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Resolution No. 7888
2 3 4 5 6 7 8 a 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 t RESOLUTION NO. 7888 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A CITYGIS SERVICE SUBSCRIPTION AND SUBLICENSE AGREEMENT (0001001CG) BY AND BETWEEN THE CITY OF VERNON AND DIGITAL MAP PRODUCTS, LLC WHEREAS, on December 19, 2001, the City Council of the City of Vernon adopted Resolution No. 7887 approving a Professional and Technical Services Agreement (0001001SV) (the "Consulting Agreement") with Digital Map Products ("Digital Map") for the development and implementation of a geographic information system ("GIS") for the City of Vernon; and WHEREAS, Digital Map is an authorized sublicensor of products owned by third parties pertaining to parcel and right-of-way data, property attributes, maps and orthophotos; and WHEREAS, Digital Map has provided data to Vernon in the past relating to a GIS implementation plan; and WHEREAS, in order to accomplish the tasks required by the Consulting Agreement, the City of Vernon is required to execute a CityGIS Service Subscription and Sublicense Agreement (Agreement- 0001001CG) to gain access to information provided by Digital Map; and WHEREAS, by letter dated December 13, 2001, Bruce V. Malkenhorst, City Administrator/City Clerk, recommended that a CityGIS Service Subscription and Sublicense Agreement (Agreement- 0001001CG) be approved and executed with Digital Map; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 necessity to enter into a Service Subscription and Sublicense Agreement with Digital Map for CityGIS services. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: 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 CityGIS Service Subscription and Sublicense Agreement (Agreement-OOO1001CG) with Digital Map, a copy of which is attached hereto as Exhibit "A" and made apart hereof. SECTION 3: The City Council of the City of Vernon hereby. authorizes the Mayor and the City Clerk to execute said Agreement for, and on behalf of, the City of Vernon. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send one fully executed Agreement to: Digital Map Products Attn. Glen L. Jansma, Chief Operating Officer 575 Anton Boulevard, Suite 750 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 19th day of December, 2001. ATTEST: BRUCE V. MALKENHORST, City Clerk 5. EONIS C. MALB G, May r - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 !, 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 7888, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, December 19, 2001, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk - 3 - SUPPORTING DOCUMENTS EXHIBIT A CityGIS SERVICE SUBSCRIPTION AND SUBLICENSE AGREEMENT Agreement — 0001001 CG This is a subscription and sublicense agreement between Digital Map Products, LLC ("DMP") and the City of Vernon ("Subscriber"). DMP operates the CityGIS service and, pursuant to the terms of this Agreement, Subscriber will become a subscriber to the CityGIS service. Subscriber understands that DMP licenses copyrighted content owned by DMP or the Contributor(s) listed in Exhibit A. Subscriber also understands that, by becoming a subscriber, access and use of copyrighted content is subject to a license granted to DMP and a sublicense granted by DMP to subscriber. 1. DEFINITIONS 1.1 "Annual Invoice Date" shall be the anniversary date of this Agreement unless another date is agreed to in writing by both parties. 1.2 "Contributor" is a third party that owns and/or licenses content and/or database(s). 1.3 "Contributor Content/Database(s)" is Contributor -owned content and/or database(s) that have been licensed to DMP. 1.4 "Effective Date" is the date shown on the signature page of this Agreement. 1.5 "Internet Map" is a limited compilation of content that is derived from DMP content and or databases, and/or the Contributor Content/Database(s). The Internet Map is viewable solely through authorized access and use of the CityGIS web site. The content of the Internet Map is further limited by Exhibit B. 1.6 "Visual Output" is an electronically displayed adaptation of the Internet Map obtained through authorized access and use of the CityGIS web site. 1.7 "Print Output" is an electronically printed adaptation of the Visual Output obtained through authorized access and use of the CityGIS web site. 1.8 "Authorized User" is an employee or agent of Subscriber that has been authorized by DMP to access and use the Internet Map. 1.9 "Purpose" is the non-commercial access and use of the Internet Map for Subscriber's normal municipal activities by an Authorized User, subject to the terms of this Agreement. 2. COPYRIGHT AND TRADEMARK NOTICES 2.1 DMP Copyright Notice. The following copyright notice applies to all non -Contributor content provided by the CityGIS service, including the compilation(s) of Contributor content: © Copyright 1999 Digital Map Products, LLC. All rights reserved. The non -Contributor content provided by the CityGIS service is the proprietary property of DMP and may not be used or reproduced except as expressly licensed by DMP. 2.2 Additional Copyright Notices. The copyright notices in Exhibit A apply to all Contributor content provided by the CityGIS service. 