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Resolution No. 09910
1 RESOLUTION NO. 9910 2 3 A RESOLUTION OF THE .CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A 4 CITYGIS SERVICE SUBSCRIPTION AND SUBLICENSE 5 AGREEMENT AND :SUBLICENSE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND DIGITAL MAP PRODUCTS, INC. 6 7 WHEREAS, Digital Map Products, Inc.- ("DMP") has provided 8 data to the City of Vernon in the past relating to a geographic 9 information system ("GIS") and is an authorized sublicensor of 10 products owned by-DMP or purchased by DMP from various third parties 11 pertaining to parcel and right-of-way data, property attributes, maps 12 and photos; and 13 WHEREAS, DMP operates the DMP CityGIS service and requires 14 the City of Vernon to become a subscriber to such service and 15 authorized sublicensor to access and use the .content of-the service; 16 -and 17 WHEREAS, the Director of Light & Power has recommended that 18 the City execute the necessary subscription and sublicense agreements 19 with DMP relating to Thomas Bros. Map data and property records to 20 facilitate services provided to the Vernon community; and 21 WHEREAS, the City Council of the City of Vernon has 22 determined ,.that, pursuant to-the provisions of subsection (a) of 23 Section 2.27 of the Vernon City Code, it is in the public interest and 24 necessity to enter into-the subscription and sublicense agreement with 25 DMP for CityGIS Service. 26 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 27 'CITY OF VERNON AS FOLLOWS: 28 _ SECTION 1: The City Council of the City of Vernon hereby 1 finds and determines that the recitals contained hereinabove are true 2 and correct. 3 SECTION 2: The City Council of the City of Vernon hereby 4 approves the CityGLS Service Subscription and Sublicense Agreement 5 (RE2Y081230CG) and Sublicense Agreement (RE081230D) (collectively, the 6 "Agreement") with DMP in substantially the same form as the copies 7 which are attached hereto as Exhibit A and incorporated by reference. 8 SECTION 3: The City Council of the City of Vernon hereby 9 authorizes the. Mayor or Mayor Pro-Tem to execute the Agreements for, 10 and_on behalf of, the City of Vernon and the City Clerk or Deputy City 11 Clerk is hereby authorized to attest thereto. 12 SECTION 4: The City Council of the City of Vernon hereby 13 authorizes the City Administrator, or.his designee, to-make whatever. 14 nonsubstantive, administrative and/or text changes, upon advice of 15 counsel, to the .Agreements. 16 SECTION 5: The City Council of the City of Vernon hereby 17 approves and authorizes the City Administrator,.or .his designee, to 18 perform such acts-and deeds as may be necessary or convenient to effect 19 the purposes of this Resolution and the transactions herein approved or 20 authorized and to execute any and all other documents as required 21 consistent with .the terms of the Agreements. 22 SECTION 6: The City Council of the City of Vernon hereby 23 directs the City Clerk, or her designee, to send fully executed 24 Agreements to Digital Map Products, Inc. 25 / / / 26 / / / 27 / / 28 / / / _ 2 1 SECTION 7: .The City Clerk of the City of Vernon shall 2 certify to the passage of this resolution,. and thereupon and 3 thereafter the same shall be in full force and effect. 4 APPROVED AND ADOPTED this 6th day of April,- 2009. 5 ~9~~.~~~~~~e~~~~~ . 6 ~ - L~oni~s C , alburg Name: 7 Tit 1 e : Mayor / .~A!~~•e~ ~-~-e~ 8 g ATTEST:. 10 11 M LA GIRON, -i y Clerk 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 _ 1 STATE OF CALIFORNIA ) ss 2 COUNTY OF LOS ANGELES ) 3 4 I, MANUELA GIRON, City Clerk. of the City of Vernon, do hereby 5 certify that the foregoing Resolution, being Resolution No. 9910, was 6 duly adopted by the City Council of the City of Vernon at a regular 7 meeting of the City Council duly held on Monday, April 6, 2009, and g thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of g Vernon. 10 K 11 _ MANUELA 0 City Clerk 12 (SEAL) 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 4 - EXHIBIT A Agreement - RE2Y081230CG CityGIS Service Subscription and Sublicense Agreement Agreement - RE2Y081230CG This is a subscription and sublicense ageement ("Agreement"), dated as of the 30''' day of December, 2008, ("Effective date") is made and entered into by and between Digital Map Products, Inc., 1936 E. Deere Ave., -Suite 220, Santa Ana, CA 92705 ("DMP") and THE CITY OF VERNON, 4305 S. Santa Fe Ave., Vernon, CA 90058 ("Customer"). DMP operates the DMP CityGIS service and, pursuant to the terms of this Agreement, Customer will become a subscriber to the DMP CityGIS service. Customer understands that DMP licenses copyrighted content owned by DMP or purchased by DMP from various third parties. Customer 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 Customer. 1. DEFINITIONS 1.1 "Contributor" is a third party that owns and/or licenses content and/or database(s) to DMP. 1.2 "Contributor Content/Database(s)" is Contributor-owned content and/or licensed content and/or databases(s) that have been licensed to DMP. 1.3 "Subscription Application" is and means a limited compilation of content that is derived from DMP content -and or databases, including computer software and data, material and information contained in the DMP CityGIS website, ,and/or the Contributor Content/Database(s). The Subscription Application is viewable solely through authorized access and use of the DMP CityGIS web site. The content of the Subscription Application is further limited by Exhibit A. The Subscription Application includes: •"Visual ..Output" which is an electronically displayed adaptation of the Subscription Application obtainedthrough authorized access and use ofthe DMP CityGIS. web site.. •"Print Output" which is an electronically printed adaptation of the Visual Output obtained through authorized. access and use of the DMP CityGIS web site. 1.4 "Authorized User" is an employee or agent of Customer that has been authorized by DMP to .access and use the Subscription Application. 