Resolution No. 7501I RESOLUTION NO. 7501
2
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
3 VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
SUBLICENSE AGREEMENT (AGREEMENT NO. 0001001) BY AND
4 BETWEEN THE CITY OF VERNON AND DIGITAL MAP PRODUCTS,
LLC
5
6
7 WHEREAS, the City of Vernon entered into an Agreement for
8 Professional Consulting Services ("Agreement") dated May 18, 1999,
9 with A.C.T. GIS, Inc. ("ACT") for the development and implementation
10 of a geographic information system ("GIS") for the City pursuant to
11 Resolution No. 7330 adopted by the City Council of the City of Vernon
12 on June 15, 1999; and
13 WHEREAS, Digital Map Products, LLC ("Digital Map") is an
14 authorized Sublicensor of products owned by third parties pertaining
15 to parcel and right-of-way data, property attributes, maps and
16 orthophotos (the "Data"); and
17 WHEREAS, ACT requires access to Digital Map's information in
18 order to accomplish the tasks required by the Agreement; and
19 WHEREAS, the City of Vernon is required to execute a
20 Sublicense Agreement with Digital Map (Agreement No. 0001001) in order
21 to gain access to information provided by Digital Map; and
22 WHEREAS, the City of Vernon and Digital Map desire to enter
23 into a Sublicense Agreement setting forth the terms and conditions of
24 the utilization of the Data.
25 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
26 CITY OF VERNON AS FOLLOWS:
27
28 / / /
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Sublicense Agreement (Agreement No. 0001001), a copy of
which has been presented to the City Council concurrently with this
resolution, and the City Council hereby orders said Agreement to be
received and filed by the City Clerk.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Sublicense
Agreement for, and on behalf of, the City of Vernon.
SECTION 4: The City Clerk is hereby directed to transmit
four originals of the Sublicense Agreement to the following:
Digital Map Products
3187 Red Hill Avenue, Suite 220
Costa Mesa, CA 92626
SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 7tn day of March, 2000.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
LEONIS C. MhLBURGv, Mayor
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I STATE OF CALIFORNIA )
ss
2 COUNTY OF LOS ANGELES )
3
4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
5 hereby certify that the foregoing Resolution, being Resolution No.
6 7501, was duly adopted by the City Council of the City of Vernon at a
7 regular meeting of the City Council duly held on Tuesday, March 7,
8 2000, and thereafter was duly signed by the Mayor of the City of
9 Vernon.
10
BRUCE V. MALKENHORST, City Clerk
11
12 (SEAL)
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SUPPORTING
DOCUMENTS
AMENDMENT NO. ONE TO AGREEMENT
FOR PROFESSIONAL CONSULTING SERVICES
THIS AMENDMENT NO. ONE TO AGREEMENT FOR PROFESSIONAL
CONSULTING SERVICES (the "Amendment") is made, entered into and
executed in duplicate originals, either copy of which may be
considered and used as the original hereof for all purposes, as of
this -)? day of March, 2000.
BY AND BETWEEN
WF.A Q97
THE CITY OF VERNON, a municipal
corporation (hereinafter referred to
as the "CITY")
4305 Santa Fe Avenue
Vernon, California 90058
A.C.T. GIS, INC.
(hereinafter referred to as
"CONSULTANT")
937 South Via Lata
Colton, CA 92324
RECITALS
WHEREAS, CITY and CONSULTANT are parties to an Agreement for
Professional Consulting Services dated May 18, 1999 (hereinafter
referred to as the "Agreement") with respect to the development and
implementation of a geographic information system ("GIS") for the
City; and
WHEREAS, pursuant to the Agreement, CONSULTANT was to
provide six inch (6") Pixel Orthophotos which were standard in the
industry at the time the Agreement was executed; and
WHEREAS, the price of three inch (3") Pixel Orthophotos,
Y
i Which are significantly clearer, has dropped dramatically, and it has
2 been determined that the difference in price of Eleven Thousand Three
Hundred Eighty -Two Dollars and No Cents ($11,382.00) is worth the
added quality; and
WHEREAS, in order to perform its obligations under the
Agreement, CONSULTANT needs to obtain parcel and right-of-way data,
property attributes, Thomas Brothers Maps and orthophotos from Digital
Map Products, LLC ("DMP"); and
WHEREAS, in order to obtain this information from DMP, the
City is required to enter into a Sublicense Agreement with DMP which
obligates any City consultant who uses such information to execute and
abide by the terms of a Subuser License Agreement which is attached as
Exhibit "E" to the Sublicense Agreement; and
WHEREAS, the CITY and CONSULTANT desire to amend the
Agreement to change the scope of the work to include the provision of
three inch (3") Pixel Orthophotos instead of six inch (6") Pixel
Orthophotos and to require CONSULTANT to execute a copy of the Subuser
License Agreement required by DMP.
NOW, THEREFORE, IN CONSIDERATION OF THESE MUTUAL COVENANTS,
THE PARTIES HERETO AGREE AS FOLLOWS:
SECTION 1: Paragraph 1 of Section I of the Agreement
entitled "Incorporation of Proposal," is hereby amended to read as
follows:
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1. Incorporation of Proposal. CONSULTANT shall
perform services as outlined in the Proposal, which is made
a part hereof by reference. It is understood and agreed
that in the event of a conflict between the Proposal and
this Agreement, the terms of this Agreement shall prevail.
It is further understood and agreed that Appendix 3 of the
Proposal is deemed omitted.. Additionally, it is understood
that CONSULTANT will provide the City with 3" orthophotos in
lieu of the 6" orthophotos indicated in the proposal.
SECTION 2: Paragraph 1 of Section III of the Agreement
entitled "Services," is hereby amended to read as follows:
1. Services. The City shall compensate the CONSULTANT
in an amount not to exceed Ninety -Three Thousand One Hundred
Two Dollars and No Cents ($93,102.00), for all services and
expenses to be provided under the Agreement.
SECTION 3: CONSULTANT agrees to comply with the terms of
Exhibit "E" (the Subuser License Agreement) of the Sublicense
Agreement executed between the City and DMP, a copy of which is
attached hereto and made a part hereof as Exhibit "A", and to execute
the Subuser License Agreement and return it to the City immediately.
CONSULTANT shall not utilize any information obtained by the City
pursuant to the Sublicense Agreement until CONSULTANT executes and
returns the Subuser License Agreement to the City.
SECTION4: In all other respects, the terms and conditions
of the Agreement for Professional Consulting Services shall be renewed
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in its entirety.
IN WITNESS WHEREOF, CITY and CONSULTANT have executed this
Amendment as of the date first hereinabove set forth.
CITY OF VERNON
By:
EONIS C. MALB �Rl,,�Maor
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FO
EDUARDO OLIVO, City Attorney
A. GIS I
By:
Titl
B V
Title:
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SUBUSER LICENSE AGREEMENT
USER AGREEMENT
Agreement No. 990 XOOX
2000 DIGITAL MAP PRODUCTS
This document and any portion thereof may not be reproduced
without the prior written consent of
DIGITAL MAP PRODUCTS
A. Digital Map Products, a California Limited Liability Company, having offices at 3187 Redhill Avenue,
Suite 220, Costa Mesa, California 92626 ("DMP"), and SAMPLE entered into that certain Database License Agreement
date May 24,1999, a copy of which is attached hereto as Exhibit A and incorporated by reference herein (the "License
Agreement").
B. User is a Consultant (as each is defined in the License Agreement) of Licensee and desires to use the
Database, together with Licensee's Derivative Products solely for User's noncommercial use irycpnnection with contract
bidding, and the contract (# ) work if User is awarded the contract, (the "Purpose") pursuant to the
Database License Agreement;
1. GRANT OF RIGHTS.
THIS AGREEMENT SHALL BE NULL AND VOID UNLESS USER HAS DELIVERED THIS
AGREEMENT TO DMP.
User understands and agrees that it is acquiring the right to use the Database, Documentation and
Derivative Products (as each is defined in the Database License Agreement) solely for its internal, noncommercial use
and purpose pursuant to the Database License Agreement, which right is nonexclusive, nontransferable arA
nonassignable. User shall have the right to use the Database and the Documentation to produce printouts, plots,
displays, photographic film and printed matter (the "Visual Output") for the Purpose, from the Effective Date hereof
until expiration or termination of the Agreement as set forth herein. Without limiting the foregoing, Licensee
understands and agrees that it shall in no event use the Database to publish maps of any kind, or map related or any
other information using the TBM Page and GridTM, for any purpose or use other than the Purpose. User further
understands and agrees that it shall be bound by and subject to the terms and conditions contained in the Database
License Agreement.
IN WITNESS WHEREOF, the User has caused its duly authorized representatives to execute and deliver this Agreement
as of the date first set forth above.
Digital Map Products
By
Name Tames Skurzynski
Title Vice President, Chief Operating Officer
User A.C.T. GIS, Inc.
By
Name S V c(,
Print or type C C Q-rl
Title
EXHIBIT A
RECEIVED
SUBLICENSE AGREEMENT FEB 10 2000
Agreement No. 0001001
Community Services
2000 DIGITAL MAP PRODUCTS
This document and any portion thereof may not be reproduced
without the prior written consent of
DIGITAL MAP PRODUCTS
This Sublicense Agreement ("Agreement") is made and entered into as of
2000 ("Effective Date") by and between Digital Map Products, LLC
("DMP") an The City of VERNON ("Licensee").
RECITALS
A. DMP is an authorized Sublicensor of certain Contributed Products which is
owned by third parties.
B. Licensee desires to acquire from DMP and DMP desires to grant to
Licensee a non-exclusive right and sublicense to use the Licensed Products containing
all or portions of the Contributed Products solely for the purpose hereinafter defined.
NOW, THEREFORE, in consideration of the mutual covenants and promises set
forth herein, and for other good and valuable consideration received, the parties hereby
agree as follows:
DEFINITIONS
1.1 "Contributed Products" shall mean those certain products licensed by
certain Contributors to DMP with the right to grant sublicenses as set forth herein. Such
products shall include compilations of geographic, cartographic, engineering,
architectural, tabular, text and/or other data, information or works, including, but not
limited to, graphic and/or file data in automated or manual form such as Property
Characteristics Information and digital graphic information systems.