1 2.3 DMP Trademark Notice. "CityGIS" is a trademark and service mark owned by DMP. DMP's trademarks or service marks may not be used in connection with any product or service except to signify that DMP is the source of the Internet Map, Visual Output and Print Output, and then only in a manner that does not disparage, discredit, or harm DMP. 3. GRANT OF LICENSE 3.1 Grant of license. DMP grants to Subscriber, subject to the terms of this Agreement, a non-exclusive, non -transferable, and non -assignable license to access and use the Internet Map solely for the Purpose through the CityGIS web site by an Authorized User. 3.2 Scope of license. Subscriber agrees and understands that the license to access and use the Internet Map in Section 3.1 comprises only the following express rights, and nothing else: • Electronically adapt the Internet Map to Visual Output(s) (i.e. customize a map on the CityGIS web site) • Electronically display the Visual Output(s) to an Authorized User (i.e. view the customized map on a computer screen) • Electronically adapt the Visual Output(s) to Print Output(s) (i.e. print the customized map) • Reproduce the Print Output(s) (i.e. make copies of the printed customized map on a copy machine) • Physically display the Print Output(s) (i.e. display the printed customized map on a bulletin board at Subscriber's offices) • Physically distribute the Print Output(s) (i.e. give the printed customized map to a construction contractor) 3.3 Rights Reserved by DMP. DMP reserves all other rights, including the rights to reproduce, distribute, and display the Internet Map and the rights to reproduce, distribute, and display (to a non -Authorized User) the Visual Output(s). Subscriber agrees that only DMP will be allowed to display, distribute, and reproduce the Internet Map, Visual Output(s), or Print Output(s) on the Internet or by other electronic means to a non - Authorized User. 3.4 Non -Compete Clause. During the term of this Agreement, Subscriber agrees to not compete with or replace any present or future products or services of DMP, Contributor(s), or their affiliates, including the Thomas Bros. MapsTM Page and Grid, through access and use of the Internet Map, Visual Output(s), and Print Output(s). 3.5 New Use. Subscriber agrees that any other use of any content contained on the CityGIS web site is strictly prohibited. Any improvements or future methods or means of accessing or using the Internet Map, Visual Output(s), or Print Output(s) are expressly reserved to DMP. 3.6 Injunctive Relief. Subscriber acknowledges that its use of the Internet map for a use not specifically provided for in this agreement, specifically this Section 3, DMP and its Contributors will not have an adequate remedy in money or damages. As such, should Subscriber misuse the Internet Map, DMP and its Contributors shall have the right to seek injunctive relief against Subscriber to cease the misuse of the Internet Map. 4. SUBSCRIPTION AND LICENSE FEES 2of10 4.1 Subscription and License Fees. In consideration of a subscription to the CityGIS service and the license granted in Section Three, Subscriber agrees to pay subscription and license fees, as listed in the attached Exhibit C, plus all applicable taxes. All applicable fees and taxes are due 30 days after receipt of an invoice after the Effective Date of this Agreement and on the Annual Invoice Date for the term of this Agreement. All fees and taxes will be invoiced annually 30 days in advance of the due date. Subscriber agrees to pay the invoiced amount to DMP in full within 30 days after receipt of an invoice. 4.2 Prorated Fees and Revised Anniversary Date. The fees paid in the first year of this Agreement may be prorated and the Annual Invoice Date may be changed to comply with delivery dates and/or billing dates so long as both parties have agreed to the dates and the prorated amounts in advance and in writing. 4.3 Failure to Pay. If Subscriber does not pay the invoiced amount to DMP in full within 30 days from the invoice date, DMP reserves the right to suspend access and use of the CityGIS service by Subscriber. Alternatively, DMP (as a nondefaulting party) may terminate this Agreement pursuant to Section 9.3. 4.4 Fees by Subscriber. Subscriber agrees to not charge fees for the Print Output(s) unless the fees are for the sole non-profit purpose of recouping costs pursuant to Subscriber's normal municipal activities. 