1.5 "Purpose" is the non-commercial access and use of the Subscription Application for Customer's normal internal municipal activities by an Authorized User, subject to the terns of this Agreement.. 2. COPYRIGHTS & LICENSING The copyright and licensing rights and obligations are attached hereto `as Exhibit A and incorporated herein by this reference. Page I of 10 Agreement - RE2Y081230CG 3. SUBSCRII'TION AND LICENSE FEES 3.1 Subscription and License Fees. In consideration of a subscription to the DMP CityGIS service and the license granted in Exhibit A, Customer agrees to pay subscription license fees,. as listed in the attached Exhibit B and incorporated herein by this: reference, -plus all applicable taxes. All applicable fees and taxes will' be invoiced as per the invoice schedule as listed in the attached Exhibit B. 3.2 Failure to Pay. If Customer does not pay the invoiced amount to DMP within thirty (30) days of its due date, DMP reserves the right. to suspend access and use of the DMP CityGIS service by Customer, until the Customer brings its account current. Alternatively, DMP (as a nondefaulting party) may terminate this Agreement as otherwise provided. in this Agreement. All payments will. be applied against the oldest outstanding invoices, charges or fees first,- regardless of what may be noted on Customers actual payment. A charge of no more than one and one-half percent (1.5%) per month may be assessed on -any outstanding and past due invoices until paid in full. Customer. is responsible for -and will be charged for any cost of collections including, but not limited to, agent fees, attorney's fees, court costs, and other associated expenses. If Customer's access and use is terminated or suspended due to non- payment or -non-compliance, Customer shall nonetheless still be responsible. for any fees as set forth in this Agreement. 3.3 Fees by Customer.. Customer 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 Customer's normal business activities. 4. DMP'S PROVISION OF SERVICES: SUPPORT, UPDATES & ERRORS 4.1 Access to the Subscription Application. DMP will deliver the application and make the Subscription Application accessible to Customer through the Web site within a commercially reasonable time after the execution of this Ageement. DMP's Delivery Responsibilities are attached hereto as Exhibit C and incorporated herein by this reference. 4.2 Installation Responsibilities. Customer agrees to be responsible for obtaining a compatible web browser, such as MicrosoftTM Internet ExplorerT"'to access and usethe Web site and the Subscription Application. Customer agrees that no other means will be employed to access or use the, Web site or the Subscription Application. 4:3 Technical Support. DMP will provide telephone and.email technical support from the. hours of 8:00 AM PST to 5:00 PM PST M-F. 4.4 Errors or Omissions in the Contributor Content. Customer may identify errors or omissions in the Contributor Content 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 Customer. as to Contributor's course of action. Page 2 of 10 Agreement - RE2Y081230CG ' 5. WARRANTY & LIMITATION OF LIAB](Z,ITY 5.1 No Warranties. DMP and its Contributors make no express or implied warranties, including but not.- .limited to any warranty of design, merchantability, and fitness for a ..particular purpose, or against.. infringement and no DMP agents are authorized to alter this provision. in .writing or otherwise.:DMP and its Contributors make no-representation or warranties that the Subscription Application is accurate and free of errors and/or omissions. As such the parties specifically do not consider-.the Subscription. Application to be suitable so as to be reliable for use in emergencies. DMP provides and. the Customer accepts the Subscription Application on an "as is", "as available" basis and DMP and each £ontributor expressly .disclaim all warranties, including the warranties of merchantability, design, and fitness for a particular purpose. 5.2 Limitation of Liability. DMP and its Contributors shall not be liable for any loss, injury, claim, .liability, or :damage of any kind resulting in any way ..from (a) any errors. in or omissions from the Web site, Subscription Application, Visual Output(s), and Print Output(s) or any materials available or not included therein, (b) the unavailability or interruption of access to the Web site, Subscription Application, Visual Output(s), and Print Output(s) or any features thereof or any materials, (c) Customer's:. use of the. Web site, Subscription Application, Visual Output(s), and Print Output(s) (regardless of whether Customer received any assistance from DMP in using the service), (d) Customer's use of any equipment in connection with accessing the. Web site, (e) the content of the Web site, Subscription Application, Visual Output(s), and/or Print Output(s), (f) any delay or failure in performance beyond the reasonable