1.2 "Contributor" shall mean a third party licensor of Contributed Products to
DMP.
1.3 "Derivative Data or Products" shall mean all works created by Licensee
which incorporate all or part of the Contributed Products, including, but not limited to, a
revision, modification, translation, abridgement, condensation, expansion, collection,
compilation or any other form of, or modification to the Contributed Products as well as
any product, including but not limited to data layers, developed or constructed by or on
behalf of Licensee based upon and/or referencing all or part of a Contributed Product.
1.4 "Documentation" shall mean all manuals, user documentation, and other
related materials pertaining to the Licensed Products which are furnished in order to
ensure proper and/or ease of use of the Products by Licensee.
Agreement No. 0001001 Page 1
1.5 "Licensed Products" shall mean those products set forth in Exhibit A which
are being sublicensed to Licensee pursuant to this Agreement. Licensed Products can
include Contributed Products, whether solely products contributed by the County of Los
Angeles or products contributed by the County of Los Angeles combined with the
products of other Contributors, and/or products developed by DMP pursuant to its
license with the County of Los Angeles which incorporates County of Los Angeles
Contributed Products. The Licensed Products, the Contributed Products which is
incorporated into each Licensed Product and the Contributor of the Contributed
Products are identified in Exhibit A attached hereto and incorporated by reference
herein.
1.6. "Owners" shall mean the owners of certain Contributed Products referred
to in Exhibit A.
1.7 "Peripheral Data or Products" shall mean any work created by Licensee
that does not incorporate, or use as a base, any portion of the Contributed Products or
Derivative Product and which was not developed or constructed based upon or
referencing all or part of the Contributed Products or a Derivative Product.
1.8 "Purpose" shall mean the non-commercial, internal use of Licensed
Products for Licensee's normal business activities by its employees, agents and
contractors subject to the terms and conditions herein. Licensee's business activities
shall not include activities of joint power authorities, or other separate legal entities
regardless of whether Licensee is a member of those agencies. Specifically excluded
from the Purpose is the public display or depiction of the Licensed Products on the
Internet or through other electronic transmission.
1.9 "Visual Output" shall mean all printouts, plots, displays, photographic film,
printed matter and other visual representation of data.
2. EXPANDED DEFINITION OF PURPOSE
If, during the term of this Agreement or any subsequent extensions, Licensee
requires an expanded definition of the Purpose of this Agreement to meet its normal
non-commercial business objectives, DMP shall not unreasonably withhold such an
expanded definition so long as such expanded definition does not cause Licensee to in
any way compete with DMP, Contributors or Owners.
3. LICENSE
3.1 DMP hereby grants, and Licensee hereby accepts, subject to the terms
and conditions of this Agreement, a revocable, non-exclusive, non -transferable, and
non -assignable right and sublicense to use the Licensed Products solely for the
Purpose, from the Effective Date of this Agreement until this Agreement is terminated
or expires in accordance with its terms. Pursuant to this sublicense to use the Licensed
Products, Licensee may:
(i) produce Visual Output from the Licensed Products for its own internal
business use to the extent that such Visual Output contributes to the Purpose;
Agreement No. 0001001 Page 2
(ii) distribute Visual Output to Licensee's contractors,
consultants and agents that Licensee engages to fulfill the •
Purpose providing the Visual Output does not compete with
or replace current products and/or services of DMP or any of
its affiliates, or Contributors or Owners. Licensee may
charge fees for the distribution of such Visual Output
provided that such fees are for the sole purpose of
recouping costs consistent with Licensee's normal business
practices;
(iii) develop Derivative Products for its own internal
business use to the extent that such Derivative Products
contribute to the Purpose. Licensee may retain and use
such Derivative Products, royalty -free, in perpetuity solely for
the Purpose provided that such use does not include any
manner of attempt to re -engineer any aspect of the Licensed
Products. Licensee may, but is in no way obligated to
provide copies of Derivative Products, to DMP;
(iv) provide Licensed Products and Derivative Products in
digital format to third party contractors, agents, consultants
for such third parties' use to fulfill the Purpose provided that
said third parties do not sell, license or otherwise distribute
Licensed Products, Derivative Products or any portion
thereof, and that such third parties execute and abide by the
terms of a consultant use agreement provided in Exhibit E,
to be presented to consultant by DMP and approved by
Licensee. Licensee shall not be precluded from charging
fees for the distribution of Licensed Products or Derivative
Products to third party contractors, agents and consultants
provided that such fees are for the sole purpose of
recouping costs consistent with Licensee's normal business
practices; and,
(v) distribute Derivative Products in digital format without
restriction to other third parties who have signed agreements
with DMP for Licensed Products from which such Derivative
Products were developed. Licensee may distribute
Derivative Products to other third parties without signed
agreements with DMP only by signing a separate contributor
agreement with DMP in which Licensee becomes a
Contributor as defined herein.
3.2 Without limiting the above, Licensee shall have no right to assign,
transfer, or sublicense any aspect of the Licensed Products or Derivative Products.
Agreement No. 0001001 Page 3
4. DELIVERY
4.1 Delivery Formats. DMP shall deliver the Licensed Products to Licensee in
industry standard format compatible with Licensee's GIS platform as of the Effective
Date. During the term of this Agreement, should Licensee require the Licensed
Products compatible with an additional GIS platform, DMP shall deliver such Licensed
Products in the requested format within 30 days thereof for a mutually agreed upon
service charge. Licensed Products shall be delivered on mutually acceptable media
compatible with Licensee's computer system. If Licensee has special delivery and/or
format requirements, a predetermined mutually agreed upon service charge will be
included in the price of the initial delivery and all subsequent deliveries to which the
special requirements apply. DMP shall deliver and install the Licensed Products within
30 days of DMP's receipt of this Sublicense Agreement, executed by Licensee.
4.2 Delivery Responsibilities. Licensee shall be responsible for the initial
delivery and installation of all Licensed Products as well as all subsequent installation of
maintenance updates, or new Licensed Products. For invoicing purposes, installations
shall be considered to be complete 14 days from date of delivery.
5. SUPPORT
For the term of this Agreement, DMP shall provide Licensee with customer support for
the Licensed Products as set forth in this Section 5. Licensee will be provided with an
E-Mail address to communicate support issues to DMP. Normal hours of operation for
DMP are 8:00 a.m. to 5:30 p.m. A technical consultant will respond to all telephone
requests within four business hours and to all emergency requests within two business
hours. A technical consultant will provide up to 8 hours per year of technical consulting
resources required to address any specific issues as directed by Licensee. Any
additional resources requested by Licensee will be made available at the prevailing
DMP technical consulting rates. Licensee will appoint one contact person for
addressing support issues to DMP.
6. MAINTENANCE AND MODIFICATIONS
6.1 Maintenance Update Schedule. Licensee shall receive updates to the
Licensed Products according to the schedules identified in Exhibit C, Product Update
Schedule.
6.2 Responsibility for Maintenance Updates. DMP assumes responsibility for
providing updates to Licensee according to a mutually agreed upon schedule. As part
of its responsibility, DMP shall ensure that the updates provided are delivered within a
reasonable level of accuracy and completeness, insofar as such information is available
from Owners.
6.3 Modifications to the Licensed Product. Licensee shall be entitled to
modifications to the Licensed Products as outlined in Exhibit A, Schedule of Licensed
Products. Licensee may, from time to time, at no cost to Licensee, request that DMP
incorporate certain features, enhancements or modifications into the Licensed Product.
DMP may, in its sole and absolute discretion, undertake to incorporate such changes
Agreement No. 0001001 Page 4
and distribute the Licensed Products, as modified, to all or any of DMP's licensees.
Unless otherwise specified by DMP, such modifications and material automatically shall
be deemed included within the definition of the term "Licensed Products" and subject to
the terms and conditions of this Agreement and shall be the sole property of DMP
and/or the Owners. DMP and the Owners shall be under no obligation to make
modifications that may be required for Licensee -specific needs. DMP and Licensee
reserve the right to separately negotiate terms and conditions for joint projects to
upgrade the Licensed Products ("Upgrade Projects") and the parties may agree in
writing, to create and market new data products and services.
6.4 Errors in the Licensed Product. Licensee may identify errors in the
Licensed Product to DMP, but DMP shall not be responsible for correcting such errors.
Any errors detected by Licensee and identified to DMP in writing shall be forwarded to
Owners. Owners shall investigate all errors and may at their sole discretion decide to
fix such errors in which case such corrections shall be included in the next scheduled
update of the Licensed Product to Licensee. DMP shall provide written feedback to
Licensee with respect to the disposition of all errors communicated to DMP in writing.
7. LICENSE FEES, PAYMENT AND ACCEPTANCE
7.1 License Fees and Payments. In consideration of the license rights
granted in Section 3 above, Licensee shall pay license fees for the Licensed Products
as set forth in Exhibit A, plus all applicable taxes. The Licensed Products License Fees
for both the initial delivery and subsequent maintenance updates, if applicable, shall be
invoiced annually at the beginning of each contract year. Licensee shall pay for all
Licensed Products in -full prior to the mutually agreed upon date of delivery.
7.2 Licensed Product Options. Options to Licensed Products and
corresponding fees have been itemized in Exhibit B, Licensed Product Options.
7.3 Renewal Fees. In the event this Agreement is renewed at the end of the
term, as provided for in Section 11, the Licensed Product License Fee for the renewed
term shall be mutually agreed upon by both parties.
8. PROTECTION OF LICENSED PRODUCT
8.1 Proprietary Notices. Owners claim and reserve all ownership and rights
afforded at law and in equity in all data, compilations, and materials that constitute the
Licensed Products, including, but not limited to, all rights under federal copyright law.