5. DELIVERY AND SUPPORT 5.1 Access to the Internet Map. DMP will make the Internet Map accessible to Subscriber through the CityGIS web site by the start of the period specified in Exhibit D. 5.2 Installation Responsibilities. Subscriber agrees to be responsible for obtaining a compatible web browser, such as MicrosoftTM Internet ExplorerTM or NetscapeTM Navigatofrm, to access and use the CityGIS web site and the Internet Map. Subscriber agrees that no other means will be employed to access or use the CityGIS web site or the Internet Map. 6. UPDATES AND ERRORS 6.1 Update of Content Contained in the Internet Map. As new content is submitted by Contributors, DMP may update the Internet Map. While DMP will try to be as accurate or complete as possible, DMP is not responsible for errors or omissions that may result from updating the Internet Map. 6.2 Errors or Omissions in the Internet Map. Subscriber may identify errors or omissions in the Internet Map to DMP. DMP is not responsible for correcting errors or omissions; however, DMP will forward any written claims of errors or omissions to the Contributor(s), and will notify Subscriber as to Contributor's course of action. 7. OWNERSHIP AND CONFIDENTIALITY 7.1 Ownership. Subscriber understands that the CityGIS web site, Internet Map, Visual Output(s), and Print Output(s) in any form are the intellectual property of DMP and/or the Contributor(s). 7.2 Preservation of Notices. Subscriber agrees to include, and will not remove or obscure, any copyright, trademark, patent, or other notices appearing on the CityGIS web site, Internet Map, Visual Output(s), or Print Output(s). 3of10 7.3 Trade Secrets and Confidential Information. Subscriber also understands that the CityGIS web site, Internet Map, Visual Output(s), and Print Output(s) are based on and include proprietary trade secrets and confidential information of DMP and/or the Contributor(s). Subscriber will not modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the CityGIS web site, Internet Map, Visual Output(s), or Print Output(s). 7.4 Maintenance of Trade Secrets and Confidential Information. To the extent allowed by law, Subscriber will treat the CityGIS web site, Internet Map, Visual Output(s), or Print Output(s) with at least the same degree of care (and no less than a reasonable degree of care) as that which it treats its own trade secrets and confidential information. 8. WARRANTY 8.1 Limited Warranty. DMP represents and warrants to Subscriber that the Internet Map will perform in all material respects, subject to the terms of this Agreement. DMP further represents and warrants that it has the right to enter into this Agreement and to grant Subscriber the rights expressly listed in Section 3.2. 8.2 No Other Warranties. DMP makes no other express or implied warranties, including but not limited to any warranty of design, merchantability, fitness for a particular purpose, or against infringement. DMP agents are not authorized to alter or exceed the warranty obligations of Section 8.1. DMP and Contributors make no representation or warranties that the Internet Map is accurate and free of errors and/or omissions. As such the parties specifically do not consider the Internet Map to be suitable so as to be reliable for use in emergencies and the Subscriber accepts the Internet Map "as is". 8.3 Limitation of Liability. DMP is not liable to the Subscriber for any damages resulting from a violation of this Agreement and Subscriber agrees that any damages for DMP's breach of this Agreement (including but not limited to this Section 8 warranty) are limited to a refund of the fees and taxes paid by Subscriber to DMP pursuant to Section 4.1. 9. DURATION OF AGREEMENT 9.1 Period of Agreement. This Agreement is effective upon signing by both parties and will continue in effect until the end of the period specified in Exhibit D. 9.2 Renewal of Agreement. Subject to these terms, this Agreement may be renewed by the mutual written consent of DMP and Subscriber. 9.3 Termination. This Agreement may be terminated prematurely by a nondefaulting party if the defaulting party materially fails to comply with the terms of this Agreement. 9.4 Effective Date of Termination. For Section 9.3, termination is effective after 30 days' notice to the defaulting party, if the defaulting party does not move to correct the default. 9.5 Obligations on Expiration or Termination. The license to access and use the Internet Map in Section 3.1, comprising the rights listed in Section 3.2, is immediately revoked upon expiration or termination of this Agreement. 10. MISCELLANEOUS PROVISIONS 10.1 Non -Assignability. Neither party may assign or transfer this Agreement without the prior written consent of the other party. Any unauthorized assignment or transfer will be 4of10 � 1 � null and void, and enables termination pursuant to Section 9.3. This Agreement is binding upon any authorized successor or assign. 10.2 No Relationship. DMP is an independent contractor, not an employee of Subscriber. All DMP personnel are employees or subcontractors of DMP, not employees of Subscriber. 10.3 Governing Law. The validity, interpretation, construction and performance of this Agreement is governed by California law, without regard to California,conflicts of laws principles. Subscriber and DMP agree that all legal proceedings pursuant to this Agreement will be filed in Orange County, California. 10.4 Preclusion. To the extent permitted by applicable law, claims for breach of contract and misappropriation are not precluded by this Agreement. 