1o
wrongful ad of the receiving Party: (ut) wa8 reoeiMed by the ~~9 l'~h!-
fr~orrr a tltirrJ party who had a legal right to provide it; flr (iv) wars developed
independently of Ia-owlecige of Cor~rdential lrrfoKrr~tion recehred #>y thi6
receiving party from the disclosing party. Nothing in this Agr+cement shaii
Qrevent a receiving party fr+orn disdosinp inforrnadon ss may be required by
law.
5.2 OCFA Warrarnties. OCFA represents and warrants that (i) the OCFA
Data does not infringe any third party trade sec~+ets, patents. t5opyrighls,
trademarks, know-how or other irrtefleduai property rigtt~s under the laws of
any govemmenlal authority, domeedc or foreign, or contain any material or
information that is obeoerne, defamatory, libelous, slanderous. that violates
any personal right of pubricity or privacy, or that wit) result in any tat, injury,
darr~ge or harm to any person, and (ii)it has the full and srnt right and
authority to enbor into tt-fa Agreement.
3.3 GEQVEG INC Warr~rties_ GEOYEC INC represents 8nd vvarsants
Glat (i) it is the owner or an arrthori~ed Crc:ensee of the Serviiee, indudin~g aH
~:,;~_~„~, .Mr..,.~~ m ,..:,_ _ .....: . .. ... . intellectual.. pnoperttr--rights-tl>erein;~ and- (ii):; it-: has:aty; fiaU -artd:~tffk~errt:•t~ht .,.- .,. „-, .. _ _
and authority to enter into thin A®reament.
5.4 Lim,_,_ltatlons_ Excep# z;19 s8t forth in section 1.3 of this sgr~eemen#,
GEQV~C IItIC disclaims alt warrahfies rggatding the tcervioe and the
documentation, ~eucpress a implied, lncJ~lr~, Mrittrout limitation. any
GEflPFa6E hloe6g SeMoc~lOroancm InitlalS ~Y_
Page 4 of 9
warranties of r»@r+charrtal~ity, frtness for arty particular purpose or non-
infringement GEOVEG INC does not warrant that the service Or the
doctmtentatlon will tie free oli viruses or errors. In no event shad either party
be liable for any fast ar anticipated, ptott~, or any madenb~ I, exemplary,
speccial, reiianc~e or corsegiiential darnages,~ regartlle~ of whether it wee
advised of the possibltky ofi such damages. CEDVEC thlC'g liability far
service unava~-ab~ityy shah be tfie re#unds provided under section 1.3.
Section 6. TERllri AND T_ERA~INATION
6.1 Term. This Agreement ~shaN be e#tectiae ag o~F the Ettectiv8 Dstte and
shah continue in fWf force and effect ~s1ti1 ierminated by either party in
ac:cardance w~h the provisions of this 1~reement
__ __
6.2 7etminetiOnt for Default Either party may terminate this Agreement
__ (ij in the event the other party commits a matierial breach of this_Agreement _ .
and such failure vontinues fior a period of thirty (30) days foltow~g r+eoelpt of
wrtttetr notice of such failure, or (i~ inrttediatety and without notice if the ocher
party makes arty assignments Qf assets or twsiness for the ijenefit df
creditors, ar a truseee ar r$oeiver is appointed to conduct its business or
affairs, ar it is adjudged in any [seal proceeding to tae in etiher voluntary or
wduntary faanlQUptcy.
6.3 TQmninaRlon bor Canvet'riience. OCFA may terminate this Agneement
upon thir#y (30) days written notice to GEaVEC IhlC.
6.~1 of Ternninati„~n. Upon t8fmin8tibn a expiration Cif this
Agreement, the ruts granted under Section 1 shall terminate. Termination
Ott trot affect obiig2itions that accrued prior ba the effective dale of
termination.
5~tion T. INDEMNITY
7.1 Indemni8catlon by GF_OVE~ INC. GEOUEC INC strap indemnity,
defend wtih Counsel selected by the C)GFA, and hold harmless the OCFA
and its officials, o+lficers, employees, ageMS, end vaiunteers from and against
any and all losses, fiatH'lityr, Gaims. suits, actions. damages, and c8uses of
action arising out of, or in any way oonnacsed with third party Bairns that the
Service, when used In accordan~oe with this Agreement and the
Doarntentation, infringes arty third perry trade secxets, par6ents, c~pyrighis,
^.:..._ ~. _ , _ irademarirs, knoMr-how or other ir~teNe~Wal-` _._.. -ht"s `under`ths laws °of _..:. _ _.. _ . _ .
'd9 -
any gov+ernmer~! augrority, domestic ar far~eign.
7.2 ~dernrriricstion by 4CFA. OCFA shall defend, indernrti(y, and hold
GEO~C INC harmless from and against any and aA abilities, losgea,
damages 2r<rd coals, inckr~irtg redsorrrble attorneys' fees. resetting tnom,
arising out of, or in any way connected with (~ third party claims arising out of
c~oPr~ Ho~np sdvfoel~greerrwtl ln~lals
Page 5 of 9
any breach dY OGFA of any wanarNy or obligation cpntained in this
Agreement, [li} tl~iird patty claims that the OCFA i>~ infringe any thins party
trade secxets, pates, copyrights, trademarks, know-hoMr or other imelleGtuBl
pn~perty rights under the saws of any govemn~ental authority. domes#ic or
fcr~eign, or contaun any material or information that is obscene. defamatory,
fibelaus, slanderous, that viota0es any personal right of publicity or privacy, or
that resulted in any tort, injury, darnage or harrm to any person; or ~) bnrad~
by Arathorized t)ser of the terms and condilyons of use for the Service.
7.3 IrtidernnifRcatlcnn P un. In claiming any indemnifir~tbn
hereunder. the indemnified party shall provide the intlerrrrifying--parly-with -__..-.~,_ ,~_ _ . _
prompt written notice oft at~y ciatm that the indemnirfied party believes fails
within the sQOpe of the foregoing sections,
8_1 Indece~ant Goatractor. GEO~/EC tNC and OCFA are independent
oantradors and nothing in this Agreement shalt create or irnp[y any agency
relationship between the parties, nor steep the Agreement be deemed to
const8utie a joint v~anture or partnersh~ betweem the parties. Neither putty
shall have authority m bind or otherwise obligate the other in any manner
whatsoever. _
8.~ For+oe Maieure. 6EOYEC INC shalt not 6e liable far its failure to
perform hereunder due to contingencies beyond itss reas+o~rtabie control,
including, but not limited to, strikes, rats. wars, fire, purer failure, acts of
God, or acts in oompUanoe with any law or gov~ernmertt tegutatton (each a
"Force Ma~une Event").
$.3 Ggvernlntr wand Farum.. This Aflxrt is governed by the
Internal substantive laws cyf the State of Galrfomia. Jurisdiction of all claims
re{~rting to this Agreement shall lie ex~dusiMely with the state or federal cour#s
in the County of Sarxam~erm~, California, and both parties hereby cansuent th
the exclusive personal jurisdiction of such courts If there is a .dispute
regarding thus Agreement,
B.+L Atseianrnent Neither party steal! assign any of its nights or obligations
under this Agreeirment do any other entity without the other party's priarwritten
consent, which cansertt shall not be unreasonably withheld, even sin
conr~Ctivn with an assignmerst by operation of law or otttervVis9. exEept for
_ .:..: an at3signn~ent by GEC~~IEC tNG (~ do an entity cantrolinp, controlled by or ~ , ~,_ ... _.~ , .;:._ <. ;,..
under t;orrxrwn oontml with GEOVE+C INC 4r (ii) by operation of law or
otherwise fio a suooessor of GC-Q1lFG !NC or of aA ar suu~ntiaily all of
GEOvEG INC's assets in the event of a rrrerger, acquisition or other charsge
in ootrtlnl of GEOVEC INC. GEOVEC INC may suboontfact any ar al! of its
abiigat~s under this AgreernenL The provisions of this Agreeme~tt shall be
vE0Pi2ISE D SorviraAproemerR
initials
Page 6 of 9
binding upon and inure to the benefit of the patties, their successors and
their permitted assigns_
8.5 Any writtten police to OCFA shall be sent to-
Kathy Baltantyrre. OCFA
Orange County Fire Authority
1 Fire Authority Road
[urine, CA 921302
Any written notice to GEOVEC INC. shall be sent to: _. _ _._._:_
Mark Perry, President
GE(~VEC Inc.
P,Cf, 80x 276111
Sacramento, ACA 9'x81?