control of DMP, any irregularities with the Exhibit A copyright and licensing:. Furthermore, DMP and its Contributors are not liable to the Customer for any .damages- resulting from a violation of this Agreement or the provision of services articulated herein except as provided as follows:. The aggegate and maximum liability of DMP and its Contributors, combined in connection with any claim arising out of or relating to this Agreement (including but not limited to the Section 5 warranty), arising out of or relating to the Customer's subscription, and/or arising out of or relating to the Customer's use of the web site, Subscription Application, Visual Output(s); and Print.Output(s) shall be limited to a refund of 12 months of fees and taxes paid by Customer to DMP pursuant to Section 3,1 and Exhibit B. DMP and its Contributors shall not be liable for any special, indirect; incidental, or consequential damages of any kind whatsoever (including, .without limitation, attorneys' fees) in-any- way due to, resulting from,. or arising in connection-with Customer's use of the Web site, Subscription Application, Visual Output(s), and Print- Output(s), or the failure of DMP to perform its. obligations, regardless of any negligence alleged. 6. DURATION OF AGREEMENT ~ TERMINATION 6.1 Term of Agreement. This. Agreement will commence on the Effective Date and continue for the, period of year(s) as defined in Exhibit B as the Initial Term, unless terminated earlier as . provided in this :Agreement.' Thereafter,: this Agreement .shall automatically renew for additional one (1) year periods (each a "Renewal Term" ,collectively the. "Term") unless either party notifies the other party in writing at least sixty (60) days prior to the expiration of the then current term of its intent not to renew. 6.2 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. Termination - Page 3 of 10 Agreement - RE2Y081230CG is effective after 30 days' notice to the defaulting party, if the .defaulting party does not correct the default within said (30) days. 6.3 Termination by Customer. DMP shall -have the right to change the price of,`-make a material modification to any of the content of, or discontinue any of the content of -the Subscription Application at any time with ninety (90) -days prior written notice to Customer. Upon receipt of such notice from DMP, Customer may terminate this Agreement as of the effective date of the change by providing written notice to DMP at least thirty (30) days prior to the effective -date of the change: If Customer elects to terminate this Agreement pursuant to this Section 6:3; then the Customer shall be entitled to a prorated refund of their Subscription. License and Data Services Fees. 6.4 Obligations on Expiration or Termination. 'The license to access and use the Subscription . Application, including the rights listed in Exhibit A, are immediately revoked upon expiration. or termination of this Agreement: With respect to customer data suppliedto DMP-.that is not the subject of a separate agreement; DMP will return that data if provided for herein under separate provision: 7. ADDITIONAL PROVISIONS 7.1 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 null and void, and enables termination. This Agreement is binding upon any authorized successor or assign.. 7.2 No Relationship.. DMP is an independent contractor, -not an employee of Customer. All DMPpersonnel are employees or subcontractors ofDMP, not employees of Customer. 7.3 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 materiahy changed. 7.4 Preparation of Agreement. No provision in this Agreement shall be interpreted for ar against a party because that party drafted that provision. The header descriptions and boxes contained herein are descriptive only -and not a part of the contract. 7.5 Entire Understanding. Each of the parties hereto acknowledges that no other party, nor any agent or attorney of. any other party, has made any promise, .representations or warranty whatsoever, express or implied, not contained herein concerning the subject matter hereof, to induce them to execute-this Agreement in reliance upon any such promise, representation or warranty not .contained herein: All prior discussions, negotiations; promises, and agreements are superseded by this Agreement. .This Agreement shall not be modified, amended, or .supplemented and no provision of the Agreement shall be waived, except by an agreement in writing signed by all parties. 7.6 Consent to Violation Not Waiver. A waiver by any party of a default or violation is not a waiver of any provision of this Agreement; or of any subsequent- default or violation, Page 4 of 10 I Agreement - RE2Y081230CG 7.7 Governing Law & Arbitration. This Agreement shall be construed in accordance with, and all disputes arising thereunder or related thereto shall be governed by, the laws of the State of California, without regard to its conflict. of laws principles. The parties agree that all disputes arising out of or related to this Agreement (including but not limited to arising out of or relating to the Customer's subscription, and/or arising out of or relating to-the Customer's use of the Web .site, Subscription Application, Visual Output(s), and Print Output(s)) will be subject. solely to binding arbitration. .The arbitrator selection and conduct of the arbitration will be pursuant to the rules .and procedures of the American Arbitration Association or the Judicial Arbitration. And Mediations