10.5 U.S. Database Protection Legislation. If the United States adopts database protection legislation, its provisions will be applicable to the terms of this Agreement. 10.6 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 so long as the intent of this Agreement and the rights and obligation of the parties are not materially changed. 10.7 Preparation of Agreement. No provision in this Agreement shall be interpreted for or against a party because that party drafted that provision. 10.8 Entire Understanding. This Agreement expresses the entire agreement between DMP and Subscriber, and supersedes any prior communication, oral or written, relating to the terms of this Agreement. 10.9 Modifications to the Agreement. This Agreement may not be supplemented, modified, amended, released, or discharged without the mutual written consent of DMP and Subscriber. 10.10 Consent to Violation Not Waiver. A waiver by DMP of a default or violation is not a waiver of any provision of this Agreement, or of any subsequent default or violation. The parties have executed and delivered this Agreement on January 01, 2002 ("Effective Date") SUBSCRIBER NAME: Position: DIGITAL MAP PRODUCTS GLEN JANSMA Chief Operating Officer 5of10 EXHIBIT A ADDITIONAL COPYRIGHT NOTICES Agreement OOO1001CG © Copyright 1996-2001: First American Real Estate Solutions The County of Los Angeles and its contributing cities Etak, Inc. TBM USGS All rights reserved. The Contributor content provided by the CityGIS service is the proprietary property of the above -named Contributors and may not be used or reproduced except as expressly licensed by DMP. 6of10 � y • � • 4 u ' > EXHIBIT B CONTENT OF INTERNET MAP Agreement 0001001CG Data Components Parcel and Right -of -Way Database Property and Ownership Attribute Database 1M Black and White Imagery Centerline Data CitvGIS Components Digital Map Central Basic Modules Property Map Notification General Map Property Information Fire Central Health Central Utility Central Owner County of Los Angeles First American Real Estate Solutions USGS TBM Etak, Inc. Owner Digital Map Products Digital Map Products Digital Map Products Digital Map Products 7of10 EXHIBIT C SUBSCRIPTION AND LICENSE FEES Agreement OOO1001CG Subscription and License fees are based on 5,333 parcels and 20 user seats Subscription Fees Annual Fee Digital Map Central Basic Modules $ 5,000 Property Map Notification General Map Property Information Fire Central $ 4,000 Health Central $ 8,000 Utility Central $ 8,000 Total: $254000 License Fees - $ 000.00 no new data licenses under this Agreement 8 EXHIBIT D EFFECTIVE PERIOD OF THIS AGREEMENT Agreement OOO1001CG Beginning 1/01/2002 and continuing through to 12/31/2006. 9 EXHIBIT E AUTHORIZED USERS Agreement OOO1001CG Authorized users are any Subscriber employee or agent, Subscriber Council Member, Commissioner, or staff of the Chamber of Commerce, to be used exclusively for Subscriber business only. Consultants may also be granted access for a specific project based upon signing a Service Subscription and Sublicense Agreement and paying a nominal charge based upon their projected level of activity. 10 of 10 CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro -Tern WM. "BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator / City Clerk FAX (323) 826-1438 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 January 9, 2002 Digital Map Products Attn: Glen L. Jansma Chief Operating Officer 575 Anton Boulevard, Suite 750 Costa Mesa, CA 92626 Dear Mr. Jansma: EDUARDO OLIVO City Attorney FAX: (562) 927-8722 KEVIN WILSON Director of Community Services & Water FAX: (323) 826-1435 Re: Professional and Technical Services Agreement; and Service Subscription and Sublicense Agreement KENNETH J. DeDARIO Director of Municipal Utilities FAX: (323) 826-1425 STEVEN E. PARKER Fire Chief FAX: (323) 826-1407 BRUCE W. OLSON Police Chief FAX:(323)826.1481 Transmitted herewith are duplicate original copies of the aforementioned agreements approved by the Vernon City Council on December 19, 2001. If you have any questions, please call Mr. Greg Tsujiuchi at 323/583- 8811 ext. 263. Sincerely, Nelly Gi on zlll-� Assistant Chief Deputy City Clerk :ng cc: Greg Tsujiuchi Resolution Nos. 7887, Agreement File Nos. 01-085, 01-086 CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro -Tern WM. "BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator / City Clerk FAX (323) 826-1438 City Council City of Vernon EDUARDO OLIVO City Attorney FAX: (562) 927-8722 KEVIN WILSON Director of Community Services& Water FAX: (323) 826-1435 KENNETH J. DeDARIO Director of Municipal Utilities FAX: (323) 826-1425 STEVEN E. PARKER Fire Chief FAX: (323) 826-1407 CITY HALL BRUCE W. OLSON 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 Police Chief TELEPHONE (323) 583-8811 FAX: (323)826-1481 December 13, 2001 Honorable Members: 6b 6 Submitted herewith are a Professional and Technical Services Agreement and a Service Subscription and Sublicense Agreement, by and between, the City of Vernon and Digital Map Products, LLC. The City is requesting to continue