Licensee agrees to respect and not to remove, obliterate, or cancel from view any
copyright, trademark, confidentiality, or other proprietary notice, mark, or legend
appearing on the Licensed Products or on the Visual Output, including, but not limited
to, any such notices displayed to the user during the operation of the Licensed Product
and any such notices in the Documentation, and agrees to use its best efforts to
reproduce and include the same on any copy of the Licensed Product any portion
thereof distributed to Licensee's consultants, agents and contractors. Map printouts
and plots shall bear the following notice:
Agreement No. 0001001 Page 5
Copyright 2000, All rights reserved
The information contained herein is the proprietary property
of the following owners supplied under license and may not be reproduced
except as licensed by Digital Map Products; (List owners per Exhibit A Schedule of
Licensed Products)
Licensee shall use the same reasonable effort to include the above notice on all Visual
Output and shall at all times exert no lesser effort than that Licensee uses to protect
Licensee's own intellectual property. Licensee further agrees to use its best and
reasonable efforts to require all contractors, consultants, and agents using the Licensed
Products, as provided in Section 3, to include the above notice on all Visual Output.
8.2 Ownership. Licensee further acknowledges that the Licensed Products,
Derivative Products and Documentation are the sole property of DMP and/or Owners.
Except for the rights expressly granted to Licensee herein, Licensee shall not have any
right, title, or interest in or to such portions of the Licensed Products, Derivative
Products or Documentation or any copies of any of the foregoing except as expressly
provided in this Agreement, and further shall secure and protect the Licensed Products,
Derivative Products and Documentation consistent with the terms of this Agreement.
DMP and Owners make no claim of ownership or copyright in or to any original data
contributed by Licensee to the Licensed Products or Derivative Products. All copyrights
associated with the Licensed Products, the relevant Contributed Products and the
Derivative Products and all other rights thereto, not specifically granted to the Licensee
in this Agreement, are reserved by DMP and Owners. 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 DMP or Owners.
8.3 Licensee's Ownership. DMP acknowledges that the Peripheral Products in
any form, and any copies thereof, including, without limitation, any portion thereof which
may have been given to DMP, are the sole property of Licensee. DMP shall not have
any right, title, or interest in or to said Peripheral Products or the Peripheral Products'
data or documentation or any copies of the foregoing except as expressly provided in
this Agreement. DMP shall secure and protect Peripheral Products consistent with the
terms of this Agreement. All copyrights associated with Peripheral Products, and all
other rights thereto not specifically granted to DMP in this Agreement are reserved by
Licensee. Nothing contained in this Agreement shall be construed as conferring any
Agreement No. 0001001 Page 6
license or right upon DMP or Owners with respect to any Licensee logo, seal, product
name, or the corporate name of Licensee.
9.0 CONFIDENTIALITY AND INJUNCTIVE RELIEF
9.1 Acknowledgment. Licensee hereby acknowledges and agrees that the
Licensed Products are valuable and proprietary, embodying substantial creative efforts,
trade secrets, and confidential information, ideas, and expressions of Contributors,
Owners or DMP. Accordingly, Licensee agrees to treat the Licensed Products as
confidential information in accordance with the confidentiality requirements and
conditions set forth below.
9.2 Acknowledgment. DMP hereby acknowledges and agrees that the
Derivative Products and/or Peripheral Products are valuable proprietary products,
embodying substantial creative efforts, trade secrets, and confidential information,
ideas and expressions of Licensee. Accordingly, DMP agrees to treat (and take
precautions to ensure that its employees treat) the Derivative and/or Peripheral
Products as confidential information of the Licensee in accordance with the
confidentiality requirements set forth below.
9.3 Iniunctive Relief. Licensee acknowledges that the unauthorized use,
transfer, assignment, sublicensing, or disclosure of the Licensed Products,
Documentation, Derivative Products or copies thereof will (1) substantially diminish the
value to Contributors and Owners to the trade secrets, copyrights, and other proprietary
interests that are the subject of this Agreement; (ii) render DMP's remedy at law for
such unauthorized use, disclosure, or transfer inadequate; and (iii) cause irreparable
injury. If Licensee breaches any of its obligations with respect to the use or
confidentiality of the Licensed Products, Documentation, or Derivative Products, DMP
shall be entitled to equitable relief to protect its interests therein, including, but not
limited to, preliminary and permanent injunctive relief.
9.4 Iniunctive Relief. DMP acknowledges that the unauthorized use, transfer,
assignment, sublicensing, or disclosure of the Peripheral Products and/or Derivative
Products or copies thereof will (1) substantially diminish the value to Licensee of the
Peripheral Products and/or Derivative Products; (11) render Licensee's remedy at law for
such unauthorized use, disclosure, or transfer inadequate; and (iii) cause immediate
irreparable injury. If DMP breaches any of its obligations with respect to the use or
confidentiality of the Peripheral Products and/or Derivative Products, Licensee shall be
entitled to equitable relief to protect its interests therein, including, but not limited to,
preliminary and permanent injunctive relief.
9.5 Maintenance of Confidential Information. Each party agrees to keep
confidential all confidential information disclosed to it by the other party in accordance
herewith, 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 at least a reasonable degree of care in the protection of confidential
information); provided, however, that neither party shall have such obligation with
respect to the use or disclosure to others of any confidential information that can be
established to have: (a) been known publicly; (b) been known generally in the industry
Agreement No. 0001001 Page 7
before communication by the disclosing party; (c) become known publicly, without fault
on the part of the receiving party, subsequent to disclosure by the disclosing party; (d)
been known otherwise by the receiving party before communication by the disclosing
party; (e) been received by the receiving party without any obligation of confidentiality
from a source (other than DMP or Licensee) lawfully having possession of such
information or, (f) which is required to be disclosed pursuant to any local, state or
federal law or regulation. Upon ten (10) days written notice to Licensee, DMP shall
have the right to inspect and audit Licensee's procedures and to examine Licensee's
computer systems in order to determine whether such procedures and computer
systems comply with the requirements set forth in this agreement.
10. WARRANTY
10.1 Limited Warranty. DMP represents and warrants to Licensee that the
Licensed Products will perform in all material respects. DMP further represents and
warrants that it has the right to enter into this Agreement and to grant Licensee the
rights granted hereunder. Should DMP be in breach of its representation and warranty
under this section 10. 1, DMP's entire liability and Licensee's exclusive remedy under
this Agreement shall be, at DMP's option, which option shall be exercised within 30
business days of date of delivery of licensed products, either (1) return the Licensed
Product(s) in exchange for the full refund of all of the fees paid for such Licensed
Product(s), or (ii) repair or replace the Licensed Product(s) upon its return to DMP
provided, however, that DMP receives written notice from Licensee of a breach of
warranty. Any replacement Licensed Product will be warranted for 30 days from
delivery of the replacement Licensed Product.
10.2 Infringement.
(a) If any action or proceeding brought against Licensee is based on a claim of
infringement arising out of Licensee's use of all or any portion of a Contributed Products
included in the Licensed Products, and if Licensee notifies DMP within thirty (30) days
after the receipt of knowledge of any such action or proceeding, DMP shall, at its own
expense, do the following to assure continuation of the use of the Licensed Products
and Documentation: (1) procure for Licensee the right to continue to use any part of the
Licensed Product and Documentation affected by such action or proceeding; or (ii)
replace or modify, with Licensee's approval, any Licensed Products and Documentation
determined to be infringing such that the infringement is removed; or (iii) failing (i) or (ii)
above reimburse Licensee for the pro rata portion of the Licensed Products license fee
paid to DMP by Licensee, if any, of any period in which Licensee is unable to use the
Licensed Product as a result of such action or proceeding. Licensee shall exert its best
efforts to cooperate with DMP in DMP's defense of such actions and proceedings. DMP
shall give Licensee prompt written notice of any potential infringement problems of
which it becomes aware.
(b) Notwithstanding anything to the contrary contained herein, DMP,
Contributors and Owners shall have no warranty, liability or obligation with respect to
Peripheral Products or to any modifications of the Licensed Product by Licensee if,
absent the incorporation of the Licensed Products or modifications made by Licensee,
the claim of infringement would not have occurred. Further, if any claim, suit or
Agreement No. 0001001 Page 8
demand is asserted by a third party that, as a result of modifications by the Licensee,
Licensed Products as so modified infringes on intellectual property right of the third
party or that Peripheral Products infringe on intellectual property right of the third party,
Licensee shall defend, indemnify and hold harmless DMP, Contributors or Owners with
respect to any and all losses, necessary and reasonable costs, liabilities or damages
resulting from or in conjunction with such claim (including reasonable and necessary
attorneys' fees) and any judgment that may be awarded against DMP, Contributors or
Owners to the extent such claim or judgment is based upon such Licensee made
modification or Peripheral Product
10.3 Disclaimer of Warranties. THE WARRANTIES STATED IN SECTION 10.1
ABOVE ARE THE SOLE AND THE EXCLUSIVE WARRANTIES OFFERED BY DMP,
THE OWNERS AND THE CONTRIBUTORS. DMP, THE OWNERS AND THE
CONTRIBUTORS HEREBY EXPRESSLY DISCLAIM ALL OTHER WARRANTIES
RESPECTING THE CONTRIBUTED PRODUCTS, THE LICENSED PRODUCTS,
DOCUMENTATION, OR SERVICES PROVIDED OR DEVELOPED HEREUNDER,
EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY
WARRANT OF DESIGN, OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR
PURPOSE, OR AGAINST INFRINGEMENT, EVEN IF THE PARTIES HAVE BEEN
INFORMED OF SUCH PURPOSE. NO AGENT OF THE PARTIES IS AUTHORIZED
TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF THE PARTIES AS SET
FORTH HEREIN.
10.4 Limitation of Liability
(a) Except as otherwise expressly set forth in this Agreement, neither
DMP, Contributors, Owners nor Licensee shall be liable to any of the others for any
special, indirect, incidental or consequential damages resulting from a breach of this
Agreement including, but not limited to, loss of use of or under -utilization of labor or
facilities, loss of revenue or anticipated profits, or claims of customers, resulting from
performance or nonperformance of the obligations under this Agreement.
(b) Except for claims of infringement or unauthorized disclosure of the
other party's proprietary or confidential information, any provision herein to the contrary
notwithstanding, the maximum liability of DMP to any person, firm, or corporation
whatsoever arising out of or in connection with any license, use of other employment of
the Licensed Products Data delivered to Licensee hereunder, when such liability
arises from any claim based on breach or repudiation of contract or warranty, shall in no
case exceed the actual License fee paid to DMP by Licensee for the Licensed Product,
the License, use or other employment of which gives rise to the liability.