Services, Inc. The exclusive place. of the arbitration shall be in Orange County, California and judgment on the award may be entered in any court having jurisdictionthereo£ By the signatures below, the parties agree to the terms contained herein. This Agreement may be executed in counterparts with the same force and effect as if executed in one complete document. This Agreement is effective as of the Effective Date. Signed on this dater Signed on this date: By: By: James Skurzynski Name: President Title: DIGITAL MAP PRODUCTS, INC. CITY OF VERNON Page 5 of 10 Agreement - RE2Y081230CG EXHIBIT A -LICENSING Agreement - RE2Y081230CG 2.1 DMP Copyright Notice. The following copyright notice. applies., to all non-Contributor content provided by the DMP CityGIS service, including the compilation(s) of Contributor content: © Copyright 2000-2009 Digital Map Products, Inc. All rights reserved. The non-Contributor content, provided by the DMP 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. Additionally, copyright and trademark notices are set out on the Web site. 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 Subscription Application, Visual Output and Print Output, and then and then only in a manner that does not disparage, discredit, or harm DMP. 2.4 Ownership.. Customer understands that the Web site, System Application, Visual Output(s), and Print Output(s) in any form are .the intellectual- property of DMP- and/or the Contributor(s). 2.5 Preservation of Notices. Customer agrees to include, and will not remove or obscure, any copyright, trademark; patent, or other notices appearing on the Web site, .System Application, Visual Output(s), or Print Output(s). 2.6 Trade Secrets and Confidential Information. Customer also understands that the Web site, Subscription Application, 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). Customer will not modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the DMP CityGIS web site, Subscription Application, Visual Output(s), or Print Output(s). To the extent allowed by law, Customer will treat the DMP CityGIS web site, Subscription Application, 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. 2.7 U.S. Database Protection Legislation. If the .United States adopts database protection legislation, its provisions will be applicable to the terms of this Agreement. 2.8 Grant of license. DMP grants to Customer, subject to the terms of this Agreement, a non- exclusive, non-transferable, and non-assignable license to access and use the Subscription Application for a Purpose by an Authorized User. 2.9 Scope of license. Customer agrees and understands that the license granted is solely to access and use the Subscription Application as set out in Section 1.3. Page 6 of 10 Agreement - RE2Y081230CG 2.10 Rights Reserved by DMP. DMP reserves all other rights to itself. 2.11 New Use. Customer agrees-that any ;other use of any content contained on the Web site is .strictly prohibited. Any improvements or future methods or means of accessing or using the Subscription Application are expressly reserved to DMP. Customer further agrees that only individuals authorized by the subscribing organization may access and use the Web site. 2.12. Infringement & Propriety Of Use. Except as specifically provided herein, Customer agrees not to use the Subscription Application, Visual Output(s), or Print Output(s) in any fashion that. infringes the copyrights or proprietary interests set forth in this Agreement.. Customer further agrees not to use the information contained in the .Subscription Application;. Visual Output(s); or Print Output(s) in any fashion or manner that is precluded by or violates any federal or state law or federal or state regulation. Customer acknowledges that the Software Application may be subject to U.S. export jurisdiction. Customer agrees to comply with all applicable international and national laws that apply to the Software Application, as-well as end-user, end-use, and. destination restrictions issued by U.S.; state or other governments. Customer may not use the Subscription Application in any manner-that could .damage, disable, overburden, or impair such services or interfere with any other party's use and enjoyment of the Subscription Application. Customer may not attempt to gain unauthorized access to any service, account, .computer systems or networks associated with the Subscription Application. 2.13 Consent to Use. of Data. Customer agrees that .DMP may collect and use technical information gathered as part of the product support services provided to you under this Agreement. DMP- may use this information solely to improve their products or to provide customized services or technologies to you. 2.14 Ownership. Customer agrees that any works commissioned or undertaken by DMP pursuant to this Agreement shall be and remain the property of DMP. 2.15 .Injunctive Relief. Customer acknowledges that its use of the Subscription Application. for a use not specifically provided for in this agreement, specifically this Section. 