the pursuance of a GIS Software program with a new vendor, DMP, in order to increase the efficiency and abilities of city operations. Initially, the City agreed to house this type of a system fully in-house with dedicated staff. However, the designated staff member has since resigned, and it has been identified that the required knowledge, time, and resources would exceed that of DMPs' services if we were to continue with the existing system implementation plan. DMP was selected by a City formed GIS Committee consisting of representatives from each department. The cost for services are the following: 1. Professional and Technical Services 2. Annual Subscription Fee for 5 years $236,740.00 $ 25,000.00 In addition, as additional employees utilize the GIS software, it may be required to increase the internet bandwidth at an increased monthly cost of approximately $120.00 and a one time cost of approximately $700.00 for hardware. DMP December 13, 2001 Page 2 This has been reviewed by the City Attorney and Assistant to the City Administrator, and it is hereby recommended that the Professional and Technical Services Agreement and a Service Subscription and Sublicense Agreement, by and between, the City of Vernon and Digital Map Products, LLC. be approved and executed, and that a Resolution be adopted. Very truly yours, uce V. Malkenh�rst City Administrator/Clerk BVM/gst Z«r SS-g CityGIS SERVICE SUBSCRIPTION AND SUBLICENSE AGREEMENT Agreement — 0001001 CG This is a subscription and sublicense agreement between Digital Map Products, LLC ("DMP") and the City of Vernon ("Subscriber"). DMP operates the CityGIS service and, pursuant to the terms of this Agreement, Subscriber will become a subscriber to the CityGIS service. Subscriber understands that DMP licenses copyrighted content owned by DMP or the Contributor(s) listed in Exhibit A. Subscriber also understands that, by becoming a subscriber, access and use of copyrighted content is subject to a license granted to DMP and a sublicense granted by DMP to subscriber. 1. DEFINITIONS 1.1 "Annual Invoice Date" shall be the anniversary date of this Agreement unless another date is agreed to in writing by both parties. 1.2 "Contributor" is a third party that owns and/or licenses content and/or database(s). 1.3 "Contributor Content/Database(s)" is Contributor -owned content and/or database(s) that have been licensed to DMP. 1.4 "Effective Date" is the date shown on the signature page of this Agreement. 1.5 "Internet Map" is a limited compilation of content that is derived from DMP content and or databases, and/or the Contributor Content/Database(s). The Internet Map is viewable solely through authorized access and use of the CityGIS web site. The content of the Internet Map is further limited by Exhibit B. 1.6 "Visual Output" is an electronically displayed adaptation of the Internet Map obtained through authorized access and use of the CityGIS web site. 1.7 "Print Output" is an electronically printed adaptation of the Visual Output obtained through authorized access and use of the CityGIS web site. 1.8 "Authorized User" is an employee or agent of Subscriber that has been authorized by DMP to access and use the Internet Map. 1.9 "Purpose" is the non-commercial access and use of the Internet Map for Subscriber's normal municipal activities by an Authorized User, subject to the terms of this Agreement. 2. COPYRIGHT AND TRADEMARK NOTICES 2.1 DMP Copyright Notice. The following copyright notice applies to all non -Contributor content provided by the CityGIS service, including the compilation(s) of Contributor content: © Copyright 1999 Digital Map Products, LLC. All rights reserved. The non -Contributor content provided by the CityGIS service is the proprietary property of DMP and may not be used or reproduced except as expressly licensed by DMP. 2.2 Additional Copyright Notices. The copyright notices in Exhibit A apply to all Contributor content provided by the CityGIS service. 2.3 DMP Trademark Notice. "CityGIS" is a trademark and service mark owned by DMP. DMP's trademarks or service marks may not be used in connection with any product or service except to signify that DMP is the source of the Internet Map, Visual Output and Print Output, and then only in a manner that does not disparage, discredit, or harm DMP. 3. GRANT OF LICENSE 3.1 Grant of license. DMP grants to Subscriber, subject to the terms of this Agreement, a non-exclusive, non -transferable, and non -assignable license to access and use the Internet Map solely for the Purpose through the CityGIS web site by an Authorized User. 3.2 Scope of license. Subscriber agrees and understands that the license to access and use the Internet Map in Section 3.1 comprises only the following express rights, and nothing else: • Electronically adapt the Internet Map to Visual Output(s) (i.e. customize a map on the CityGIS web site) • Electronically display the Visual Output(s) to an Authorized User (i.e. view the customized map on a computer screen) • Electronically adapt the Visual Output(s) to Print Output(s) (i.e. print the customized