11. TERM OF AGREEMENT
This Agreement shall be effective on the Effective Date and shall continue in effect
commensurate with the terms specified for the Licensed Products in Exhibit A,
Schedule of Licensed Products, unless terminated in accordance with the terms and
conditions of Section 12.
Agreement No. 0001001 Page 9
12. DEFAULT AND TERMINATION
12.1 Events of Default. This Agreement may be terminated by the non -
defaulting party if any of the following events of default occur: (a) a party materially fails
to perform or comply with this Agreement or any provision hereof; (b) a party fails to
strictly comply with the provisions of Section 8 (Protection of Licensed Product) or of
Section 9 (Confidentiality and Injunctive Relief) or makes an assignment in violation of
Section 14 (Non -assignability); (c) any transfer, sale, merger, or acquisition of more
than fifty percent (50%) of the issued and outstanding shares of assets of either party;
(d) a party ceases doing business, becomes insolvent or admits in writing its inability to
pay its debts as they mature, or makes an assignment for the benefit of creditors; (e) a
petition under any foreign, state, or United States bankruptcy act, receivership statute,
or the like, as they now exist, or as they may be amended, is filed by a party; or, (f)
such a petition is filed by any third party, or an application for a receiver is made by
anyone and such petition is not resolved favorably within ninety (90) days.
12.2 Effective Date of Termination. Termination under subparagraphs 12.1 (b)
(c), (d), (e), or (f) above, shall be effective on notice. Termination under subparagraph
12.1 (a) shall be effective thirty (30) days after notice of termination to the defaulting
party if the defaults have not been cured within such thirty -day (30-day) period.
12.3 Obligations on Expiration or Termination. Upon expiration or termination
of this Agreement, Licensee shall cease and desist all use of the Licensed Products,
and Licensee shall promptly deliver to DMP at termination all full, or partial, copies of
the Licensed Products and Documentation in Licensee's possession or under its
control. Expiration or termination shall not prohibit Licensee from continued use of
Peripheral Products in perpetuity under the terms specified herein and continued use of
Derivative Products in perpetuity under the terms specified herein provided that such
use does not include any manner of attempt to recreate any form of the Licensed
Products from such Derivative Products and Licensee continues to protect such
Derivative Products in perpetuity as outlined in this Agreement. Licensee
acknowledges that its failure to comply with the obligations of this Section will constitute
unauthorized use of the Licensed Products, entitling DMP to equitable relief as
specified herein.
13. NOTICES
All notices, authorizations, and requests in connection with this Agreement shall
be deemed given (a) five days after being deposited in the mail, postage prepaid,
certified, or registered, return receipt requested; or (b) one day after sent by overnight
courier, charge prepaid; and addressed as first set forth above or to such other address
as the party to receive the notice or request so designates by written notice to the other,
addressed as follows:
Agreement No. 0001001 Page 10
To Digital Map Products:
Digital Map Products
3187 Red Hill Avenue, Suite 220
Costa Mesa, California 92626
Attn: Contracts
Phone: (714) 755-4499
Fax: (714) 662-0515
14. NON -ASSIGNABILITY
To Licensee:
City of Vernon
4305 South Santa Fe Avenue
Vernon, California 90058
Attn: Bruce V. Malkenhorst
Phone: (323) 583-8811
Fax: (323) 583-2761
Licensee may 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 DMP. Any
unauthorized assignment or transfer shall be null and void and shall constitute grounds for
immediate termination of this Agreement under Section 12 above. DMP may assign this
Agreement to a related party, or unrelated party as part of a merger, acquisition or the
business re -organization and Licensee hereby consents to such assignment. This
Agreement shall inure to the benefit of and be binding upon any permitted successor or
assign.
15. GOVERNING LAW
The validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of California, without regard to the conflicts of laws
principals thereof.
16. SEVERABILITY
If any provision of this Agreement shall be held by a court of competent jurisdiction to
be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force
and effect.
17. MISCELLANEOUS
17.1 Entire Understanding. This Agreement and the exhibits signed or initialed
by Licensee attached hereto contain the entire understanding and agreement between
the parties respecting the subject matter hereof and all prior quotations, invoices,
negotiations, understandings, representations, and agreements of the parties, whether
oral or written, are superseded in their entirety.
17.2 Modifications to Agreement. This Agreement may not be supplemented,
modified amended, released, or discharged except by an instrument in writing signed
by each party's duly authorized representative.
17.3 Headings Not Controlling. All Captions and headings in this Agreement
are for purposes of convenience only and shall not affect the construction or
interpretation of any of its provisions.
Agreement No. 0001001 Page 11
17.4 Consent to Breach Not Waiver. Any waiver by either party of any default
or breach hereunder shall not constitute a waiver of any provision of this Agreement or
of any subsequent default or breach of the same or a different kind.
IN WITNESS WHEREOF, the parties have caused their duly authorized representatives
to execute and deliver this Agreement as of the date first set forth above.
City of Vernon
A Municipal Corporation
B
�EONIS C. MALBUIAG, Mayor
ATTEST: DIGITAL MAP PRODUCTS
BRUCE V. MALKENHORST, City Clerk S RZYNSKI
City Administrator Vice Presi nt, Chief Operating Officer
APPROVED AS TO F M:
EDUARDO OLIVO, Ci 1yttorney
Agreement No. 0001001
Page 12
Exhibit A
Schedule of Licensed Products
Licensed Product Description
Right of Ways and Parcels
Property Attribute Data
Raster Tax Maps
Color Digital Imagery
Thomas Bros. Maps Digital Database
Contributed Database Owner
Los Angeles County
First American Real Estate Solutions
NOT INCLUDED
NOT INCLUDED
Thomas Bros. Maps
Geographic Boundaries of Licensed Products
All Licensed Products are geographically bound by City boundaries plus a 500' buffer, with
a total parcel count of approximately 5,531. City will be invoiced based on actual count.
Perpetual License Fee Schedule for all Perpetual Licensed Products
Right of Ways and Parcels $ 11,084.00
Annual License Fee Schedule for all Annual Licensed Products with 500' buffer
Property Attribute Data $ 1,500.00
Rastor Tax Maps $ 0.00
Thomas Brothers Maps $ 2,000.00
Color Digital Photography $ 0.00
* All fees are exclusive of local sales tax which will be itemized at time of invoice
i
w
Exhibit B
Other Products/Services
Other Products/Services
Annual Installation, Training & Technical Support Fee •
Year one $ 4,500.00
Annual Installation, Training & Technical Support Fee
Years two -five $ 3,000.00
3" Black and White Orthophotography $ 36,000.00
* All fees are exclusive of local sales tax which will be itemized at time of invoice
Exhibit C
Product Update Schedule
Licensed Product/Service Description
Right of Ways and Parcels
Property Attribute Data
Raster Tax Maps
Thomas Bros. Maps Digital Database
Color Digital Imagery
Update Schedule
NOT INCLUDED
MONTHLY
NOT INCLUDED
ANNUAL
NOT INCLUDED
Exhibit D
FINANCIAL SUMMARY
Product Description
Fee Yr 1
Fee Yr 2
Fee Yr 3
Fee Yr 4
Fee Yr 5
Original Agreement
2000
2001
2002
2003
2004
Parcels & Right of Ways
Property Attributes
Thomas Bros Maps
Setup & Delivery
Digital Orthophotography
$11,084.00
1,500.00
2,000.00
4,500.00
36,000.00
$ 0.00
1,500.00
2,000.00
3,000.00
0.00
$ 0.00
1,500.00
2,000.00
3,000.00
0.00
$ 0.00
1,500.00
2,000.00
3,000.00
0.00
$ 0.00
1,500.00
2,000.00
3,000.00
0.00
$ 6,500.00
(2)
Totals per year
$55,084.00
(1)
$ 6,500.00
(2)
$ 6,500.00
(2)
$ 6,500.00
(2)
(1) Year one fees will be paid by Licensee's consultant ACT GIs on behalf of Licensee.
(2) All Fees due subsequent to year one will be paid directly by Licensee.
r
I .1
Exhibit E
SUBUSER LICENSE AGREEMENT
USER AGREEMENT
Agreement No. 99 0XOOX
2000 DIGITAL MAP PRODUCTS
This document and any portion thereof may not be reproduced
without the prior written consent of
DIGITAL MAP PRODUCTS
A. Digital Map Products, a California Limited Liability Company, having offices at 3187 Redhill Avenue,
Suite 220, Costa Mesa, California 92626 ("DMP"), and SAMPLE entered into that certain Database License Agreement
date May 24,1999, a copy of which is attached hereto as Exhibit A and incorporated by reference herein (the "License
Agreement").
B. User is a Consultant (as each is defined in the License Agreement) of Licensee and desires to use the
Database,together with Licensee's Derivative Products solely for User's noncommercial use in connection with contract
bidding, and the contract (# ) work if User is awarded the contract, (the "Purpose") pursuant to the
Database License Agreement,
1. GRANT OF RIGHTS.
THIS AGREEMENT SHALL BE NULL AND VOID UNLESS USER HAS DELIVERED THIS
AGREEMENT TO DMP.
User understands and agrees that it is acquiring the right to use the Database, Documentation and
Derivative Products (as each is defined in the Database License Agreement) solely for its internal, noncommercial use
and purpose pursuant to the Database License Agreement, which right is nonexclusive, nontransferable and
nonassignable. User shall have the right to use the Database and the Documentation to produce printouts, plots,
displays, photographic film and printed matter (the "Visual Output") for the Purpose, from the Effective Date hereof
until expiration or termination of the Agreement as set forth herein. Without limiting the foregoing, Licensee
understands and agrees that it shall in no event use the Database to publish maps of any kind, or map related or any
other information using the TBM Page and GridTM, for any purpose or use other than the Purpose. User further
understands and agrees that it shall be bound by and subject to the terms and conditions contained in the Database
License Agreement.