2, DMP and its Contributors will not have an adequate' remedy in money or damages. As such, should Customer misuse the Subscription Application, DMP and its Contributors shall have the right to seek injunctive relief against Customer to cease the misuse of the Subscription Application. Page 7 of 10 Agreement - RE2Y081230CG EXHIBIT B SUBSCRIPTION LICENSE FEES Agreement RE2Y081230CG Subscription License Fees: .CityGIS $17,500 Per Year Data Services Fees: CityGIS Tax Ma s Included Per Year Property Information (Tax N/A Paid under separate Data Agreement Rolls) RE081230D TBM Street Centerlines N/A Paid. under. separate Data Agreement RE081230D Client Services Fees: Startu Services Bundle. Included Per Year Term: 2 Years Payment Schedule: $17,500 Due on Effective-Date of each year Payment Terms Net 30 NOTES: A. All applicable Subscription License Fees, Data Services Fees and Client Services Fees shall be invoiced annually,. as noted above. All Professional Services fees shall be invoiced ,monthly in the month following the period the service was rendered. B. .All invoices are due upon receipt and are payable in accordance with the payment schedule noted above. Any invoice not paid within thirty (30) days of its scheduled payment date shall be considered past due. C. Initial Term expires December 31, 2010. ~ Page 8 of 10 Agreement - RE2Y081230CG , EXHIBIT C Agreement RE2Y081230CG 1)MP DELIVERY RESPONSIBILITIES Note: Any references to DMP delivery responsibilities contained elsewhere in this Agreement are for informational purposes only. This Exhibit C controls. A lication Subscriptions DMP # Product Name Sub- Quantity Deliveries Delivery Definition Notes CityGIS Unlimited Application Subscription .users Application Data Services D1VIl' Product Name Sub- Quantity Deliveries Delivery # Definition Notes State of California: 1 City limit Los Angeles County with a SOO ft. -includes Aerials, Street buffer Centerlines, Parcel Landbase and Property Tax Records. Premium Layer: XML Tax Maps Client Services D1VIP # Product Name Sub- Quantity Deliveries Delivery Definition Notes CityGIS Startup T See Note A. Services Bundle Professional Services l)1VIP # Product Name Sub- Quantity Deliveries Delivery Definition Notes None Notes: A. CityGIS Startup Services Bundle includes Standard Set-up and configuration. In addition, it includes initial training services conducted via our standard, weekly Webex sessions. These weekly Webex sessions shall be unlimited, and at no cost. On-site training sessions are available upon request, for an additional fee. Page 9 of 10 ' ~ - - i ~ ' Agreement - RE2Y081230CG EXHIBIT D Agreement - RE2Y081230CG PROFESSIONAL SERVICES 2008 FEE SCHEDULE Project/Principal Manager $175/Hour Product Specialist $150/Hour Senior Software Engineer/Architect $250/Hour Software Engineer $150/Hour Instructor $150/Hour GIS Technician $85/Hour Add Data Layer $600/Each Theme Active. Layer $1,SOOBach Training Credits $100/Each Travel At cost plus 15% Travel Time Half Rate Page 10 of 10 SUBLICENSE AGREEMENT Agreement No.RE081230D 2008 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 the 30'h of December, 2008 (the Effective Date) by and between Digital Map Products,. Inc. ("DMP") and THE CITY OF VERNON, 4305 S. Santa Fe Ave.,. Vernon, CA 90058 ,.(Licensee). Unless otherwise defined herein, all capitalized terms in this document have the respective meanings assigned to them in Section 1. RECITALS A. DMP is an authorized Sublicensor of certain'Contributed Databases which are owned by third parties. B. Licensee desires. to .acquire from DMP `and DMP .desires to grant to Licensee anon-exclusive -right and sublicense to use the Licensed Products containing all or portions of the contributed databases solely for the Purpose hereinafter defined. NOW, THEREFORE, in consideration of the mutual promises, covenants,. and agreements set forth herein, the parties of this Agreement hereby agree as follows: 1. DEFINITIONS 1.1 Contributed Database/Contributor Database- -shall mean those certain Databases licensed by those certain Contributors to DMP with the right to grant sublicenses as set forth herein. The Licensed Products and Contributors relevant to this Agreement are identified in Exhibit A attached hereto and incorporated by reference herein. 1.2 Contributor shall mean a third party licensor of Contributed Databases to DMP. 1:3 Database shall mean -a compilation 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. 1.4 Derivative Databases , or Products shall mean all works created by Licensee which incorpora#e all or part of the Contributed Database, including, but not limited to, a revision, modification, translation; abridgment, condensation, expansion; collection, compilation or any other form of, or modification to the Contributed Database. Sublicense Agreement No. RE081230D 1.5 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 databases by Licensee. 1.6 Licensed Products shall mean those: portions of the Contributed Databases set forth. in Exhibit A of this Agreement. 1.7 Owners shalt mean the owners of certain Contributed 'Databases referred to in Exhibit A. 1.8 Peripheral Databases or Products shall mean any work created by Licensee that does not incorporate, or use as a base, any portion of the .Contributed Database or Derivative Product. 1.9 "Purpose" shall mean the non-commercial use of Licensed Products for Licensee's normal business activities by -its employees, agents and contractors, subject to the terms and conditions herein, or as hereinafter modified in accordance with Section 2. Specifically excluded from the Purpose, but not limited to, is the public display or depiction of the Thomas Bros. Maps Digital Database, Digital Imagery, Property Records tabular Data,. or Raster Tax Maps on the Internet or other public electronic transmission. 