map) • Reproduce the Print Output(s) (i.e. make copies of the printed customized map on a copy machine) • Physically display the Print Output(s) (i.e. display the printed customized map on a bulletin board at Subscriber's offices) • Physically distribute the Print Output(s) (i.e. give the printed customized map to a construction contractor) 3.3 Rights Reserved by DMP. DMP reserves all other rights, including the rights to reproduce, distribute, and display the Internet Map and the rights to reproduce, distribute, and display (to a non -Authorized User) the Visual Output(s). Subscriber agrees that only DMP will be allowed to display, distribute, and reproduce the Internet Map, Visual Output(s), or Print Output(s) on the Internet or by other electronic means to a non - Authorized User. 3.4 Non -Compete Clause. During the term of this Agreement, Subscriber agrees to not compete with or replace any present or future products or services of DMP, Contributor(s), or their affiliates, including the Thomas Bros. MapsTM Page and Grid, through access and use of the Internet Map, Visual Output(s), and Print Output(s). 3.5 New Use. Subscriber agrees that any other use of any content contained on the CityGIS web site is strictly prohibited. Any improvements or future methods or means of accessing or using the Internet Map, Visual Output(s), or Print Output(s) are expressly reserved to DMP. 3.6 Injunctive Relief. Subscriber acknowledges that its use of the Internet map for a use not specifically provided for in this agreement, specifically this Section 3, DMP and its Contributors will not have an adequate remedy in money or damages. As such, should Subscriber misuse the Internet Map, DMP and its Contributors shall have the right to seek injunctive relief against Subscriber to cease the misuse of the Internet Map. 4. SUBSCRIPTION AND LICENSE FEES 2of10 4.1 Subscription and License Fees. In consideration of a subscription to the CityGIS service and the license granted in Section Three, Subscriber agrees to pay subscription and license fees, as listed in the attached Exhibit C, plus all applicable taxes. All applicable fees and taxes are due 30 days after receipt of an invoice after the Effective Date of this Agreement and on the Annual Invoice Date for the term of this Agreement. All fees and taxes will be invoiced annually 30 days in advance of the due date. Subscriber agrees to pay the invoiced amount to DMP in full within 30 days after receipt of an invoice. 4.2 Prorated Fees and Revised Anniversary Date. The fees paid in the first year of this Agreement may be prorated and the Annual Invoice Date may be changed to comply with delivery dates and/or billing dates so long as both parties have agreed to the dates and the prorated amounts in advance and in writing. 4.3 Failure to Pay. If Subscriber does not pay the invoiced amount to DMP in full within 30 days from the invoice date, DMP reserves the right to suspend access and use of the CityGIS service by Subscriber. Alternatively, DMP (as a nondefaulting party) may terminate this Agreement pursuant to Section 9.3. 4.4 Fees by Subscriber. Subscriber agrees to not charge fees for the Print Output(s) unless the fees are for the sole non-profit purpose of recouping costs pursuant to Subscriber's normal municipal activities. 5. DELIVERY AND SUPPORT 5.1 Access to the Internet Map. DMP will make the Internet Map accessible to Subscriber through the CityGIS web site by the start of the period specified in Exhibit D. 5.2 Installation Responsibilities. Subscriber agrees to be responsible for obtaining a compatible web browser, such as MicrosoftTM Internet ExplorerTM or NetscapeTM Navigatofrm, to access and use the CityGIS web site and the Internet Map. Subscriber agrees that no other means will be employed to access or use the CityGIS web site or the Internet Map. 6. UPDATES AND ERRORS 6.1 Update of Content Contained in the Internet Map. As new content is submitted by Contributors, DMP may update the Internet Map. While DMP will try to be as accurate or complete as possible, DMP is not responsible for errors or omissions that may result from updating the Internet Map. 6.2 Errors or Omissions in the Internet Map. Subscriber may identify errors or omissions in the Internet Map to DMP. DMP is not responsible for correcting errors or omissions; however, DMP will forward any written claims of errors or omissions to the Contributor(s), and will notify Subscriber as to Contributor's course of action. 7. OWNERSHIP AND CONFIDENTIALITY 7.1 Ownership. Subscriber understands that the CityGIS web site, Internet Map, Visual Output(s), and Print Output(s) in any form are the intellectual property of DMP and/or the Contributor(s). 7.2 Preservation of Notices. Subscriber agrees to include, and will not remove or obscure, any copyright, trademark, patent, or other notices appearing on the CityGIS web site, Internet Map, Visual Output(s), or Print Output(s). 