IN WITNESS WHEREOF, the User has caused its duly authorized representatives to execute and deliver this Agreement
as of the date first set forth above.
Digital Map Products User
By By
Name Tames Skurzynski
Name
Print or type
Title Vice President Chief Operating Officer Title
SUBLICENSE AGREEMENT
Agreement No. 0001001
RECEIVEt)
FEB 1 0 POpp
Community Services
2000 DIGITAL MAP PRODUCTS
This document and any portion thereof may not be reproduced
without the prior written consent of
DIGITAL MAP PRODUCTS
This Sublice se Agreement ("Agreement") is made and entered into as of
0 2000 ("Effective Date") by and between Digital Map Products, LLC
("DMP") an The City of VERNON ("Licensee").
RECITALS
A. DMP is an authorized Sublicensor of certain Contributed Products which is
owned by third parties.
B. Licensee desires to acquire from DMP and DMP desirestogrant to
Licensee a non-exclusive right and sublicense to use the Licensed Products containing
all or portions of the Contributed Products solely for the purpose hereinafter defined.
NOW, THEREFORE, in consideration of the mutual covenants and promises set
forth herein, and for other good and valuable consideration received the parties hereby
agree as follows:
DEFINITIONS
1.1 "Contributed Products" shall mean those certain products licensed by
certain Contributors to DMP with the right to grant sublicenses as set forth herein. Such
products shall include compilations of geographic, cartographic, engineering,
architectural, tabular, text and/or other data, information or works, including, but not
limited to, graphic and/or file data in automated or manual form such as Property
Characteristics Information and digital graphic information systems.
1.2 "Contributor" shall mean a third party licensor of Contributed Products to
DMP.
1.3 "Derivative Data or Products" shall mean all works created by Licensee
which incorporate all or part of the Contributed Products, including, but not limited to, a
revision, modification, translation, abridgement, condensation, expansion, collection,
compilation or any other form of, or modification to the Contributed Products as well as
any product, including but not limited to data layers, developed or constructed by or on
behalf of Licensee based upon and/or referencing all or part of a Contributed Product.
1.4 "Documentation" shall mean all manuals, user documentation, and other
related materials pertaining to the Licensed Products which are furnished in order to
ensure proper and/or ease of use of the Products by Licensee.
Agreement No. 0001001 Page 1
1.5 "Licensed Products" shall mean those products set forth in Exhibit A which
are being sublicensed to Licensee pursuant to this Agreement. Licensed Products can
include Contributed Products, whether solely products contributed by the County of Los
Angeles or products contributed by the County of Los Angeles combined with the
products of other Contributors, and/or products developed by DMP pursuant to its
license with the County of Los Angeles which incorporates County of Los Angeles
Contributed Products. The Licensed Products, the Contributed Products which is
incorporated into each Licensed Product and the Contributor of the Contributed
Products are identified in Exhibit A attached hereto and incorporated by reference
herein.
1.6. "Owners" shall mean the owners of certain Contributed Products referred
to in Exhibit A.
1.7 "Peripheral Data or Products" shall mean any work created by Licensee
that does not incorporate, or use as a base, any portion of the Contributed Products or
Derivative Product and which was not developed or constructed based upon or
referencing all or part of the Contributed Products or a Derivative Product.
1.8 "Purpose" shall mean the non-commercial, internal use of Licensed
Products for Licensee's normal business activities by its employees, agents and
contractors subject to the terms and conditions herein. Licensee's business activities
shall not include activities of joint power authorities, or other separate legal entities
regardless of whether Licensee is a member of those agencies. Specifically excluded
from the Purpose is the public display or depiction of the Licensed Products on the
Internet or through other electronic transmission.
1.9 "Visual Output" shall mean all printouts, plots, displays, photographic film,
printed matter and other visual representation of data.
2. EXPANDED DEFINITION OF PURPOSE
If, during the term of this Agreement or any subsequent extensions, Licensee
requires an expanded definition of the Purpose of this Agreement to meet its normal
non-commercial business objectives, DMP shall not unreasonably withhold such an
expanded definition so long as such expanded definition does not cause Licensee to in
any way compete with DMP, Contributors or Owners.
3. LICENSE
3.1 DMP hereby grants, and Licensee hereby accepts, subject to the terms
and conditions of this Agreement, a revocable, non-exclusive, non -transferable, and
non -assignable right and sublicense to use the Licensed Products solely for the
Purpose, from the Effective Date of this Agreement until this Agreement is terminated
or expires in accordance with its terms. Pursuant to this sublicense to use the Licensed
Products, Licensee may:
(i) produce Visual Output from the Licensed Products for its own internal
business use to the extent that such Visual Output contributes to the Purpose;
Agreement No. 0001001 Page 2
(ii) distribute Visual Output to Licensee's contractors,
consultants and agents that Licensee engages to fulfill the
Purpose providing the Visual Output does not compete with
or replace current products and/or services of DMP or any of
its affiliates, or Contributors or Owners. Licensee may
charge fees for the distribution of such Visual Output
provided that such fees are for the sole purpose of
recouping costs consistent with Licensee's normal business
practices;
(iii) develop Derivative Products for its own internal
business use to the extent that such Derivative Products
contribute to the Purpose. Licensee may retain and use
such Derivative Products, royalty -free, in perpetuity solely for
the Purpose provided that such use does not include any
manner of attempt to re -engineer any aspect of the Licensed
Products. Licensee may, but is in no way obligated to
provide copies of Derivative Products, to DMP;
(iv) provide Licensed Products and Derivative Products in
digital format to third party contractors, agents, consultants
for such third parties' use to fulfill the Purpose provided that
said third parties do not sell, license or otherwise distribute
Licensed Products, Derivative Products or any portion
thereof, and that such third parties execute and abide by the
terms of a consultant use agreement provided in Exhibit E,
to be presented to consultant by DMP and approved by
Licensee. Licensee shall not be precluded from charging
fees for the distribution of Licensed Products or Derivative
Products to third party contractors, agents and consultants
provided that such fees are for the sole purpose of
recouping costs consistent with Licensee's normal business
practices; and,
(v) distribute Derivative Products in digital format without
restriction to other third parties who have signed agreements
with DMP for Licensed Products from which such Derivative
Products were developed. Licensee may distribute
Derivative Products to other third parties without signed
agreements with DMP only by signing a separate contributor
agreement with DMP in which Licensee becomes a
Contributor as defined herein.
3.2 Without limiting the above, Licensee shall have no right to assign,
transfer, or sublicense any aspect of the Licensed Products or Derivative Products.
Agreement No. 0001001 Page 3
4. DELIVERY
4.1 Delivery Formats. DMP shall deliver the Licensed Products to Licensee in
industry standard format compatible with Licensee's GIS platform as of the Effective
Date. During the term of this Agreement, should Licensee require the Licensed
Products compatible with an additional GIS platform, DMP shall deliver such Licensed
Products in the requested format within 30 days thereof for a mutually agreed upon
service charge. Licensed Products shall be delivered on mutually acceptable media
compatible with Licensee's computer system. If Licensee has special delivery and/or
format requirements, a predetermined mutually agreed upon service charge will be
included in the price of the initial delivery and all subsequent deliveries to which the
special requirements apply. DMP shall deliver and install the Licensed Products within
30 days of DMP's receipt of this Sublicense Agreement, executed by Licensee.
4.2 Delivery Responsibilities. Licensee shall be responsible for the initial
delivery and installation of all Licensed Products as well as all subsequent installation of
maintenance updates, or new Licensed Products. For invoicing purposes, installations
shall be considered to be complete 14 days from date of delivery.
5. SUPPORT
For the term of this Agreement, DMP shall provide Licensee with customer support for
the Licensed Products as set forth in this Section 5. Licensee will be provided with an
E-Mail address to communicate support issues to DMP. Normal hours of operation for
DMP are 8:00 a.m. to 5:30 p.m. A technical consultant will respond to all telephone
requests within four business hours and to all emergency requests within two business
hours. A technical consultant will provide up to 8 hours per year of technical consulting
resources required to address any specific issues as directed by Licensee. Any
additional resources requested by Licensee will be made available at the prevailing
DMP technical consulting rates. Licensee will appoint one contact person for
addressing support issues to DMP.
6. MAINTENANCE AND MODIFICATIONS
6.1 Maintenance Update Schedule. Licensee shall receive updates to the
Licensed Products according to the schedules identified in Exhibit C, Product Update
Schedule.
6.2 Responsibility for Maintenance Updates. DMP assumes responsibility for
providing updates to Licensee according to a mutually agreed upon schedule. As part
of its responsibility, DMP shall ensure that the updates provided are delivered within a
reasonable level of accuracy and completeness, insofar as such information is available
from Owners.
6.3 Modifications to the Licensed Product. Licensee shall be entitled to
modifications to the Licensed Products as outlined in Exhibit A, Schedule of Licensed
Products. Licensee may, from time to time, at no cost to Licensee, request that DMP
incorporate certain features, enhancements or modifications into the Licensed Product.
DMP may, in its sole and absolute discretion, undertake to incorporate such changes
Agreement No. 0001001 Page 4
and distribute the Licensed Products, as modified, to all or any of DMP's licensees.
Unless otherwise specified by DMP, such modifications and material automatically shall
be deemed included within the definition of the term "Licensed Products" and subject to
the terms and conditions of this Agreement and shall be the sole property of DMP
and/or the Owners. DMP and the Owners shall be under no obligation to make
modifications that may be required for Licensee -specific needs. DMP and Licensee
reserve the right to separately negotiate terms and conditions for joint projects to
upgrade the Licensed Products ("Upgrade Projects") and the parties may agree in
writing, to create and market new data products and services.
6.4 Errors in the Licensed Product. Licensee may identify errors in the
Licensed Product to DMP, but DMP shall not be responsible for correcting such errors.
Any errors detected by Licensee and identified to DMP in writing shall be forwarded to
Owners. Owners shall investigate all errors and may at their sole discretion decide to
fix such errors in which case such corrections shall be included in the next scheduled
update of the Licensed Product to Licensee. DMP shall provide written feedback to
Licensee with respect to the disposition of all errors communicated to DMP in writing.