8.5 Waive The waiver by orte party of a breach of any provision of this
Agreement by the other party shall not operate or be construed as a~ waiver
Of arty subsequent breaFch of the s8me or any other provision by the other
Ply
8.7 Ssn-Qrability. In the event that any of the provisions of this Agreement
or the application afi any sudt provisions to the parties hereto with respect to
their obligations hereunder are held by a court of competent jurisdiction io be
unlavvFal or uneM~o~r~ceabie. the remaining provisions of this Agroement steal!
remain in full force and eifec#, and shaiil not be affected, irnpaite~d. 4r
irffal'rdated in arty manner.
8.8 Com~ftlarrcx with w. BaM parties shall comp]y with all applicable
4ws and regulatiar~s of governmental bodies or agencies in their
performance under this Agreement.
8.9 t=mire Atir+eernenf. Thiis Agreement, including the ata~rCtted Exhr~it A
is the entire agreement bin the parties with respect to the 8ubjed matter
hert9t~f and supersedes arty and aril prior agraernenls and understandings
with respect to the subject matter hereof, No terms or Arovisions of th19
Agreem~t may be varied, emended or rnodlfied, except by ~a written
instrument spec~~icaYy referring to and e~aecuted in the same rYwrtiner as this
Agreement. Thi$ Agreement may be Signed by the parrtiQS in separate
-., cauntsrparfs;- which -shaW together constitute one and-the _sarAe =agri9ernerrt. ~ _~-; - ~.-,.~_ =~,:- -=-
_ _ + - .- Signatures transrn'rtted ~ facsimile shall lye valid and binding 8s origirrals_
IN WITNESS WHEREOF, the parties have caused this A®re~ent to be eaoacxrted under
seal as of the EfFectNe Date by their duly authar~ed repre: erttativ~es.
croaa~ ~ ~ se„~.~mein initials ~~
Page 7 of 9
Orange County Fire Authority
OCFA Ma r
GEQ1~~C iNC.
~~
Mark Percy ' en
oEOPRrs~ Naainq 9enicaAgr~nerx jry~~ ~_
Page $ of $
EXN~BIT A
Annual Hosting Fee
GeoPrise Homeland Secur~y Address Qata Portal
't year of SoflvYa~ Applicatia- Hosting, 5oftvNare MaiMenanpe
Intrudes 50 GB of Data 5tarage Spece°
Attditicxtal in#orrna~tian:
Y~r1
Annu~t Appik~t;on Fiosein~ Serrks Faa -+/+~.
A~~ar Sofirwre Male=ritanCe Fes N/~
Storage Linn sp GB
Anil 8~ Fcr 1~1~th) SS~evrmwKr,
bear 2
s ~sssaoo
~ sooaoo
50 GB
SS-7?orGB/MOrrth
~ 21.000
7eor 3
S 2s.3so.m
5 3,000.b0
so ~s
$5.75/~B1Mortth
GEOPfi~ Mo~tirg Setvfce Agranment inrtl~ '~
Page 9 of 9
• '~ ~ Page i of 2
'~ vPl'ls8 SOFTWARE USE LICENSE
LICENSEE: Orange County Fire Authority
NOTICE:
GeoPrise licenses the GeoPrise.NET software to Licensee (you) only upon the condition that you
accept all of the terms contained in this license agreement. Please read the terms carefully before
signing, as your signature will indicate your assent to them. If you do not agree to these terms,
GeoPrise is unwilling to license the software to you, in which event you should return the full product
immediately to GeoPrise.
LICENSE AND WARRANTY: -----
The software which accompanies this license (the "Software") is the property of GeoPrise or its
licensers and is protected by copyright law. While GeoPrise continues to own the Software, you will
have certain rights to use the Software after your acceptance of this license. Except as may be
modified by a license addendum which accompanies this license, your rights and obligations with
respect to the use of this Software are as follows:
YOU MAY:
(i) use one copy of the Software on a single computer or two copies for amulti-server configuration;
and one additional use for a development computer.
(ii) make one copy of the Software for archival purposes; Additionally, Licensee may make routine
computer backups of the Software and Documentation.
(iii) use the Software on your organization's internal network, provided that you have a licensed copy
of the Software for each computer that the Software resides on;
(iv) provide application access
supporting the Orange County
and recovery activities.
YOU-MAY°NOT:
to external government agencies and private organizations directly
Regional Public Safety program for emergency, planning, response,
(i) copy the documentation which accompanies the Software;
(ii) sell, transfer, sublicense, redistribute, lend, assign, time-share, rent or lease any portion of the
Software;
(iii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the
source code of the Software, or create derivative works from the Software; or
(iv) use a previous version or copy of the Software after you have received a disk replacement set or
an upgraded version as a replacement of the prior version, all copies of the prior version must be
destroyed.
(v) act as a service bureau or Application Service Provider (ASP) that allows third party user access to
the Software, or Documentation, with exception of item (iv) in the You MAY section of this
document.
• Page 2 of 2
_' 6eOPrlsB SOFTWARE USE LICENSE __
LIMITED WARRANTY:
GeoPrise and its Licensors) make no warranty with respect to the data used by the software.
GEOPRISE Exclusive Remedy
GeoPrise does not warrant that the Software will meet your requirements or that operation of the
Software will be uninterrupted or that the Software will be error-free.
The above warranty is exclusive and in lieu of all other warranties, whether express or implied,
including the implied warranties of merchantability, fitness for a particular purpose and
noninfringement.
DISCLAIMER OF DAMAGES:
GEOPRISE General Disclaimer
Regardless of whether any remedy set forth herein fails of its essential purpose, in no event will
GeoPrise be liable to you for any special, consequential, indirect or similar damages, including any
lost profits or lost data arising out of the use or inability to use the software even if GeoPrise has been
advised of the possibility of such damages.
In no case shall GeoPrise's liability exceed the purchase price for the software. The disclaimers and
limitations set forth above will apply regardless of whether you accept the Software.
U.S. GOVERNMENT RESTRICTED RIGHTS:
Restricted rights legend. Use, duplication, or disclosure by the Government is subject to restrictions as
set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at
DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-
Restricted Rights clause at 48 CFR 52.227-19, as applicable, Geol?rise (GeoVec Incorporated), PO
Box 1251, Shingle Springs, CA 95682.
This Agreement will be governed by the laws of the State of California. This Agreement may only be
modified by a license addendum which accompanies this license or by a written document which has
been signed by both the Licensee and GeoPrise. Should you have any questions concerning this
Agreement, or if you desire to contact GeoPrise for any reason, please write: GeoPrise Customer
Service, PO Box 1251, Shingle Springs, CA 95682.
AUTHORIZED SIGNATURE:
01
SIGN DATE
PRINTED PURCHASING MANAGER
"°r,~'°.'-'t Agreement Number' 000 4S4
~_`~~~ T$LE ATLAS NORTF AM£RiCA, IiVC.
'~ `~ GOVERI~iMEN'P LIC£,YSE AGREEMENT
s_~--~~
Company Narrx: Orange County Fin Authority
Cotit~t Name: Kathy 13allantyne Telephone No.: 714-573-642?
Address:
1 Fin Authority Road
Irvine State: CA ZIP: 92602
13y executinE the Govemttrerrt License Agreement ("the Agreensent"j, Tele Atlas North America, Inc.
TANA") and fire customer named herein ('"Licensce'~ agree to the fvllowing teems:
1. Jaceaae Grant. Subject to the Imes and conditions of this Agreement, TANA hereby grants to Licensee a
non-exclusive, non=tnn-sfersbie, non-perpetual license m use the prodtut{s) idrntified on Attar LL along
with associated doarttrattatian and any Updates provided to Licensee ("Licensed Producxs'~ for
(a) internal use only and not for commercial use or resale, for the number of Users identified on
Attachn3att A. A "User" meads any single individual or device that is ably to access the Licensed
Products even if only for occasional use, and not s concurrent user.
(b) Internet use of the Licensed Products. Internet usage of data is permitted for "Web Locator"
applications where the general public trey enter a single address in order to locate themadves or the
nearest object of interest Within these applications, data and any derived results may be published as
bitmaps with the appropriate copyright infot~nation. Users of Licrnsee's website wip have the ability
to enter a single address err telephone number to locale Licatsce's customer's service or busintss
Tocations. TANA's 1aNtude and longitude coosdmates, address range, ZiP+4 and Census attn'bute data
shall be protected and shall Wert be extractable. No other product genuated from the Licensed Products
shall be disclosed, iieensed or sold, in whole or in part, to arty third party, without TANA's express
written permission. Licensee tray not use the Tele Atlas Address Points Licensed Products on the
intarnet other thsn with TANA street vector data.