3of10 7.3 Trade Secrets and Confidential Information. Subscriber also understands that the CityGIS web site, Internet Map, Visual Output(s), and Print Output(s) are based on and include proprietary trade secrets and confidential information of DMP and/or the Contributor(s). Subscriber will not modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the CityGIS web site, Internet Map, Visual Output(s), or Print Output(s). 7.4 Maintenance of Trade Secrets and Confidential Information. To the extent allowed by law, Subscriber will treat the CityGIS web site, Internet Map, Visual Output(s), or Print Output(s) with at least the same degree of care (and no less than a reasonable degree of care) as that which it treats its own trade secrets and confidential information. 8. WARRANTY 8.1 Limited Warranty. DMP represents and warrants to Subscriber that the Internet Map will perform in all material respects, subject to the terms of this Agreement. DMP further represents and warrants that it has the right to enter into this Agreement and to grant Subscriber the rights expressly listed in Section 3.2. 8.2 No Other Warranties. DMP makes no other express or implied warranties, including but not limited to any warranty of design, merchantability, fitness for a particular purpose, or against infringement. DMP agents are not authorized to alter or exceed the warranty obligations of Section 8.1. DMP and Contributors make no representation or warranties that the Internet Map is accurate and free of errors and/or omissions. As such the parties specifically do not consider the Internet Map to be suitable so as to be reliable for use in emergencies and the Subscriber accepts the Internet Map "as is". 8.3 Limitation of Liability. DMP is not liable to the Subscriber for any damages resulting from a violation of this Agreement and Subscriber agrees that any damages for DMP's breach of this Agreement (including but not limited to this Section 8 warranty) are limited to a refund of the fees and taxes paid by Subscriber to DMP pursuant to Section 4.1. 9. DURATION OF AGREEMENT 9.1 Period of Agreement. This Agreement is effective upon signing by both parties and will continue in effect until the end of the period specified in Exhibit D. 9.2 Renewal of Agreement. Subject to these terms, this Agreement may be renewed by the mutual written consent of DMP and Subscriber. 9.3 Termination. This Agreement may be terminated prematurely by a nondefaulting party if the defaulting party materially fails to comply with the terms of this Agreement. 9.4 Effective Date of Termination. For Section 9.3, termination is effective after 30 days' notice to the defaulting party, if the defaulting party does not move to correct the default. 9.5 Obligations on Expiration or Termination. The license to access and use the Internet Map in Section 3.1, comprising the rights listed in Section 3.2, is immediately revoked upon expiration or termination of this Agreement. 10. MISCELLANEOUS PROVISIONS 10.1 Non -Assignability. Neither party may assign or transfer this Agreement without the prior written consent of the other party. Any unauthorized assignment or transfer will be 4of10 null and void, and enables termination pursuant to Section 9.3. This Agreement is binding upon any authorized successor or assign. 10.2 No Relationship. DMP is an independent contractor, not an employee of Subscriber. All DMP personnel are employees or subcontractors of DMP, not employees of Subscriber. 10.3 Governing Law. The validity, interpretation, construction and performance of this Agreement is governed by California law, without regard to California conflicts of laws principles. Subscriber and DMP agree that all legal proceedings pursuant to this Agreement will be filed in Orange County, California. 10.4 Preclusion. To the extent permitted by applicable law, claims for breach of contract and misappropriation are not precluded by this Agreement. 10.5 U.S. Database Protection Legislation. If the United States adopts database protection legislation, its provisions will be applicable to the terms of this Agreement. 10.6 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 so long as the intent of this Agreement and the rights and obligation of the parties are not materially changed. 10.7 Preparation of Agreement. No provision in this Agreement shall be interpreted for or against a party because that party drafted that provision. 10.8 Entire Understanding. This Agreement expresses the entire agreement between DMP and Subscriber, and supersedes any prior communication, oral or written, relating to the terms of this Agreement. 10.9 Modifications to the Agreement. This Agreement may not be supplemented, modified, amended, released, or discharged without the mutual written consent of DMP and Subscriber. 10.10 Consent to Violation Not Waiver. A waiver by DMP of a default or violation is not a waiver of any provision of this Agreement, or of any subsequent default or violation. The parties have executed and delivered this Agreement on /7/lq , 2001 ("Effective Date"). SUBSCRIBER DIGITAL MAP PRODUCTS CITY OF VERNON NAME- LEONIS C . 