1.10 Visual Output shall mean all printouts, plots, displays, photographic film, printed matter and- other visual representation of data. 2. EXPANDED DEFINITION OF PURPOSE If in the future, during the term of this Agreement, or any subsequent .extensions, Licensee requires an expanded definition of the Purpose 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 or Owners: 3. GRANT OF RIGHTS DMP hereby grants,-and Licensee hereby accepts, subject to the terms and conditions of this Agreement, anon-exclusive, non-transferable, and non-assignable right and sublicense to use. the Licensed Products solely for the Purpose, from the Effective Date hereof until this. Agreement is terminated or expires in accordance with its terms. Licensee may produce Visuai Output from the. Licensed Products and/or from Derivative Products for its normal- business use. Licensee may also externally distribute Visual Output, including distribution to Licensee's contractors, consultants and agents that Licensee .engages for the Purpose: as long as the Visual Output does not compete with or replace, current products and/or services of DMP or any of its affiliates or Owners. Licensee shall not be precluded from: charging .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. Without limiting the foregoing, Licensee Page 2 Sublicense Agreement No. RE081230D understands and agrees that it shall in no event. use any aspect of the Licensed Products to produce. maps of any kind, or map-related or other information using the Thomas. Bros. Maps Page and GridT"", for any use or purpose other than the Purpose. Licensee may create Derivative Products to the extent that such Derivative Products contribute to the Purpose. Licensee shall be entitled to possess and use such Derivative Products; royalty-free, in perpetuity, under the terms of this Agreement, solely for the Purpose provided that use of such does not include any manner of attempt to reverse-engineer any aspect of Licensed Products. Licensee may provide copies of Derivative Products to DMP, but Licensee. is not obligated to provide such copies at any time. Licensee shall have no right to assign, transfer, or sublicense' any aspect of the Licensed Products or Derivative Products except as an'd to the extenf and on the- terms agreed, in writing, in aduance, by DMP in its sole and absolute discretion. As a condition for-such authorization by DMP, if granted, each such other party must abide by the restrictions on Licensee's use in this Agreement and execute an agreement satisfactory to DMP. Licensee's .third- party contractors; agents .and consultants may use -the Licensed Products- and Derivatives in digital format for Licensee's Purpose provided however-that said third parties do not sell, license, or otherwise' distribute Licensed Products, Derivative Products or any portion thereof and that such other parties must execute and abide by the teams of a consultant use agreement to be provided by DMP and approved by Licensee. :Licensee shall not- be precluded from charging fees for the distribution of Licensed Products and Derivative Products to third party contractors, agents and consultants provided that such. fees are fior the sole purpose of recouping costs consistent with Licensee's normal business practices. Licensee may distribute Derivative Products in digital format without restrictions to other third-parties who have signed agreements with DMP for Licensed Products from which- - such Derivative Products were created. 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. 4. DELIVERY 4.1 Delivery Formats. DMP shall make one delivery of the Licensed Products to Licensee in a standard format compatible vvith Licensee's choice of either Intergraph, ESRI or AutoDesk 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 supported by DMP,-DMP shall deliver such Licensed Products in the requested format within 30 days of written request therefor 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 Page 3 Sublicense Agreement No. RE084230D 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 thirty (30) days of DMP's receipt of this signed Sublicense Agreement. 4.2 Delivery Responsibilities. DMP shall be responsible for the delivery of all Licensed. Products, Licensee shall be responsible for. installation of .Licensed Products and maintenance updates, or new Licensed Products. For invoicing purposes installations shall be considered to be complete fourteen (14) days :from-date of delivery. 5. SUPPORT 5.1 Regular Support. For the. term of .this Agreement DMP. will provide telephone support for Licensed:. Products at the prevailing DMP technical consulting rates. Such support will be provided by technical staff as resources are_ available. 5:2 On-Call. Support. Licensee.. may elect for On-ca)I customer support and be provided with priority telephone access and an E-Mail address to communicate support issues to DMP for an annual fee. Normal. hours of operation for On-Call Support are 8:00 a.m. to 5:30 p.m. A technical consultant. will. respond to all telephone requests submitted within four business. hours and to all. emergency requests within two business hours. A technical consultant- will provide up to 16 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 fhe 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-Database updates. to the Licensed Products according to the schedules..