City:
{c) Licensee is speeificaliy granted the right to use the Product(s) in any or all of it's business locations,
districts or offices and may place the Product(s) on multiple servers at its' sole disclttian, providmg
that the total number of users as defined in Attachment A is not exceeded.
Licensee is granted the right to distribute printed maps or elecuvnic mays in .PDF format to support its
business use. All maps shall contain the following c~yright notice: ~ X1984 - 200_ Tele Atlas, Rel.
Mlvl/YYYY {the monthlyear of the Licensed Products release)"
(d) Licensee's subcontractors tray use the Product(s) solely to fulfill their cotrtractuel obligations with the
Licrnsee.
(c} In the event of a major artergency (fires, floods, certitquakes or other natural or manmade events of a
limited duration) Liccuee may treat other cntergency services providers as tesrtporary contractors to
Licensee for the purposes of sharing the Liaatsed Products for the duration of the emergency.
Licensee shall have the responstbiiity for maintaining control of the Licensed Products and securing its
return to Licensee at the end of the emergency.
An "Update" means a tt:lease of the Licensed Products that incorporates additional or updated data. Updates "" ~ _<.
wt11 be distn'bteted to Licenses in aeoordance with the schr:dule set forth on Attachment A. "'Updates" do not
include new versions of the Licensed Products that contain substantial new features or functionality, or are
considered new products. No part of the Licensed Producxs, a any derivation thereof, shall be diaebsed to
third parties or used for the benefit of third parties. Other than es perrnitbed in this Agreement erect excxpt as
necessaey for backup and archival purposes, Liornsee may not trrake any copies of the Licenace3 Products_
Licensee shall not Were the Licensed Products to provide eorrrpditive information about TANA or the Licensed
Products to third parties. Licensees use of the Address Paint Licensed Product and any portion thereof, is
limited to use solely for the purpose of enhancing the value and/or use of the spatial vector data furnished ~
made by TANA_ Notwithstanding anything to the contrary herein, or at any attachtnrnt or exhibit hereto, in no
event shall Licensee rue the Address Point Licensed Product or any portion thereof (including but not litrthed to
longitudellatitude coordinates derived from the Addttss Point Product) in cortnectian with or in conjunction
with spatial strcet vector data furnished or made by a corrtmerci al party or other Start TANA a Licensee. Title
TANA Orvrrge Cortarp F7n Aarfiorrty Gavcssraerrt Lkarse ~lgreewreRt, 171I09i Pale 1 Cresols t1~'
G-861 Non-Pe~per+ud Ireer+raf ad New-Psrperrrd Irtenret Use
TA1tiA CONFIDENTIAL
.4gree»ient Nwnber: 000 1454
to the Licensed Products remains with TANA and its third party provides and all rights not expressly granted
herein arc resavtd-
2, t~rti.nrietarv tiirJots
~] 5..~,fss.e#t~nr„ and Prota^tign of I.icassed Prodtcts. The Licetsed Pmdtttxs iotdttde confidsniiai
and proprietary information and materials. Accordingly, Lioenaee agrees to hold the Licatsed Products in
confidence and trust. Licensee agrees to take reasatsable taeps to protect the Lioeased Products from
misappropriation or misuse. Licensee agrees nor to extract standalone data from or publish any part of the
Licotsed Products, other than far' Licensee intttnsl bnsittess and not for corrttnerzial ttse, without the poor
writUcrt crntsettt of TANA. Licensee may disclose relevant aspects of the Licensed Pcoducta to its entplayces,
agents or r+~resentatives -with a .need to know who are bound by confidentiality obligations ai least as
protxtive as this provision. Licensee acknowkdg~es that the tams of this Agreement. are oottfidetrtial and it
will not disclose such infotntation to third parties, except as tnandaled by Public sNattrte. On all copies of any
media containing the Licensed Products or pants thereof; Licatsee shall reproduce any eopyrigjtt or propritrtery
rights notices contained on the original media and is the user manual(s). Licensee acknowledges chat a breach
by Licensee of its obligations under this Seeflon err a breach of the license granted would cave TANA
irreparable !term and, in the event of such a breach Or threatened breach, TANA shall be entitled to injunctive
and other appropriate equitable relief without posting bond or proving that damages would not be an adequate
remedy.
2,2 ~va:+±~+ent Age . If Licensee is a state, federal or other pnbkic esttity ("C:ovanmeat"), Licensee
agrees to protect the Licersed Products from public disclosure. In the evrnt that Licensee is required to
disclose the Licensed Products under any law or regulation that permits public acce~ and/or reproduction err
use of the Licensed Products, Liccnsoe abaft notify TANA in writing prior to such disclosure and if TANA is
unablt to comply with such disclosure, this Agreement shall be autarnatically termiusated and coneiders:d
imrnediatdy null and void. Any software, documentation artd/or data delivered hereunder is subject to the tam
of this Agreement. Any computer sol3vrtae, computer softwate doeutnexttation and/or technical data delivered
heretmder to the Government, either directly under a prime contract, or indirectly througkt subcontract, is
subject to the terms of this Agrcerr~rrt. In no event shall the Govcmmettt acquire rights greater than LIMITED
or RESTRICTED rights tsa described in DFARS 252.227-7014(x)(1) (JUN 1995) (DOD cormmercial comPttter
software definition), DFAItS 227.T2Q2-I (DOD policy on oomrnercial computer sofivvare), FAR 52.227-19
(JUN 198Tj (commercial compnta software clause far civilian agrncics), DFARS 252.227-7015 (NOV 1995)
(DOD tahnical data - corrnna~eial itetrx clause); FAR 52.227-14 Alternates I, II, and III {JUN 1987) (etviiian
agency texhnicai data and nonootrnitaciel computer software clause); axtdJor FAR 12.211 and FAR 12.212
(eorranercial item acquisitions), as applicable. In case of conflict between any of the FAR and DFARS
yrovisions listed herein and this Agreement tho construction that provides greater litrittations on the
Csoveroment's rights shall control.
3. Warranty
3.I ?Celled Wsrrau+lY. TANA warrants that the media coatainiog the Licensed Products is free from
defects in materials and workmumship on date of delivery. if the media possesses manufacturing defects, TANA
,__ . ,. _._ . -._-...will-.provide Licensee.aviit>ti..a,replacam±tt copy of the licensed Products within a commecCislfy rrasottable tune
afb;r notice from Licensee. LICENSEE'S SOLE AND EXCI:USTVE REMEDY- AND TANA'S'ENTIRE ` "'
OBLIGATION UNDER THIS LIMITED WARRANTY 15 TO REPAIR Olt REPLACE THE LTCENSt~
PRODUCTS WITH t;,oNFORNllNd LICENSED PRODUCTS SUBJECT TO PROMPT NOTICE OF NON-
CONFORMITY AND AT TANA'S OPTION IF SUCH AL'TERl~TA17VES ARE NOT FEASIBLE, TO
TERMINATE TH1S AGREEMENT AND REFUND THE APPLICABLE FEES PAID WITH RESPECT TO
SUCH NON-GONFORMII'1G LICENSED PRODUCT. Should this Agreement be laminated tinder this
section, Licassee may exact ere its option to obtain a pra"petual use licrrse as outlined in A~tttuchment A.
3Z DISCLAIMER. EXCEPT AS PROVIDED IN SECTION 3.1 A90VE, THE LICENSED
PRODUCTS ARE PROVIDED ON AN "AS IS^ AND "WTt'fi ALL FAULTS BASIS" AND TANA A?\D I7'S
SUPPLIERS EXPRESSLY DISCLAIM ALL OITIER WARRANTIES, £XPRE.SS OR IMPLIED,
1NCLUDWG BUT NOT LIMITED TO, THE IMPLIED WARRANTEES OF NON-ITIFRiNGEMENT,
MERCHANTABILTIY, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, TITLE AND
FITNES'S FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR INFORMATION
PROVIDED BY TANA OR ANY OF TI'S AGEIv"TS. EMPLOYEES OR THIRD PARTY PROVIDERS
SHALL CREATE A WARRANTY, AND LICENSEE IS NOT ENTITL!/D TO RELY ON ANY SUCH
TANA Onrepe Ceanry Fine Aadindty Govrr-~atad liar~re Ags~wti !?/1086 Page 1 I.letxs+K~
~_8~,(~ 1VoH-PerpeGnd luiseua[arud NarrPerpdaat 1>rArraer Use
TAiKA t~l1NFJIJET77AL 1
Agreement Number:
ADVICE OR INFORMATION. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL CONDTTiON
OFTFIE AGREEIvIENT.