6LBURG JAME SKURZYNSKI Position: Mayor ATTEST* BRUCE V. MALKENHORST, City Clerk APPRO D AS TO FORM: EDUARDO OLIVO, City Attorney 5of10 EXHIBIT A EXHIBIT A ADDITIONAL COPYRIGHT NOTICES Agreement OOO1001CG © Copyright 1996-2001: First American Real Estate Solutions The County of Los Angeles and its contributing cities Etak, Inc. TBM USGS All rights reserved. The Contributor content provided by the CityGIS service is the proprietary property of the above -named Contributors and may not be used or reproduced except as expressly licensed by DMP. 6of10 EXHIBIT B EXHIBIT B CONTENT OF INTERNET MAP Agreement 0001001CG Data Components Parcel and Right -of -Way Database Property and Ownership Attribute Database 1M Black and White Imagery Centerline Data CitvGIS Components Digital Map Central Basic Modules Property Map Notification General Map Property Information Fire Central Health Central Utility Central Owner County of Los Angeles First American Real Estate Solutions USGS TBM Etak, Inc. Owner Digital Map Products Digital Map Products Digital Map Products Digital Map Products 7of10 EXHIBIT C EXHIBIT C SUBSCRIPTION AND LICENSE FEES Agreement 0001001CG Subscription and License fees are based on 5,333 parcels and 20 user seats Subscription Fees Annual Fee Digital Map Central Basic Modules $ 5,000 Property Map Notification General Map Property Information Fire Central $ 4,000 Health Central $ 8,000 Utility Central $ 8,000 Total: $25,000 License Fees - $ 000.00 no new data licenses under this Agreement EXHIBIT D EXHIBIT D EFFECTIVE PERIOD OF THIS AGREEMENT Agreement OOO1001CG Beginning 1/01/2002 and continuing through to 12/31/2006. EXHIBIT E EXHIBIT E AUTHORIZED USERS Agreement 0001001 CG Authorized users are any Subscriber employee or agent, Subscriber Council Member, Commissioner, or staff of the Chamber of Commerce, to be used exclusively for Subscriber business only. Consultants may also be granted access for a specific project based upon signing a Service Subscription and Sublicense Agreement and paying a nominal charge based upon their projected level of activity. 10 of 10 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) 826-1438 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 January 9, 2002 Digital Map Products Attn: Glen L. Jansma Chief Operating Officer 575 Anton Boulevard, Suite 750 Costa Mesa, CA 92626 Dear Mr. Jansma: EDUARDO OLIVO City Attorney FAX: (562) 927-8722 KEVIN WILSON Director of Community Services & Water FAX: (323) 826-1435 Re: Professional and Technical Services Agreement; and Service Subscription and Sublicense Agreement KENNETH J. DeDARIO Director of Municipal Utilities FAX: (323) 826-1425 STEVEN E. PARKER Fire Chief FAX: (323) 826-1407 BRUCE W. OLSON Police Chief FAX: (323)826-1481 Transmitted herewith are duplicate original copies of the aforementioned agreements approved by the Vernon City Council on December 19, 2001. If you have any questions, please call Mr. Greg Tsujiuchi at 323/583- 8811 ext. 263. Sincerely, Af--t� Nelly Gi on Assistant Chief Deputy City Clerk :ng CC: Greg Tsu.jiuchi Resolution Nos. 7887,_ 7888 Agreement File Nos. .-085 01-086 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) 826-1438 City Council City of Vernon Honorable Members: CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 December 13, 2001 9 EDUARDO OLIVO City Attorney FAX: (562) 927-8722 KEVIN WILSON Director of Community Services & Water FAX: (323) 826-1435 KENNETH J. DeDARIO Director of Municipal Utilities FAX: (323) 826-1425 STEVEN E. PARKER Fire Chief FAX: (323) 826-1407 BRUCE W. OLSON Police Chief FAX:(323)826-1481 Submitted herewith are a Professional and Technical Services Agreement and a Service Subscription and Sublicense Agreement, by and between, the City of Vernon and Digital Map Products, LLC. The City is requesting to continue the pursuance of a GIS Software program with a new vendor, DMP, in order to increase the efficiency and abilities of city operations. Initially, the City agreed to house this type of a system fully in-house with dedicated staff. However, the designated staff member has since resigned, and it has been identified that the required knowledge, time, and resources would exceed that of DMPs' services if we were to continue with the existing system implementation plan. DMP was selected by a City formed GIS Committee consisting of representatives from each department. The cost for services are the following: 1. Professional and Technical Services 2. Annual Subscription Fee for 5 years $236,740.00 $ 25,000.00 In addition, as additional employees utilize the GIS software, it may be required to increase the internet bandwidth at an increased monthly cost of approximately $120.00 and a one time cost of approximately $700.00 for hardware. DMP December 13, 2001 Page 2 This has been reviewed Administrator, and it Technical Services Agr Agreement, by and betw Products, LLC. be appr adopted. BVM/gst by the City Attorney and Assistant to the City is hereby recommended that the Professional and eement and a Service Subscription and Sublicense een, the City of Vernon and Digital Map oved and executed, and that a Resolution be Very truly yours, 1,4� �rucealkenhrst City Administrator/Clerk