7. LICENSE FEES, PAYMENT AND ACCEPTANCE
7.1 License Fees and Payments. In consideration of the license rights
granted in Section 3 above, Licensee shall pay license fees for the Licensed Products
as set forth in Exhibit A, plus all applicable taxes. The Licensed Products License Fees
for both the initial delivery and subsequent maintenance updates, if applicable, shall be
invoiced annually at the beginning of each contract year. Licensee shall pay for all
Licensed Products in -full prior to the mutually agreed upon date of delivery.
7.2 Licensed Product Options. Options to Licensed Products and
corresponding fees have been itemized in Exhibit B, Licensed Product Options.
7.3 Renewal Fees. In the event this Agreement is renewed at the end of the
term, as provided for in Section 11, the Licensed Product License Fee for the renewed
term shall be mutually agreed upon by both parties.
8. PROTECTION OF LICENSED PRODUCT
8.1 Proprietary Notices. Owners claim and reserve all ownership and rights
afforded at law and in equity in all data, compilations, and materials that constitute the
Licensed Products, including, but not limited to, all rights under federal copyright law.
Licensee agrees to respect and not to remove, obliterate, or cancel from view any
copyright, trademark, confidentiality, or other proprietary notice, mark, or legend
appearing on the Licensed Products or on the Visual Output, including, but not limited
to, any such notices displayed to the user during the operation of the Licensed Product
and any such notices in the Documentation, and agrees to use its best efforts to
reproduce and include the same on any copy of the Licensed Product any portion
thereof distributed to Licensee's consultants, agents and contractors. Map printouts
and plots shall bear the following notice:
Agreement No. 0001001 Page 5
Copyright 2000, All rights reserved
The information contained herein is the proprietary property
of the following owners supplied under license and may not be reproduced
except as licensed by Digital Map Products, (List owners per Exhibit A Schedule of
Licensed Products)
Licensee shall use the same reasonable effort to include the above notice on all Visual
Output and shall at all times exert no lesser effort than that Licensee uses to protect
Licensee's own intellectual property. Licensee further agrees to use its best and
reasonable efforts to require all contractors, consultants, and agents using the Licensed
Products, as provided in Section 3, to include the above notice on all Visual Output.
8.2 Ownership. Licensee further acknowledges that the Licensed Products,
Derivative Products and Documentation are the sole property of DMP and/or Owners.
Except for the rights expressly granted to Licensee herein, Licensee shall not have any
right, title, or interest in or to such portions of the Licensed Products, Derivative
Products or Documentation or any copies of any of the foregoing except as expressly
provided in this Agreement, and further shall secure and protect the Licensed Products,
Derivative Products and Documentation consistent with the terms of this Agreement.
DMP and Owners make no claim of ownership or copyright in or to any original data
contributed by Licensee to the Licensed Products or Derivative Products. All copyrights
associated with the Licensed Products, the relevant Contributed Products and the
Derivative Products and all other rights thereto, not specifically granted to the Licensee
in this Agreement, are reserved by DMP and Owners. 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 DMP or Owners.
8.3 Licensee's Ownership. DMP acknowledges that the Peripheral Products in
any form, and any copies thereof, including, without limitation, any. portion thereof which
may have been given to DMP, are the sole property of Licensee. DMP shall not have
any right, title, or interest in or to said Peripheral Products or the Peripheral Products'
data or documentation or any copies of the foregoing except as expressly provided in
this Agreement. DMP shall secure and protect Peripheral Products consistent with the
terms of this Agreement. All copyrights associated with Peripheral Products, and all
other rights thereto not specifically granted to DMP in this Agreement are reserved by
Licensee. Nothing contained in this Agreement shall be construed as conferring any
Agreement No. 0001001 Page 6
license or right upon DMP or Owners with respect to any Licensee logo, seal, product
name, or the corporate name of Licensee.
9.0 CONFIDENTIALITY AND INJUNCTIVE RELIEF
9.1 Acknowledgment. Licensee hereby acknowledges and agrees that the
Licensed Products are valuable and proprietary, embodying substantial creative efforts,
trade secrets, and confidential information, ideas, and expressions of Contributors,
Owners or DMP. Accordingly, Licensee agrees to treat the Licensed Products as
confidential information in accordance with the confidentiality requirements and
conditions set forth below.
9.2 Acknowledgment. DMP hereby acknowledges and agrees that the
Derivative Products and/or Peripheral Products are valuable proprietary products,
embodying substantial creative efforts, trade secrets, and confidential information,
ideas and expressions of Licensee. Accordingly, DMP agrees to treat (and take
precautions to ensure that its employees treat) the Derivative and/or Peripheral
Products as confidential information of the Licensee in accordance with the
confidentiality requirements set forth below.
9.3 Injunctive Relief. Licensee acknowledges that the unauthorized use,
transfer, assignment, sublicensing, or disclosure of the Licensed Products,
Documentation, Derivative Products or copies thereof will (1) substantially diminish the
value to Contributors and Owners to the trade secrets, copyrights, and other proprietary
interests that are the subject of this Agreement; (ii) render DMP's remedy at law for
such unauthorized use, disclosure, or transfer inadequate; and (iii) cause irreparable
injury. If Licensee breaches any of its obligations with respect to the use or
confidentiality of the Licensed Products, Documentation, or Derivative Products, DMP
shall be entitled to equitable relief to protect its interests therein, including, but not
limited to, preliminary and permanent injunctive relief.
9.4 Injunctive Relief. DMP acknowledges that the unauthorized use, transfer,
assignment, sublicensing, or disclosure of the Peripheral Products and/or Derivative
Products or copies thereof will (1) substantially diminish the value to Licensee of the
Peripheral Products and/or Derivative Products; (ii) render Licensee's remedy at law for
such unauthorized use, disclosure, or transfer inadequate; and (iii) cause immediate
irreparable injury. If DMP breaches any of its obligations with respect to the use or
confidentiality of the Peripheral Products and/or Derivative Products, Licensee shall be
entitled to equitable relief to protect its interests therein, including, but not limited to,
preliminary and permanent injunctive relief.
9.5 Maintenance of Confidential Information. Each party agrees to keep
confidential all confidential information disclosed to it by the other party in accordance
herewith, 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 at least a reasonable degree of care in the protection of confidential
information); provided, however, that neither party shall have such obligation with
respect to the use or disclosure to others of any confidential information that can be
established to have: (a) been known publicly; (b) been known generally in the industry
Agreement No. 0001001 Page 7
before communication by the disclosing party; (c) become known publicly, without fault
on the part of the receiving party, subsequent to disclosure by the disclosing party; (d)
been known otherwise by the receiving party before communication by the disclosing
party; (e) been received by the receiving party without any obligation of confidentiality
from a source (other than DMP or Licensee) lawfully having possession of such
information or, (f) which is required to be disclosed pursuant to any local, state or
federal law or regulation. Upon ten (10) days written notice to Licensee, DMP shall
have the right to inspect and audit Licensee's procedures and to examine Licensee's
computer systems in order to determine whether such procedures and computer
systems comply with the requirements set forth in this agreement.
10. WARRANTY
10.1 Limited Warranty. DMP represents and warrants to Licensee that the
Licensed Products will perform in all material respects. DMP further represents and
warrants that it has the right to enter into this Agreement and to grant Licensee the
rights granted hereunder. Should DMP be in breach of its representation and warranty
under this section 10. 1, DMP's entire liability and Licensee's exclusive remedy under
this Agreement shall be, at DMP's option, which option shall be exercised within 30
business days of date of delivery of licensed products, either (1) return the Licensed
Product(s) in exchange for the full refund of all of the fees paid for such Licensed
Product(s), or (ii) repair or replace the Licensed Product(s) upon its return to DMP
provided, however, that DMP receives written notice from Licensee of a breach of
warranty. Any replacement Licensed Product will be warranted for 30 days from
delivery of the replacement Licensed Product.
10.2 Infringement.
(a) If any action or proceeding brought against Licensee is based on a claim of
infringement arising out of Licensee's use of all or any portion of a Contributed Products
included in the Licensed Products, and if Licensee notifies DMP within thirty (30) days
after the receipt of knowledge of any such action or proceeding, DMP shall, at its own
expense, do the following to assure continuation of the use of the Licensed Products
and Documentation: (1) procure for Licensee the right to continue to use any part of the
Licensed Product and Documentation affected by such action or proceeding; or (ii)
replace or modify, with Licensee's approval, any Licensed Products and Documentation
determined to be infringing such that the infringement is removed; or (iii) failing (i) or (ii)
above reimburse Licensee for the pro rata portion of the Licensed Products license fee
paid to DMP by Licensee, if any, of any period in which Licensee is unable to use the
Licensed Product as a result of such action or proceeding. Licensee shall exert its best
efforts to cooperate with DMP in DMP's defense of such actions and proceedings. DMP
shall give Licensee prompt written notice of any potential infringement problems of
which it becomes aware.
(b) Notwithstanding anything to the contrary contained herein, DMP,
Contributors and Owners shall have no warranty, liability or obligation with respect to
Peripheral Products or to any modifications of the Licensed Product by Licensee if,
absent the incorporation of the Licensed Products or modifications made by Licensee,
the claim of infringement would not have occurred. Further, if any claim, suit or
Agreement No. 0001001 Page 8
demand is asserted by a third party that, as a result of modifications by the Licensee,
Licensed Products as so modified infringes on intellectual property right of the third
party or that Peripheral Products infringe on intellectual property right of the third party,
Licensee shall defend, indemnify and hold harmless DMP, Contributors or Owners with
respect to any and all losses, necessary and reasonable costs, liabilities or damages
resulting from or in conjunction with such claim (including reasonable and necessary
attorneys' fees) and any judgment that may be awarded against DMP, Contributors or
Owners to the extent such claim or judgment is based upon such Licensee made
modification or Peripheral Product
10.3 Disclaimer of Warranties. THE WARRANTIES STATED IN SECTION 10.1
ABOVE ARE THE SOLE AND THE EXCLUSIVE WARRANTIES OFFERED BY DMP,
THE OWNERS AND THE CONTRIBUTORS. DMP, THE OWNERS AND THE
CONTRIBUTORS HEREBY EXPRESSLY DISCLAIM ALL OTHER WARRANTIES
RESPECTING THE CONTRIBUTED PRODUCTS, THE LICENSED PRODUCTS,
DOCUMENTATION, OR SERVICES PROVIDED OR DEVELOPED HEREUNDER,
EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY
WARRANT OF DESIGN, OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR
PURPOSE, OR AGAINST INFRINGEMENT, EVEN IF THE PARTIES HAVE BEEN
INFORMED OF SUCH PURPOSE. NO AGENT OF THE PARTIES IS AUTHORIZED
TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF THE PARTIES AS SET
FORTH HEREIN.