4, ~a2S>t. T?u~lA wi11 deliver Lipdatcs to the Licensed Products to Licensee for the period of time and on
the delivery schedule idetrtifsed on Attachment A.
5. Stmoo If Licensee promptly gives TANA writtrn notice and documentation of a discoverod dafax in
the Licerueai Products sufficient to enable TANA to reproducx the probktm, and. thereaftea, provides such
additional information as TANA easy rcasortsbly request, TANA .,n11 use reasonable efl'oats to promptly comet
major defects; and correct minor or ordinary defects 6y the next general cemmercial release of the Lioenaed
Products. TANA shall not be obligated to provide corrections to the Licensed Products in the event that the
errors are caused by Licensee. TANA will provide the fnccgoing support for each version of the Licarsed
Products for a period of twelve (i2) months from rho date of t~rntrtercial release of such version. Tn addition
TANA will perform maintenances in accordance with Attachment B.
6. Fees, Lioensee shall pay to TANA the license fees indicated on Attachrrxnt-,4 (the-"Licenso Fees"). "L7te
License Fees sha11 be due sad payable asset forth on Attadrment~. if Licensee desires to irrrleese the number
of Users or purchase a licwtse to additional Licensed Products, the parties may do so by amending this
Agreement.
7. Pavmatt~,nd Records. All outstanding amounts not paid when due shall bear interest at the rrranimum
allowatsle statutory rate at the time or two pertratt (2%) per month, whichever is less. Fees do not include any
sales, use or other taxes that trray apply and all such taxes are the responsibility of Licensee. TANA retains the
right to withhold shipment of Licensed ProduGS for failure to pay fees due. Licensee shall maintain complete
and accurate records documenting compliance with this Agrecrnent and retain such rxords for s minimum of
three (3) years from the last payment due hetwnder. During the term and for a period of one {t) year after
expiration or termination, TANA shall have the right, at its txpensc and upon reasatahk notice, io examine, or
to have its representative(s) examine, Licensee's records and!or operations to verify Licensee's compliance with
the requirements of this Agt+oement and the amounts due to TANA.
E. j,~imitation of 1Liabillty. EXCEPT WITH RESPECT TO A VIOLATION OF CONFIDENTIALITY OR
A BREACH BY LICENSEE OF THE LICENSE, NEITSER PARTY NOR ITS LICENSORS SHALL BE
LIABLE TO THE OTHER PARTY FOR ANY INCII?ENTAL, CONSEQUENTIAL. SPECIAL. INDIRECT
OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING LOST PROFITS,
COSTS OF COVER, DAMAGES FOR LOSS OF USE OR INTERRUPTION OF BUSINESS AND THE
LIKE, REGARDLESS OF WIiETI3ER THE PARTY WAS ADVISED OF THE POSS>BLTTY OF SUCH
DAMAGES. EXCEPT WITK RESPECT TO A VIOLATION OF CONFIDENTIALITY OR A 13REACH BY
LICENSEE OF THE LICENSE, IN NO EVENT WILL THE TOTAL LIABILITY OF EITHER PARTY OR
AYABLE TO TANA IN THE TWELVE (1 )MONTH P~ERI~OD PR10~T0 THE DATE ON WHICH THE
CLAIM AROSE.
9. Terut sad Terrwi:anon
9.1 Term o~ A+:reetnent The term of this AgTeezitent is for the period from the Effective Dste through
January 31 u 2008 (the " Initial Terttt'~. Term rotates to delivery and payment. This Agreement shall continue
thereafter for successive one (t) year ra-ewal periods (each a "Renewal Teed'; col]ectively "Ihe Term"} if
-Lic+.msee provides TANA with .e:purdtasc: oTder.by the anniversary date of t}te Agreentcnt in vector w receive
subsequent shipments of the Licensed Products at the beans crnrtatned herein. At the tonctuaion of the then
current Tarn, Litxnsee must cease all use of the Licensed Products or convert the Agreement into s Perpetual
Agreernant as outlined in Attachment A.
9.2 emir n. This Agtt:crttent ahaII become effective as of the Effective Date as set forth below and
sha11 TEmain in force until terminated as provided herein. Either party tray tamirarue this Agreement On written
rroticc in the event of a material brraclr by the other party that restrains utrcurad for a period of thirty (34) days
from the data of notice to cirr+e, provided that in the event of a breach of the scope of rho licarsea granted the
cure period shall be tea {it)) days. Either party may terarinate this Agreement on written malice to the other
party in the event the other party ceases to do business in the ordinary course, makes a general assigtrmerrt for
the benefit of croditosa or commences a has commenced against it eery insolvetrry or receivership proceedings.
9.3E of Te Upon any temination of this Agreetnart, Licensee shall have the right to
enter into a perpetual Licerrsa Agccerrrerrt for the Fee outlined in Attttehrtterrt A. If the Licensee chooses not to
exercise that option then Liearsee shall: (s} imrrxdiately discontinue use and rctutrr to TANA or destroy alI
TANA Orr+rge Corosrj F~rrAwdrafp~ Govanwranr ytcew3eA~+vsnrewr, l?12686 Prge 3 Lieelraee,~
~-06.( Now-Pspearal lnrernal axQ Nan-Ptrpdrral lnternd the
?ANA CONFIDENTIAL
AgfYemcnt Nwnber.- 000
copies of the Licer-vcd Products in its Possession; (b) pay to TANA, within ten (10) days aRQ the date of such
te:tnination, an amount equal to the Liceage Fees as set forth on page 1 of this Agreematt for the remainder of
the Term; and (e) provide an affidavit aigrud by an offuer, or other authorized individual, attesting to the
performance of items {a} and (b) and. ackaowledgiag the continuing obligations of confidentiality under Section
21. Sections 2.1,2.2, 3.2, 7, 8, 9 and I0 shall survive termination of this Agreement.
10. Gemral
10.1 CootpH~ace_ Laws. Licensee will comply with all laws applicable in comioction with use of
the Licensed Producxs. Licensee acknowledges and understands that the Licensed products may be subject to
restrictions on export and agrees w comply witfi any applicable carport htws.
10.2 PubHctty. If either party wishes to issue a press .release or_,enggge_ in _rrffiketing activities in
conciection with this Agreement, such releases will be subject bo prior review and written approval of the other
party. Licensee agrees that TANA may publicly announce and list Lieensce as a customer of TANA.
l03 Indeneodent Gwrtractors. Tice patties ere independent contractors. Neither pasty shall be deemed
to be an employee. agerst, partner or legal representative of the other for any purpose sad neither shall have any
right, power or authority to create any obligation or responsibility on behalf of the other.
10.4 A~intettt. Licensee may not assign this AgrCett~tt without the prior written convent of TANA.
Any assignment in violation of ibe foregoing sertenoe will be null end void. Subjoct to the foregoing, Chia
Agroerrtent will bind and inure to the benefit of the parties, their respective successors and pemritfxed assigns.
i 0.5 Ind em alfieation.
Indemnification by TANA.
aLTANA shall protect, defend (or, in TANA's discretion, settle), inderrxrify and hold Litxnsee
hamrless from arty and all demands, liabilities, obligatiotu, damages, suits, judo or
scttlemenis, including reasonable costs and attorneys' fees incurred by Liotxtsee which arise
from third party claims, {oolloctivtly, "Claims' that are asserted against Licenser to the
extent that such Claims are based upon a contention that the Licensed Products treed within
the awpe of the licenso granted in Section i of this Agreerrreat infi-iage or rniseppropriate
any copyrights, trade secrets, or trademariks of arry third party under the laws of the country
or eountriee covered by the geographic scope of the Licensed Products, provided that: (i)
Lieenaee notifies TANA promptly in writing of such Claim in sufficietrt time to enable
TANA to protect its interests without prejudice, (ii) TANA has the sole right to caitrol the
defense and negotiation of all Claims, and (iii) Licensee fully cooperates in TANA's
deferrsc of all Claims at TANA's sole cost and expense for reasonable out-of-podret
expenses.
b) TANA shall not have any liability under Section 3.1 or Section 10.5(a) to the extent that
any Ctaim in Section 10.5(x) is based upon (i) the use of the Licensed Productsut
combination with other products, provided that the Licensed Products alone arc not the
cause of such Claim; (ii) the use of the Lioatsed Products in violation of this Agreertrent
- :.- .including,-cutvida~he scopaoftltp.lir,~n~e,grd,~t S,~dion 1: gr {lit'} the modification of
the Licensed Products or any portion thereof by anyone other than TANA, provided that
the Licensed Products in unmodified form are not the cause of such Claim.