- identified in Exhibit C, Product llpdate Schedule, 6.2 Responsibility for Maintenance Updates. DMP. assumes responsibility for providing updates outlined in Exhibit A, to Licensee based upon the update schedule. specified. in Exhibit C. As part of its responsibility, DMP shall ensure that the updates provided are delivered within a reasonable level of accuracy and completeness. Page 4 Sublicense Agreement No. RE081230D 6.3 Modifications to .the .Licensed Product. Licensee shall be entitled to modifications to the- Licensed Products as part of the normal update process. 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 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. 'DMP 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") that the parties .may enter into in writing; in order 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 Licensee 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 #~he 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 and Other Products/Services as set forth in Exhibit A .and Exhibit. B; plus all applicable taxes. All applicable fees -shall be invoiced annually: at the beginning- of each contract year. Licensee shall be. invoiced in-full upon delivery ..and Licensee will pay the invoiced amount to DMP in-full within sixty (60) days from date of invoice. , 7.2 Other Products/Services. Other Products/Services included with-Licensed Products and ..corresponding fees have been itemized in Exhibit B, Other Products/Services. 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 #o, all rights under federal copyright law: Page 5 Sublicense Agreement No. RE081230D 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 Product or on the Visual Output, including, but not limited to, any such notices displayed to the_user during the operation of the Licensed Products 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 or any portion thereof distributed to Licensee's consultants, agents and contractors. Map printouts and plots shall bear the-following. notice.: Copyright 2008, 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; County`of Orange/The Gas Company/Thomas Bros. Maps Licensee shall use the same reasonable effort to include-.the. above notice on all .Visual Output and shall at ali 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 in any form provided by DMP and any copies thereof, including, without limitation, all portions of the Derivative Products that are copied from or based on the Licensed Products, are the sole property of 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 Derivative Products onto the Database or Documentation or any copies of any of the foregoing except as expressly .provided in this Agreement, and'. further shall secure. and protect the. Database consistent 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 Product and relevant Contributed Databases and all other rights thereto not specifically granted to the Licensee in this Agreement are reserved by DMP.. 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 Jimitation, 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 onto 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. PeripheraF 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 Page 6 Sublicense Agreement No. RE081230D license or -right upon DMP or Owners with respect to any Licensee logo, seal, product name, or the corporate name of licensee. 9. 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 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, stablicensing, or disclosure of the Licensed Products, Documentation, Derivative Products or copies thereof will (i) stbstantially diminish .the value to Owners of-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 #ransfer 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 (i) 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 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 Page 7 Sublicense Agreement No. RE081230D 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.. 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) 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 (presentation of just cause and) 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. - 1-0.1 :Limited. Warranty. DMP: represents and warrants to Licensee that-the Licensed Product 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. 1.0.1, DMP's entire liability and. Licensee's exclusive remedy under this Agreement shall be, at DMP's .option, which option shall be exercised, within thirty (30) .business days: from the date of Licensee's notice of .breach, .either (i) return the Licensed Product(s) in exchange for the full refund of all of the fees paid- for -such Licensed Product, or (ii) repair or replace the .Licensed Product upon its return to DMP provided, however, hat DMP receives written .notice from Licensee of a breach of warranty. -Any replacement Licensed Product will be warranted for the remainder of this Agreement. 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. Database 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 Pr®ducts and Documentation: (i) procure for Licensee the right to c®ntinue 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, -for 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.. .Page 8 Sublicense Agreement No. RE081230D (b) Notwithstanding anything to the contrary .contained herein, DMP and Owners shall have no warranty, liability or obligation with respect to Peripheral Products or to any modifications of -the Database 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 demand is asserted by a third party that, as a result of modifications by the Licensee, the Licensed Products as so modified infiringes 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 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. to the extent 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. THERE ARE NO OTHER WARRANTIES RESPECTING THE LICENSED PRODUCT, DOCUMENTATION, OR SERVICESPROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT, EVEN IF DMP -HAS BEEN INFORMED OF SUCH. PURPOSE. NO AGENT OF .DMP IS AUTHORIZED TO ALTER OR EXCEED -THE WARRANTY. OBLIGATIONS OF DMP AS SET FORTH HEREIN. 