10.4 Limitation of Liability
(a) Except as otherwise expressly set forth in this Agreement, neither
DMP, Contributors, Owners nor Licensee shall be liable to any of the others for any
special, indirect, incidental or consequential damages resulting from a breach of this
Agreement including, but not limited to, loss of use of or under -utilization of labor or
facilities, loss of revenue or anticipated profits, or claims of customers, resulting from
performance or nonperformance of the obligations under this Agreement.
(b) Except for claims of infringement or unauthorized disclosure of the
other party's proprietary or confidential information, any provision herein to the contrary
notwithstanding, the maximum liability of DMP to any person, firm, or corporation
whatsoever arising out of or in connection with any license, use of other employment of
the Licensed Products Data delivered to Licensee hereunder, when such liability
arises from any claim based on breach or repudiation of contract or warranty, shall in no
case exceed the actual License fee paid to DMP by Licensee for the Licensed Product,
the License, use or other employment of which gives rise to the liability.
11. TERM OF AGREEMENT
This Agreement shall be effective on the Effective Date and shall continue in effect
commensurate with the terms specified for the Licensed Products in Exhibit A,
Schedule of Licensed Products, unless terminated in accordance with the terms and
conditions of Section 12.
Agreement No. 0001001 Page 9
12. DEFAULT AND TERMINATION
12.1 Events of Default. This Agreement may be terminated by the non -
defaulting party if any of the following events of default occur: (a) a party materially fails
to perform or comply with this Agreement or any provision hereof; (b) a party fails to
strictly comply with the provisions of Section 8 (Protection of Licensed Product) or of
Section 9 (Confidentiality and Injunctive Relief) or makes an assignment in violation of
Section 14 (Non -assignability); (c) any transfer, sale, merger, or acquisition of more
than fifty percent (50%) of the issued and outstanding shares of assets of either party;
(d) a party ceases doing business, becomes insolvent or admits in writing its inability to
pay its debts as they mature, or makes an assignment for the benefit of creditors; (e) a
petition under any foreign, state, or United States bankruptcy act, receivership statute,
or the like, as they now exist, or as they may be amended, is filed by a party; or, (f)
such a petition is filed by any third party, or an application for a receiver is made by
anyone and such petition is not resolved favorably within ninety (90) days.
12.2 Effective Date of Termination. Termination under subparagraphs 12.1 (b)
(c), (d), (e), or (f) above, shall be effective on notice. Termination under subparagraph
12.1 (a) shall be effective thirty (30) days after notice of termination to the defaulting
party if the defaults have not been cured within such thirty -day (30-day) period.
12.3 Obligations on Expiration or Termination. Upon expiration or termination
of this Agreement, Licensee shall cease and desist all use of the Licensed Products,
and Licensee shall promptly deliver to DMP at termination all full, or partial, copies of
the Licensed Products and Documentation in Licensee's possession or under its
control. Expiration or termination shall not prohibit Licensee from continued use of
Peripheral Products in perpetuity under the terms specified herein and continued use of
Derivative Products in perpetuity under the terms specified herein provided that such
use does not include any manner of attempt to recreate any form of the Licensed
Products from such Derivative Products and Licensee continues to protect such
Derivative Products in perpetuity as outlined in this Agreement. Licensee
acknowledges that its failure to comply with the obligations of this Section will constitute
unauthorized use of the Licensed Products, entitling DMP to equitable relief as
specified herein.
13. NOTICES
All notices, authorizations, and requests in connection with this Agreement shall
be deemed given (a) five days after being deposited in the mail, postage prepaid,
certified, or registered, return receipt requested; or (b) one day after sent by overnight
courier, charge prepaid; and addressed as first set forth above or to such other address
as the party to receive the notice or request so designates by written notice to the other,
addressed as follows:
Agreement No. 0001001 Page 10
To Digital Map Products:
Digital Map Products
3187 Red Hill Avenue, Suite 220
Costa Mesa, California 92626
Attn: Contracts
Phone: (714) 755-4499
Fax: (714) 662-0515
14. NON -ASSIGNABILITY
To Licensee:
City of Vernon
4305 South Santa Fe Avenue
Vernon, California 90058
Attn: Bruce V. Malkenhorst
Phone: (323) 583-8811
Fax: (323) 583-2761
Licensee may 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 DMP. Any
unauthorized assignment or transfer shall be null and void and shall constitute grounds for
immediate termination of this Agreement under Section 12 above. DMP may assign this
Agreement to a related party, or unrelated party as part of a merger, acquisition or the
business re -organization and Licensee hereby consents to such assignment. This
Agreement shall inure to the benefit of and be binding upon any permitted successor or
assign.
15. GOVERNING LAW
The validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of California, without regard to the conflicts of laws
principals thereof.
16. SEVERABILITY
If any provision of this Agreement shall be held by a court of competent jurisdiction to
be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force
and effect.
17. MISCELLANEOUS
17.1 Entire Understanding. This Agreement and the exhibits signed or initialed
by Licensee attached hereto contain the entire understanding and agreement between
the parties respecting the subject matter hereof and all prior quotations, invoices,
negotiations, understandings, representations, and agreements of the parties, whether
oral or written, are superseded in their entirety.
17.2 Modifications to Agreement. This Agreement may not be supplemented,
modified amended, released, or discharged except by an instrument in writing signed
by each party's duly authorized representative.
17.3 Headings Not Controlling. All Captions and headings in this Agreement
are for purposes of convenience only and shall not affect the construction or
interpretation of any of its provisions.
Agreement No. 0001001 Page 11
17.4 Consent to Breach Not Waiver. Any waiver by either party of any default
or breach hereunder shall not constitute a waiver of any provision of this Agreement or
of any subsequent default or breach of the same or a different kind.
IN WITNESS WHEREOF, the parties have caused their duly authorized representatives
to execute and deliver this Agreement as of the date first set forth above.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
City Administrator
APPROVED AS TO F M:
EDUARDO OLIVO, Ci y Attorney
City of Vernon
A Municipal Corporation
By
EONIS C�MALBUIAQ, Mayor
DIGITAL MAP PRODUCTS
JAM S S RZYNSKI
Vice President Chief Operating Officer
Agreement No. 0001001 Page 12
Exhibit A
Schedule of Licensed Products
Licensed Product Description
Right of Ways and Parcels
Property Attribute Data
Raster Tax Maps
Color Digital Imagery
Thomas Bros. Maps Digital Database
Geographic Boundaries of Licensed Products
Contributed Database Owner
Los Angeles County
First American Real Estate Solutions
NOT INCLUDED
NOT INCLUDED
Thomas Bros. Maps
All Licensed Products are geographically bound by City boundaries plus a 500' buffer, with
a total parcel count of approximately 5,531. City will be invoiced based on actual count.
Perpetual License Fee Schedule for all Perpetual Licensed Products
Right of Ways and Parcels
$ 11,084.00
Annual License Fee Schedule for all Annual Licensed Products with 500' buffer
Property Attribute Data
Rastor Tax Maps
Thomas Brothers Maps
Color Digital Photography
$ 1,500.00
$ 0.00
$ 2,000.00
$ 0.00
* All fees are exclusive of local sales tax which will be itemized at time of invoice
Exhibit B
Other Products/Services
Other Products/Services
Annual Installation, Training & Technical Support Fee
Year one $ 4,500.00
Annual Installation, Training & Technical Support Fee
Years two -five $ 3,000.00
3" Black and White Orthophotography $ 36,000.00
* All fees are exclusive of local sales tax which will be itemized at time of invoice
Exhibit C
Product Update Schedule
Licensed Product/Service Description
Right of Ways and Parcels
Property Attribute Data
Raster Tax Maps
Thomas Bros. Maps Digital Database
Update Schedule
NOT INCLUDED
MONTHLY
NOT INCLUDED
ANNUAL
Color Digital Imagery NOT INCLUDED
Exhibit D
FINANCIAL SUMMARY
Product Description
Fee Yr 1
Fee Yr 2
Fee Yr 3
Fee Yr 4
Fee Yr 5
Original Agreement
2000
2001
2002
2003
2004
Parcels & Right of Ways
$11,084.00
$ 0.00
$ 0.00
$ 0.00
$ 0.00
Property Attributes
1,500.00
1,500.00
1,500.00
1,500.00
1,500.00
Thomas Bros Maps
2,000.00
2,000.00
2,000.00
2,000.00
2,000.00
Setup & Delivery
4,500.00
3,000.00
3,000.00
3,000.00
3,000.00
Digital Orthophotography
36,000.00
0.00
0.00
0.00
0.00
Totals per year
$55,084.00
$ 6,500.00
$ 6,500.00
$ 6,500.00
$ 6,500.00
(1)
(2)
(2)
(2)
(2)
(1) Year one fees will be paid by Licensee's consultant ACT GIS on behalf of Licensee.
(2) All Fees due subsequent to year one will be paid directly by Licensee.
Exhibit E
SUBUSER LICENSE AGREEMENT
USER AGREEMENT
Agreement No. 990XOOX
2000 DIGITAL MAP PRODUCTS
This document and any portion thereof may not be reproduced
without the prior written consent of
DIGITAL MAP PRODUCTS
A. Digital Map Products, a California Limited Liability Company, having offices at 3187 Redhill Avenue,
Suite 220, Costa Mesa, California 92626 ("DMP"), and SAMPLE entered into that certain Database License Agreement
date May 24,1999, a copy of which is attached hereto as Exhibit A and incorporated by reference herein (the "License
Agreement").