c) if TANA (~~ believes the Licrnsed Products infringe or {ii) if, u a rtsuh of any Claim of
infringement described in Section 10.5, TANA is etrjoined from licensing or sublicensing
any Lixnsed Product, or (iii) Licensee is ervoined ftt-tn using say Licensed Product, or (iv)
if TANA believes that such injuntxion or Claim is likely, TANA may in its sole discretion
and expense (1) procure the right for Licensee to continut to use said Licenaod Product; (2)
replace or modify the Licaised Products so es to make than »~-infringing; or, if options
(1) and (2) are not reasonable, (c) terminate this Agr+cement and tt:fund a pro-noted portion
of the consideration Licensee paid TANA for the effected Licensed Products.
d) Sections 10.5(a) through (c) state the entire and exclusive obligation of TANA m Licensee
for any Claire.
rtniw ~ Q onmac Coawty Firr.t rtiliav~y Go-as~werrt LiaewaeAp+earre+u. IYS006 Pave 4 Lfcarsee,~~
CA-U6f Nos-Pe~pmrct lxtayrot m+C Nor-Papaaal tnaenur Ux
TANA CONFJDP.A~TAL
.Agrement Number.• Ol>D 1di4
lnderrmification by Lirxrnsce. Except with respc~t to the claims far defects soldy attributable to the
Licensed Prodt-cts, Licensee shatl protect, defend, indet®ify and hold TANA harmless from any and ail
claims, detttards, liabilities, obligations, damsgcs, suits, judgments or settlements, including reasonablt costs
and attorneys' fees, that arise from the subject tt~tter of this Agreetnatt.
10.6 No Waiver. A failure or delay by either party in enforcirrY any right or renxdy under this
Agrccntetnt shall not be construed as a waiver of such right ar rctnedy or of any futztre exercise of such right or
remedy, a of any athR right ar remedy, by such party.
10.7 Goveraint± I,a~r. -This Agrcematt shall be governed by the laws of the State of California without
reference to conflicts of law principles. All disputes tslatit+g to this Agreement shall be settled by arbitration
under the toles of the American Arbitration Association with heariags to be held in Irvirx, Cilifornia. Any
. award tnadc by the arbitration panel, howevercanstituted, shat be firrtal, binding and conclusive on ill.par6es _ .._. __. _..
for all purposes and judgment may be eater+ed thereon by any state or federal court having jurisdiction. In
addition to any settlement in a dispute, the prevailing party shat] be entitled to the recovery of its reasonable
attorneys' fees and associated fees and expanses.
10.8 SleratutYS. Facsimile signatuees shall be deaaed valid as otyginal far all purposes. Dighal
signatures aha11 be leaned valid es original for all purposes provided that such digital signature is capable of
vcnf"fcation and is linked to data in such a nnaznner that if We data are changed, the digital signature is
invalidated.
10,4 Coenteroarts. This Agreerreent may be executed in any numbtT of duplicate counterparts, each of
which is an original, and all of which together shall cwtslitute one and the same instrument.
10.10 Sever bgrility. Except with respect to Section 2.2, in which case tfiis entire Agreement shall be
cansidcrcd terminated, if any other provision of this Agreement is held by a cow# of cotnpetent jurisdiction to
be contrary to law. such provision shall be changed and irttetprebed so as to best accomplish the objectives of
the original provision to ate fullest extent allowed by law aad the remaining provisions of this Agreement ~a11
remain in full force and effect.
10.11 Force Maiet+re. Neither party will be )table for any failure or delay in its perfomtance under this
Agreement, except the making of paymer-is, due to causes which are beyond its reasonable control, including
an act of God, act of civil or rrtilitary authority, fire, epidemic, flood, earthquake, riot, war, sabotage, failure of
suppliers and governrrrental action.
10.12 No tlKber Terms. The terms and conditions ofthis Agreetntnt govern all transactions contemplated
by this Agreeatettt including all ordrxs by Licensee. Any proposed variation from or addition to these terms
artd conditions appearing on any purchase order err other docamait submitted by Licensee are nu]I and void.
10.13 ,~tlr~, A;rehn_snt: Amendment. This Agreement supetseuies sl! briar and contet»poranoous
agreements and understandings between the parties relating to tha subject matter of this Agtt:eutent and
constitutes the sole and entire agreement of the patties. This Agreement tray only be amended in a writing
signed by both parties.
10.14 ~. All nolica, demands or consernts raryirod or permitted under this Agreetent shall be in
writing. Notix shall be considered delivered and effective when (a) personally delivered; (b) one {i) day after
_. _. _,
postutg when sent by reputable private overnight carver (e.g., DtiL, Federal Express, etc.); or (c) five (5) days
after posting when sent by certified United States mail. Notice shill be sent to the parties at the addresses set
forth below or at such other address as shall be given by either party to the other in writir~.
If ip TAl~lA:
Tole Atlas North America, Inc.
l 1 Lafayette Street
Lebaaon, NH 037tr6-1445
Attention: Contracts Departmatt
Phone: 603/643-0330
Fax: 6031643-5210
1l to Licensee:
Qratrga Country Fin Authority
1 Firs Attthotity Road
Ervine, CA 92602
Attention: Kathy Ballantyae
Phone: 714-573-6422
Fax: 714-368-8837
E-mail: kathyballantyne@ocfaarg
TANA OamgeCsir~ayFlnAadborityCovaxmewlLtrrsse~rrewrewyl?12006 Pkgc S Lieewaa~
CA-66-t 1Vaw-Papdxsllweaxat a-0d Noss-terpess~s[ lwtema Use
TANA CONF/DENTlAL
~lgnecmurt Number: 060 1~i54
11. effective Dats Tha Effective Date of t63s Agrtein~t is Dccctnbet 8.2406
TAiVA: Tell Atlas North Amu3ca. tnc. Llcensc~ Orange Cointy lire Anthorjty
// ), Q'~
r~~""~~ [duly authorized] [duty suthonz~_•
l~n~. Ilse Ramsey ~l~'~' ~ . (~r11r1~~-~ ~
_ _.. _: .(print or typo name) (print or type nartx) _
Vice Presidetrt_ 1=inanct & Administration ("~ f L~ i ~(,~ 1tD rt ~l':i.ur-e ;~n pry- i~l~~"" .
tIt1C title
>i21121D(o l~_ ~-oc~
cart ~- aac~
. _w~.,.;. n ,..~~_ ~...r.. ...
TMfA Onrnge Co+rwly FirrAsrdio~iry Cova~rwuwt Liuwse merest: I7lI866 Parse. b Licarsea~
Cal-B6-t Nos-Pepemwllwterwrt awd Nae,P Iwterwd Ilsr
T.~11G! CONFIIJEMZlL
~{greemerrt Number: 80p 1454
AttacLment A ._ _.
This_attachmertt details the pricing and update schedule for the End User Lixnse Agreement between TANA
and Licensee. All Licensed Products wiil be delivered on CD/ROM na:die.
Number of Users•
Unlimited Users for all County and City governments and Public Safety Agencies within Orange
County Catifomis. '
lieu Products
Dynarnap lTrarispiirtatioa, commncing with version number 8.3, for Orange County, Los Angeles County,
Riverside County, San Bernardino County and San Diego County, California, Ar+cViewa fotrnat, county tilo,
quarterly Updates (total of four {4) shipments per year; January, Apri i, July and October releases)_
Tele Atlas® Address Points, commencing with version number 83, for Orange County, Los Attgcles County,
Riverside County, San Bernardino County and San Diego County, California, ArcVicw` format, coutrty b7e,
quarterly Updates total of four {4) shipmcrtts per year, January, April, July and October releases).
Dynarnap®/Ceruus Boundaries ineiuding Blocks, Block Crt+oups and Tracts for the State of California,
connrrcncinp with vewaion number 8.3, far Orange County, Los Angeles County, Riverside County, San
Bernardino County and San Diego County, California, AreView° format, county tile, quarteriy Updates total of
four (4) shipments per year, January, April, July and October releases).
Annual License Fees
For each year of the Initial Term of this Agreematt, Licensce shall pay to TANA an armual license fee of Sixty
Thousand Dollars (560,000) (the "Annual License Fee"}. TANA shall invoice Licensed for the Annual Lioerrse
Fee (plus appropriate Caiifornis state sales tax) as foilows:
• For the period firm the Effective Date until 3anuary 31, 2008, TANA shall invoice Licensee for the
Annual License Foe upon TANA's receipt of the executed Agreemert.
• Conutrencing January 31, 2008 and each January 31 st thereafter, TANA shall invoice Licensee for that
year's Atmual Licrnse Fee.
Ikgevral Onflars and Llieectse Fees
At the end of the fifth (5 ) Term of this Agreematt Licensee shall have the following options:
• Continue ttceiving Updates under this Agreerncnt for a fee to be determined at that time, or,
• Enter into to a lioctrse for perpetual use of the Licensed Products for a fee of Scvrnty Fivc Thousand
Dollars (S?5,000), Plus the appropriate California state sold tax. This perpetual use license will not
provide for any additional Updates to the Licensed Products, and will allow fnr unrestricted use of the
Licensed Products after a period of three (3) years. All other terms and conditions will be similar to
those contained herein. --°
r1Yt)lent
Payment is due within thirty (30) days of invoice date.
Remit Paymatu to: Teie Atlas North America, inc.
PO Box 3506
Boston, tNA 02241-3506
Delivav
TANA wt'ii ship the Licensed Products within seven (?~ business days of both the signed Agneerrtent and
purchase order.
Note: This pricixg offer is valid provided the ifgretiment rs exeaeted by Deeanber 8th, IDOtf.
T~LYA~I~ O~efB~~`oa~'fSreAr~
r ` °rtry Coverrarext LLecase
CA-06-J Nns-Pdrpenut [ntenra! andlYar Paper U~ Psde ~ Lttartte
TAN.i CONFID8IYTliL
Agree»+ettt Number: 0001454
Attachment B
OneMap Maintemnee Amt
Overview
....The tacange County maintenana program requiretncnt is far TAAIA to accept proposed edits, as provided by
- _ __ .„-
Licensee, that are identified by the Licenser and odor county and local agencies. Licemee will reconcile- e----
edits and provide those in a smndard format to TAT1A. When the edits meet TANA specificatiatss, they will be
applied to the core database so as to be included in a subsequent quarterly delivery to License per the
schedule below.
Content
Licensee will identify the location of each enhancement, and submit attribution including street name related
content, address range, road classification, and road parity. Edits rrxxtin8 these criteria will be processed in a
single quartcly cycle as listed below. Edits in other famtus or ruquiring additional reseasah wilt be processed
within two quarterly cycles.
Tacks
]. TANA will ace~pt edits from Licensee, and analyze those for compliance with TANA specifications.
2. TANA will process the edits for inclusion in the next release, based on the schedule below.
3. At the end of each submittal period, TANA will report on all edits provided by Licensee as
acceptedrmplanented, acceptedho be irnplemerued or rejected.
Update Schedule
Product Delivery [3pdate Swbm}ttsi Period Update Delivery Monty
Meath
Jan
g lstthrow March 31st
Jul
A •1 iVla l st thro h Junt: 3 ~~
Jul Au ust 1st tlr S tcrrrber 30th Jana
'
October November 1" throw Decamber 3l st A
)
it is recognized by TANA and Licensee that a more frequent Update Schedule is desirable. As such this
Update Schedule may be revised upon mutual written agrecnretrt of both parties at any time 81ker July 30~',
?A07. Any change to the Update Schedule wits be execlrted as an Arnendtnent to this Agreemerrt.
TANA Orange Ceaaty Fbr Aatlrertry Gov~ns~eal LJearse A;nrenaad, I?12006 Prge d Llctntee~
CA-061 Nos-Perpdsal Iwtoaal and NersPerPusal Interact Use
TANA CpNF7pE1VTlAL
DfGtTALGLOBE~
License confirmation
Kathy Ballantyne
Orange County Fne Authority
Information Technology Division
Portfolio 8~ Procurement Manager
714-573-6422
FAX 714-368-8837
October 2, 2007
Dear Kathy,
This letter shall confirm your election to purchase the Orange County Aerial data set, covering
approximately 900 square miles for The Orange County Public Safety Interoperability Project, under an
Enterprise Premium License (See DigitalGlobe® Product End, User License Agreement), for developing a
regional GIS database and to serve agencies with mobile mapping, fire run book mapping, automated
vehicle Locating, computer aided dispatch, and vehicle routing applications, acid for public safety
planning and coordination efforts.
The data will be provided at a 1-foot resolution, with a Summer 2007 final photo date. The Imagery
will be delivered to OCFA on external hard drives in Tiff format, Mr. Sid format and in Photomapper
format with Maphandler for Arc 9.x and Maplnfo, in state plane, NAD 83, California Zone 6, coordinate
system and all corresponding World Files.
OCFA and Cooperative Members wilt abide by all other restrictions in the DigiiatGlobe® Product End
User License Agreement.
The entities included in the Orange County Public Safety Interoperability Project are included but not
limited to: Aliso Viejo; Anaheim; Brea; Buena Park; Costa Mesa; Cypress; Dana Point; Fountain Vattey;
Fullerton; Garden Grove; Huntington Beach; Irvine; La Palma; Laguna Beach; Laguna Hills; Laguna
Niguel; Laguna Woods; Lake Forest; Los Alamitos"MetroNet; Mission Viejo; Newport Beach; OCFA;
Orange; Placentia; Rancho Santa Margarita; San Clemente; San Juan Capistrano; Santa Ana; Seal Beach;
OC Sheriffs Dept; Stanton; Tustin; Villa Park; Westminster; Yorba Linda.
As agreed, the price wilt be $27,000.00, plus shipping iz tax if applicable. All payment terms are net
thirty (30) days from date of invoice. Upon full payment, permanent software validation will be
granted. Temporary validation will be provided to allow time for your payment to be processed. Please
call 866.278.2378 and ask for software validations.
(0001301 S / 1 }
D!G ITALG L~BE~
i trust the foregoing will meet your approval. Please indicate your approval of this proposal by signing _
below and faxing a copy to my attention at 602.324.4947. Thank you for the order, we appreciate your
business and look forward to working with you in the future.
Your total purchase price includes options for software upgrades and ongoing technical support. You
have selected the following Technical Support Options:
^ One year subscription (a value of $149.00) for upgrades and ongoing technical support
^ Two year subscription (a value of $298.00). for upgrades and ongoing technical support
No support program; an initial 30 day free support period is inducted. - - __ _ _ _ .-._
Please indicate your approval of these terms within the next five days by signing below and emailing or
faxing a copy to my attention at 623.582.2632. Thank you for your order, we appredate your business
and look forward to working with you in the future.
Best Regards,
Rusty GayneS
DigitalGlobe, inc.
Sr. Imagery Solutior+s Specialist
866.278.2378 x 3229 Phone
623.582.2632 Fax
~ 1 -~ ~_ - -_ Ib - a - cool
Customer Name Tint) Customer ignature Date
{0001301 8 1 1 }
Agreement No. D07-131
AGREEMENT BETWEEN THE COUNTY OF ORANGE AND THE ORANGE COUNTY
FIRE AUTHORITY FOR USE OF LANDBASE SYSTEM
This License Agreement ("Agreement") is made and entered into by and between
the County of Orange {"County"),apolitical subdivision of the State of California, and
the Orange County Fire Authority {"OCFA"), a California .loint Powers Authority,. as of
December 5, 2007.
RECITALS
A. WHEREAS, the County is purchasing aCounty-wide, parcel level, digital
land base .mapping .system (hereinafter "Landbase") from Southern California Gas
__
Company (SOCALGAS); and
B. WHEREAS, OCFA desires to enter into a license with the County to
access and use Landbase for the purpose of supporting public safety services, including
planning, response and recovery throughout the County and to coordinate such efforts
with other public safety agencies within the territorial boundaries of County ("Public
Safety Agencies").
C. WHEREAS, OCFA has been assigned by the Orange County Fire Chiefs
Association as the Administrator for the Regional Public Safety GIS Cooperative
consisting of Fire, Law Enforcement, and other public safety agencies, and has been
authorized to enter into data use agreements on behalf of the members.
NOW THEREFORE, for good and sufficient consideration, as set forth below, the
parties agree as follows:
Section 1. DEFINITIONS
A. "Landbase" means the computer mapping system, which consists of
County-wide, parcel level digital landbase, including any and all source code,
modifications, derivative works, and any instructions, metadata, or software code that
enables it to receive, manipulate, analyze, or display Source Data, and copies of the
foregoing regardless of the form of the media in or on which they may exist.
~' ~" ~" ` ~" B. "Source Data" means the land records (paper maps, written deeds; survey ~ - ~ °-~
horizontal control and conversion quality control) and information contained therein,
which the COUNTY provided and entered into Landbase.
C. "Derivatives" shall mean all works created by OCFA, Public Safety
Agencies, or subcontractors to OCFA or Public Safety Agencies, that are based upon
and incorporated into all or part of the Landbase, including, but not limited to, a revision,
modification, translation, abridgement, condensation, expansion, collection, compilation
or any other form of data based on the Landbase.