B. User is a Consultant (as each is defined in the License Agreement) of Licensee and desires to use the
Database, together with Licensee's Derivative Products solely for User's noncommercial use in connection with contract
bidding, and the contract (# ) work if User is awarded the contract, (the "Purpose") pursuant to the
Database License Agreement;
1. GRANT OF RIGHTS.
THIS AGREEMENT SHALL BE NULL AND VOID UNLESS USER HAS DELIVERED THIS
AGREEMENT TO DMP.
User understands and agrees that it is acquiring the right to use the Database, Documentation and
Derivative Products (as each is defined in the Database License Agreement) solely for its internal, noncommercial use
and purpose pursuant to the Database License Agreement, which right is nonexclusive, nontransferable and
nonassignable. User shall have the right to use the Database and the Documentation to produce printouts, plots,
displays, photographic film and printed matter (the "Visual Output") for the Purpose, from the Effective Date hereof
until expiration or termination of the Agreement as set forth herein. Without limiting the foregoing, Licensee
understands and agrees that it shall in no event use the Database to publish maps of any kind, or map related or any
other information using the TBM Page and GridTM, for any purpose or use other than the Purpose. User further
understands and agrees that it shall be bound by and subject to the terms and conditions contained in the Database
License Agreement.
IN WITNESS WHEREOF, the User has caused its duly authorized representatives to execute and deliver this Agreement
as of the date first set forth above.
Digital Map Products User
By
Name Tames Skurzynski
By
Name
Print or type
Title Vice President Chief Operating Officer Title
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro -Ter
Wm. "BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL McCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator / City Clerk
FAX (323) 581-7924
DAVID B. BREARLEY
City Attorney
FAX: (626) 330-5818
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 588-2761
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
March 30, 2000
KENNETH J. DeDARIO
Director of Municipal Utilities
FAX: (323) 583-1983
DAVE TELFORD
Fire Chief
FAX: (323) 581-1385
BRUCE W. OLSON
Police Chief
FAX: (323) 583-5236
Mr. William L. Matteson
A.C.T. GIS, Inc.
937 S. Via Lata, Suite 500 `
Colton, CA 92324
Re: -Amendment No. One to Agreement for Professional Consulting Services
Dear Mr. Matteson:
Enclosed herewith is a fully executed agreement as referenced
above_ that was approved by the Vernon City Council on March 7,
2000 through Resolution No. 7502.
Also, pursuant to the amended agreement, the Subuser License
Agreement executed by yourself, was sent to Digital Map Products
this date.
If you should have any questions, please refer them to Kevin
Wilson at Ext. 245.
Very ruly yours,
Gloria J. Oro o
✓ Chief Deputy ity Clerk
GJO:rcm
C: Kevin Wilson, Director of Community Services & Water
Kenneth DeDario, Director of Utilities
Carol Dacey, Customer Service & Information System Manager
Dolores Fonseca, Purchasing Assistant
Our Agreement File Nos. 00-017 & 00-018
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
Wm. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL McCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator / City Clerk
FAX (323) 581-7924
DAVID B. BREARLEY
City Attorney
FAX: (626) 330-5818
KEVIN WILSON
Director of Community. Services & Water
FAX: (323) 588-2761
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
March 30, 2000
Mr. James Skurzynski
DIGITAL MAP PRODUCTS
3187 Red Hill Avenue, Suite 220
Costa Mesa, CA 92626
Re: Sublicense Agreement (Agreement No. 0001001) &
Subuser License Agreement
Dear Mr. Skurzynski:
KENNETH J. DeDARIO
Director of Municipal Utilities
FAX: (323) 583-1983
DAVE TELFORD
Fire Chief
FAX: (323) 581-1385
BRUCE W. OLSON
Police Chief
FAX: (323) 583-5236
Pursuant to Resolution No. 7501, Section 4, which was approved
by the Vernon City Council on March 7, 2000, enclosed herewith
are four fully executed original Sublicense Agreements
(Agreement No. 0001001).
Also, pursuant to Resolution No. 7502, Section 4, which was
approved by the Vernon City Council on March 7, 2000, enclosed
herewith is a partially executed Subuser License Agreement.
If you should have any questions, please refer them Kevin Wilson
at Ext. 245.
Very truly yours,
Gloria J. Ori-co
Chief Deputy ity Clerk
GJO:rcm
c: Kevin Wilson, Director of Community Services & Water
Kenneth DeDario, Director of Utilities
Carol Dacey, Customer Service and Information System Manager
Dolores Fonseca, Purchasing Assistant
Our Agreement File Nos. 00-017 & 00-018
INTER -OFFICE MEMORANDUM
TO: Dolores Fonseca, Purchasing Assistant
FROM: Gloria J. Orosco, Chief Deputy City Clerk
DATE: March 14, 2000
RE: Agreement with A.C.T. GIS, Inc. - Amendment No. One
To Agreement.for Professional Consulting Services
Executed May 18, 1999 & Sublicense Agreement
No. 0001001 2000 Digital Map Products
Transmitted herewith are partially executed copies of the above
referenced contracts that were approved by City Council through
Resolution Nos. 7501 & 7502 (copies enclosed) on March 7, 2.000
to provide the City with 3" enhanced digital aerial photos for
the Police Department. (Upon receipt of the fully executed
contracts, I will forward copies to you).
I am also enclosing the original backup regarding this contract
for your file.
cc:. Agreement File Nos. 00-017 & 00-0018
DIGITAL
M/P
3187 Red Hill Avenue, Suite 220
Costa Mesa, CA 92626
7141755-7799
7141662-0515 Fax
To: Kevin Wilson
At: City of Vernon
MAR 2 °- 2009
Community Services
From: Amelia Nunez Phone: 714/755-7799 x8009
Subject: SIGNATURE PAGE CHANGES & AUTHORIZATIONS
Hi Kevin,
Attached are the following items:
- 4 copies of the signature pages with the additional signature lines
added
- 1 complete new copy of the agreement
- copy of the company by laws authorizing James Skurzynski to sign
on the behalf of Digital Map Products
Once all signatures have been obtained, keep one copy for the citys file and
return the other copies to our office.
Please call if you have any questions or need anything else. Thank you again
and we look forward to supporting the success of your GIS program.
Created 02129100
DIGITAL
MAP
CTS
A joint Venture of Psomas and Thomas Bros. Maps
March 1, 2000
Mr. David Brearley, City Attorney
CITY OF VERNON
4305 Santa Fe Avenue
Vernon, CA 90058
Dear Mr. Brearley:
This letter is to confirm signature authority for Mr. James Skurzynski. Mr. Skurzynski acts as
Chief Operation Officer for Digital Map Products and has full signature authority for all legal
and financial documents. Please call me if you need additional information.
Sincerely,
DIGITAL MAP PRODUCTS
J nes M. Duffy, P L.S.
Director
JMD:ww
3187 Red Hill Ave., Suite 220
Costa Mesa, California 92626
Tel: 714.755.7799
Fax: 714.662.0515
EXHIBIT B
EXECUTIVE COMMITTEE REPRESENTATIVES AND OFFICERS
Executive Committee Representatives
Robert Foster (Thomas Bros.)
Glen Jansma (Thomas Bros.)
Tim Psomas (Psomas)
James Duffy (Psomas)
Officers
Jim Skurzynski Vice President and
Chief Operating Officer
Gil Richter Chief Financial Officer
1a-43821v3
reasonable to the Company and are at least as favorable to the Company as those that are generally
available from persons capable of similarly performing them, or (ii) if all those Members having no
interest in such transaction (other than their interests as Members) approve the transaction in
writing.
4.7 Officers.
A. Appointment of Officers. The Company shall have such officers as the
Members agree to appoint, which may include, without limitation, all or any of the following: a
president, vice president, chief operating officer; secretary and chief financial officer. Any
individual may hold any number of offices.- No officer need be a resident of the State of California
or citizen of the United States. The officers shall exercise such powers and perform such duties as
specified in.this Agreement and as shall be determined from time to time by agreement of the
Members. The initial officers of the Company are set forth on Exhibit B.
B. Removal Resignation and Filling of Vacancies. Officers may only be
removed on the agreement of all the Members. Any officer may resign at any time by giving
written notice to the Members. Any resignation shall take effect at the date of the receipt of that
notice or at any later time specified in that notice; unless otherwise specified in that notice, the
acceptance of the resignation shall not be necessary to -make it effective. Any resignation is without
prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A
vacancy in any office because of death, resignation, removal, disqualification or any other cause
shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
C. Salaries of Officers. Salaries of all officers and agents of the Company shall
be fixed by agreement of the Members.
D. Duties and Powers of President The president (if any is appointed) shall be
the chief executive officer of the Company, and shall, subject to the control of the Members, have
general and active management of the business of the Company and shall see that all. orders and
resolutions of the Members are carried into effect. He or she shall have the general powers and
duties of management usually vested in the office of president of a corporation, and shall have such
other powers and duties as may be prescribed by the Members or this Agreement. The president
shall execute bonds, mortgages and other contracts, except where required or permitted by law to be
otherwise signed and executed, and except where the signing and execution thereof shall be
expressly delegated by the Members to some other officer or agent of the Company.
E. . Duties and Powers of Vice President. The vice president (if any is
appointed) shall assume and perform the duties of the president in the absence or disability of the
president or whenever the office of the president is vacant. The vice president shall perform such
other duties and have. such other authority as may be prescribed elsewhere in this Agreement or
from time to time by the Members.
F. Duties and Powers of Chief Operating Officer. The chief operating officer
(if any is appointed) shall have the general duties, powers and responsibilities of a chief operating
officer of a corporation. The chief operating officer shall also perform such other duties and have
such other authority as may be prescribed elsewhere in this Agreement or from time to time by the
Members.
G. Duties and Powers of Secretary. The secretary (if any is appointed) shall
attend all meetings of the Members, shall record all the proceedings of the meetings in a book to be
kept for that purpose, and shall perform like duties for the standing committees when required. The
secretary shall give, or cause to be given, notice of all meetings of the Members and shall perform
such other duties as may be prescribed by the Members. The secretary shall have custody of the
1a-43821 v3