D. "Public Safety Agencies" shall mean local agencies located within the
territorial boundaries of the County, which are detailed in Section 3, whose purpose is to
provide the public with public safety services such as Fire Protection, EMS, Law
Enforcement.
Page 1 of 7
Agreement No. D07-131
Section 2. GRANT OF RIGHTS
A. -Basic Rights
1. In exchange for payment to the County by OCFA of the amount set
forth in the Fee Schedule attached hereto as Exhibit A and incorporated herein
by reference, the County hereby grants and OCFA hereby accepts, subject to the
terms and conditions of the Agreement, a nonexclusive license to use the
Landbase, from the Effective Date hereof until expiration or termination of this
Agreement as set forth herein. This is not an agreement for sale. _ _ .
2. Nothing in this license shall grant the OCFA the right to resell, loan,
rent, lease or sublease, donate or share the Landbase, except as provided in
Section 3.
3. Derivative products (Derivatives) may be used by OCFA and Public
Safety Agencies.
B. Subset Rights
1. OCFA understands that County may, from time to time, incorporate
the use of proprietary software and operating systems into its Landbase by
legitimate means and user licenses. In no case are user rights to these
proprietary products transferred by means of this Agreement.
2. OCFA is responsible for obtaining and maintaining all legal user
rights to operating systems by appropriate agreement with the holders of those
copyrights.
C. Ungranted Rights
1. County retains all rights not expressly granted in this agreement.
Nothing in this agreement constitutes a waiver of County's rights under U.S.
Copyright laws or any other federal, state or local laws.
2. OCFA shall not have any right, title, or interest to the Landbase,
except as expressly provided in this Agreement, and further shall secure and
protect the Landbase consistent with maintenance of the proprietary rights
claimed by the County.
3. All copyrights associated with the Landbase and all other rights
thereto not specifically granted to OCFA in this Agreement are reserved by
County. Nothing contained in this Agreement shall be construed as conferring
any license or right with respect to any trademark, trade name, brand name, or
the corporate name of the County.
Page 2 of 7
Agreement No. D07-131
Section 3. ACCESS TO LANDBASE
A. OCFA may not allow another local agency to access or use the
Landbase unless it has entered into an agreement with such agency pursuant to
the #erms of this Section 3. OCFA must obtain written consent from the County
before entering into any agreement with an agency o#her than a Public Safety
Agency to authorize such agency to access or use the Landbase.
B. The Landbase may.only be accessed and used pursuant to this
License Agreement, for the purposes of supporting public safety services,
including planning, response and recovery. If Public Safety Agencies desire to
use the information for any other purpose, OCFA must obtain prior written
consent from the County.
C. OCFA shall enter into a written agreement, Exhibit B,with the Public
Safety Agencies. OCFA will require those agencies not to disclose or distribute
the Landbase, except to the County, OCFA, and to other Public Safety Agencies.
D. The right of access and use of the Landbase includes the right to
use third party technica! consultants to assist OCFA or Public Safety Agencies in
its use of Landbase or creation of derivatives. Such access and use by technical
consultants is permissible only if the consultants agree not to sell or disclose
Landbase to third parties.
E OCFA must notify the County in writing within thirty (30) days of the
date OCFA terminates a Public Safety Agency's access or use of the Landbase.
Section 4. INDEMNITY
OCFA shall defend with counsel approved in writing by County, hold harmless
and indemnify. he. County and/or ts,officers, board .members, employees and agents,
against any and all liability, claims, and causes of action of any sort; asserted or made
by anyone, related to or arising from the use or misuse of Landbase by OCFA and/or its
consultants, from disclosure of the Landbase, and/or from the granting of this license,
including, but not limited to all costs, expenses, and reasonable attorneys' fees incurred
by County and/or its officers, board members., employees or agents (including but not
limited to fees of outside counsel and of County Counsel) in opposing or defending
against such liability, claims, or causes of action. The County shall not be entitled to
indemnification hereunder for the portion, if any, of any claim or liability which is
determined by a court of competent jurisdiction to have been caused solely by the willful
misconduct of the County
Page 3 of 7
Agreement No. D07-131
Section 5. WARRANTY
A. OCFA acknowledges that the Landbase was never intended to be used
for emergency services. Consequently, OCFA bears all responsibility. for__the use or
compatibility of Landbase with OCFA's intended use. The Landbase is provided "as is,"
without warranty of any kind, either expressed or implied, as to the accuracy,
thoroughness, value, quality, validity, merchantability, suitability, condition, or fitness for
a particular purpose. The entire risk as to the quality and content or accuracy of the
Landbase or the Source Data is with,. OCFA. The County does not warrant that the
Landbase will meet the requirements of the applications intended by OCFA or that any
Source Data provided by the County will be current, error-free, complete, or based upon
accurate or meaningful facts.
B. OCFA further understands and agrees that it is possible that errors and
omissions will occur in data input and/or programming performed by the County to
provide the Landbase in the form desired, and OCFA further understands and agrees
that it is highly probable that errors and omissions will occur in any record keeping
process, especially when large numbers of records are developed and maintained, and
that the Landbase or the Source Data may not meet OCFA's standards as to accuracy
or completeness; notwithstanding the forgoing, OCFA agrees to accept the Landbase
and any Source Data provided by the County "as is," fully expecting that errors and
omissions in any data obtained from the County may exist.
C. In no event will County be liable for any direct, indirect, consequential
incidental, punitive, or special damages, including, but not limited to, lost profits, lost
savings, or lost sales due to business interruption arising out of the use by OCFA and/or
its consultants of, or their inability to use Landbase, even if County has been advised of
the possibility of such damages. Further, OCFA acknowledges that the County shall not
be required to retain, maintain or support the Landbase or the Source Data in the future.
D. ~ ° County warrants that it has the legal right to license the Landbase and ~ - -= ~ - F -
both parties warrant that they have the right to enter into this Agreement.
Section 6. CONFIDENTIALITY AND INJUNCTIVE RELIEF
A. OCFA hereby acknowledges the County's position that the Landbase is a
valuable proprietary product, embodying substantial creative efforts, trade secrets, and
confidential information, ideas, and expressions. Accordingly, OCFA agrees to treat
(and take precautions to ensure that its employees and Users treat) the Landbase as
confidential information in accordance with the confidentiality requirements and
conditions set forth below.
B. Maintenance of Confidential Information
Page 4 of 7
Agreement No. D47-131
1. OCFA agrees to keep the Landbase confidential and to protect the
confidentiality thereof, in the same manner in which it protects the confidentiality
of similar information and data of its own (at all times exercising a reasonable
- degree of care in the protection of confidential information).
2. Upon #hirty (30) days written notice to OCFA, County shall have the
right to audit OCFA's procedures in order to determine whether such procedures
comply with the requirements set forth in this Agreement.
C. Injunctive Relief
'! . OCFA acknowledges that the unauthorized use; transfer,
assignment, sublicensing, or disclosure of the Landbase or copies thereof will:
(a) substantially diminish the value to County of copyrights, and
other proprietary interests that are the subject of this Agreement;
(b) render County's remedy at law for such unauthorized use,
disclosure, or transfer inadequate;
(c) cause irreparable injury in a short period of time.
2. If OCFA materially breaches any of its obligations with respect to
the confidentiality of the Landbase, County shall be entitled to equitable relief to
protect its interests therein, including, but not limited to, preliminary and
permanent injunctive relief as we11 as damages for any additional licensing fees
or any monetary damages caused by the actions of OCFA by any breach of the
agreement.
D. Survival
OCFA's obligations under this Section shall survive the termination of this
Agreement or of any license granted under this Agreement for whatever reason.
Section 7. WAIVER
A waiver of or failure to enforce any right under this Agreement by either party
shall not be deemed as a subsequent waiver of the same right or any other right.
Section 8. NOTICES
All written notices to be given under this Agreement shall be sent either by (a)
first class United States mail, or (b) overnight commercial courier, addressed to the
recipient party as show below:
To County:
County of Orange
Attn: Raymond Mathe, County Surveyor
300 N. Flower Street
Post Office Box 4048
Page 5 of 7
Agreement No. D07-131
Santa Ana, CA 92702
(714) 834-3747
To OCFA:
Orange County Fire Authority
Attn: Kathy Ballantyne, Information
1 Fire Authority Road
Irvine, CA 92602
(714) 573-6422
Technology Procurement Manager
Either party may change its address or designee by giving written notice to the
other party.
Section 9. EFFECTIVE DATE
This Agreement shall be effective as of the date stated above and shall continue
until January 25, 2013, unless extended by mutual agreement by the County and OCFA
or terminated. Either party may terminate this Agreement by giving 180-days written
notice to the other.
Section 10. ENTIRE AGREEMENT
This Agreement sets forth the entire understanding of the parties with respect to
the. subject matter hereof, and supersedes all prior oral and written agreements and
understandings relating thereto. No representation, promise, inducement, or statement
of intention has been made by either party which has not been set forth in this
Agreement and neither shall be bound by nor be liable for an alleged misrepresentation,
promise, inducement, or statement of intention not so set forth. No waiver, alteration,
modification, or cancellation of any of the provisions of this Agreement shall be binding
unless made in writing and signed by the parties.
Section 11. NONASSIGNABILITY
OCFA shall not assign or transfer this Agreement or all or any part of its rights
hereunder, by operation of law or otherwise, without the prior written consent of County.
Any unauthorized assignment or transfer shall be null and void and shall constitute
grounds for immediate termination of this Agreement by County. This Agreement shall
mute to the benefit of and be binding upon any permitted successor or assign.
Section 12 . GOVERNING LAW
The validity, interpretation, construction and performance of this Agreement shall
be governed by federal copyright laws and the laws of the State of California.
Section 13. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be an
original and all of which together shall constitute one and the same Agreement.
Page6of7
Agreement No. DO7-131
Section 14. AMENDMENTS.
No alteration or variation of the terms of this Agreement shall be valid unless
made in writing and signed by the parties; no oral understanding or agreement not
incorporated -herein shall be binding on either of the parties; and no exceptions,
alternatives, substitutes or revisions are valid or binding on the parties unless
`°~ authorized by each party in writing. Any such modifications,~~waivers- or amendments
shall not require additional consideration to be effective.
IN WITNESSETH HEREOF, the parties hereto have executed this Agreement as
of the date written below:
ORANGE COUNTY FIRE AUTHORITY
a California Joint Powers Authority
Date: 1 ~~~ ~~ G v ~--
By: --.
hip Prather, Fire Chief
Orange County Fire Authority
APPROVED AS TO FORM:
TERRY C. ANDRUS
GENERAL COUNSEL
y Date: p1I~aY • ~ ~,?,Q~~
Barbara Raileanu, Esq .
COUNTY OF ORANGE
_ ~~~~
Date: ~ a - L( d ~ ' ~`
By:
Chairman of the Board upervisors
APPROVED AS TO FORM:
COUNTY COUNSEL
By' Date:
ark Servino,
Deputy County Counsel
Page 7 of 7
+.~ SIGNED AND CERTIFIED THAT A COPY OF
THIS DOCUMENT HAS BEEN DELIVERED TO
~gen~' THE CHAIRMAN OF THE BOARD
PER G.C. C. 25 i 03, R 79.15
ATTEST
DA E J. BLOOM
CLERK OF THE BOARD OF SUPERVISORS
ORANGE COUNTY, CALIFORNIA
Agreement No. D07-131
EXHIBIT A
FEE SCHEDULE FOR PURCHASE OF LANDBASE AND REGULAR UPDATES TO THE LANDBASE
THE ORANGE COUNTY FIRE AUTHORITY (OCFA) SHALL PAY 75,000 PER YEAR FOR A
LICENSE TO "VALUE ADD" AND "DATA SHARE" THE LANDBASE TO OTHER APPROVED PUBLIC
SAFETY AGENCIES. OCFA SHALL RECEIVE REGULAR UPDATES OF THE L.ANDBASE.
IN THE EVENT THE COUNTY DISCONTINUES MAINTENANCE OR UPDATES OF THE LANDBASE,
OCFA SHALL BE UNDER NO FURTHER OBLIGATION TO PAY THE ANNUAL FEES SET FORTH IN
THIS EXHIBIT A. -
PAYABLE ANNUALLY ON .IANUARY 31
-- Exhlblt B ~. Agreement No. D07-131
AGREEMENT BETWEEN THE ORANGE COUNTY FIRE AUTHORITY AND
PARTICIPANT IN THE ORANGE COUNTY REGIONAL PUBLIC SAFETY GIS
COOPERATIVE FOR USE OF LICENSE AGREEMENTS AND COST SHARING -
..This ..Agreement ("Agreement") is made and entered into by and between the _
Orange County Fire Authority {"OCFA"), a California Joint Powers Authority, and
Participant in the Orange County Regional Public Safety
Geographic Information System {"G1S") Cooperative ("Participants) as of
2007.
RECITALS
A. WHEREAS, the Orange County Fire Chiefs Association designated OCFA
as the managing agency for the countywide shared GIS System that OCFA has created
with grant funding; and
B. WHEREAS, the GIS System was created in part using information
obtained from separate license agreements, which agreements are entered into
between OCFA and the license holder; and
C. WHEREAS, Participant will be permitted to use the GIS System including
the information obtained through the license agreements.
NOW THEREFORE, for good and sufficient consideration, as set forth below, the
parties agree as follows:
The recitals set forth above are incorporated herein by this reference.
2. In exchange for permitting Participant to use the information obtained from
license agreements that OCFA has entered into with license holders, which agreements
are incorporated herein by reference, as part of the countywide GIS System, and which
are listed in Exhibit A to this Agreement. Participant, including each of its agents,
officers, employees, and representatives, agrees to comply with all terms of each of the
license agreements with the license holders listed in Exhibit A, the terms of which are
incorporated herein by reference.
A. Participant agrees to maintain the confidentiality of the GIS System,
and may not disclose the GIS System, or any component thereof, except as
expressly permitted by the terms of the license agreements referenced in Exhibit
A.
3. In further consideration for the use of the GIS System, Participant agrees
that if Participant or any of its agents, officers, employees, or representatives violates
the terms of any of the license agreements with the vendors referenced in Exhibit A , it
shall defend and indemnify OCFA, its officers, board members, employees and agents,
against any and all liability, claims, and causes of action for a breach of any or all of the
Agreement No. D07-131
~- Exhibit B
license agreements referenced in this Agreement caused, in whole or in part, by
Participant.
. 4. Exhibit A may be updated by OCFA from time to time to include and
exclude license holders. If such updates are made, copies of the updated Exhibit A and
related. license agreements will be immediately provided to Participant, but no later than- _.
fifteen calendar days after the update is made, a# which time the updated versions of
Exhibit A and the corresponding license agreements will become part of this
Agreement. _ __,
5. Participant shall- pay OCFA a share of costs for use of licensed data as
listed in Exhibit B attached to-this Agreement. OCFA will invoice participant by June 1
each year, and payment shall be due on July 1, payable within 30 days. Exhibit B may
be updated by mutual agreement of the parties, the amended version of which will be
incorporated into this Agreement by reference.
6. This Agreement shall be effective as of the date stated above and shalt
continue until June 30, 2013, unless extended by mutual agreement by OCFA and
Participant. Either party may terminate this Agreement by giving 180-days written
notice to the other. In case of termination by Participant, Participant's indemnity
obligations set forth in Paragraph 3 above shall continue to the extent that Participant
continues to use any information obtained from OCFA pursuant to this Agreement.
7. In the event of litigation between the parties to enforce the terms of this
Agreement, each party shall bear its own attorneys' fees, costs and expenses.
Agreement No. D07-131
-- Exhibit B --
1N WITNESSETH HEREOF, the parties hereto have executed this Agreement as
of the date written below:
ORANGE COUNTY FIRE AUTHORITY
Date:
APPROVED AS TO FORM:
TERRY C. ANDRUS
GENERAL COUNSEL
a California Joint Powers Authority
_ gy:
Chip Prather, Fire Chief -
Orange County Fire Authority
Bv: Date:
Barbara Raileanu, Esq.
PARTICIPANT
Date: By:
Agreement No. D07-131
-- Exhibit B
EXHIBIT A -LICENSE AGREEMENTS
-As flf September 27, 2007 the following attached license and professional service
agreements are incorporated into this Agreement.
Geoprise
Tele Atlas North America, Inc dated 12/12/06
Digital Globe/AirPhototJSA for February 2006 final photo date.
County of Orange Parcel Data dated November 15, 2007
- EXhlblt B __ Agreement No. D07-131
EXHIBIT B -COST SHARING
City of
The City of shaA pay the following amounts as their share of
costs for the GIS Cooperative as agreed below. - -
License A reement Throu h June 2008 711/08-6130/09
Geo rise No Cost
TeleAtlas No Cost
AirPhoto USA No Cost
Coun of Oran a No Cost
Main#enance No Cost
Total No Cost
PARTICIPANT
By:
Date:
ORANGE COUNTY FIRE AUTHORITY
By: Date:
Kathy Ballantyne
GIS Program Contract Administrator