10.4 Limitation of Liability (a) Except as otherwise expressly set forth in this Agreement; neither DMP, 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, buf not limited to; ..loss of use of or under-utilization of labor or facilities, loss ofrevenue 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 corporationwhatsoever arising-out of or in connection-with any license, use, or other employment of the Database 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 Licensed Product License Fee paid to DMP by Licensee for the Licensed Product, the .license, use, or other employment of which. gives rise to the liability. Page 9 Sublicense Agreement No. RE081230D 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. 12. DEFAULT AND TERMINATION. 12;1 Events. of Default. This. Agreement may be .terminated by the non- defaulting party if any of the follovving 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) or of Section 9 (Confidentiality and Injunctive Relief) or makes an assignment in violation of Section 16 (Non-assignability); (c) any. transfer, sale, merger, or acquisition of afore than fifty percent (50%) of -the issued and outstanding shares or assets of either party; (d) a party ceases doing .business, becomes insolvent or admits in writing its inability to pay its debts as they'mafure, 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; (f)-such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition or application 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 vvithin 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 f®rm 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 vvill constitute unauthorized use of the Licensed Products,. entitling DMP to equitable relief as specified. herein. Page 10, Sublicense Agreement No. RE081230D 13. INDEPENDENT CONTRACTOR STATUS DMP agrees that DMP is ari independent contractor and not an employee of the Licensee and all of DMP's personnel shall be employees or subcontractors of DMP and not employees of the Licensee. DMP shall pay all salaries and wages, employer's social security taxes, unemployment- insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 14. INSURANCE REQUIREMENTS DMP shall obtain, at its sole -cost and file with licensee prior to exercising any right or performing any. obligation pursuant to this.- Agreement, and maintain for the period in which annually licensed products are in effect, a policy or policies.: of liability,insurance or a certificate of such insurance, satisfactory to Licensee, naming Licensee, its officers and- employees as additional insured, which insurance coverage shall not be less than that. provided in the form of a comprehensive liability insurance policy against injuries to persons or property resulting -from ,or arising out of negligent operations of ..DMP, its officers or employees. Said policy or policies of insurance. shall provide coverage for. both general- liability and automobile liability in not. less than the following minimum amounts: One Million Dollars .($1,000,000.00) combined.. dingle limit for automobile liability, including bodily injury and property damage; One Million Dollars ($1,000.,000) general aggregate for general liability. Said policy or policies .shall also contain a provision that no termination, cancellation orchange of coverage of insured or additional insured shall. be effective until after thirty (30) days notice thereof has been given in writing to Licensee. DMP shall give to Licensee prompt. and timely notice of claims made or suit instituted arising out of .Digital Map Product's operations hereunder. DMP shall procure and maintain, at its own cost and expense, any additional kinds and amounts of insurance, :which in its own judgment, may be necessary for its own for its proper protection. in the performance of the work. 15. 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. being sent by overnight courier, charge. prepaid; and addressed as first: set forth above or to such other add~es~ as the party to receive the notice or request so designates by written notice to the other, addressed as follows: Page 11 Sublicense Agreement No. RE081230D If to DMP: If to Licensee: Digital Map Products, Inc. City of Vernon 18831 Von Karman Ave., Suite 200 4305 S. Santa Fe Ave. Irvine, CA 92612 Vernon, CA 90058- Attn: Contracts Attn: Carlos R. Fandino, Jr. Phone: (714) 727-1234 Phone: (323) 583-8811 16. NON-ASSIGNABILITY 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.. 17. GOVERNING-LAIN- 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. 18. SEVERABILITY If any provision of this Agreement shall beheld by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. 19. MISCELLANEOUS. 19.1 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. 19.2 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. 19.3, 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. Page 12 Sublicense Agreement No. RE081230D 19.4 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 defau t or breach of the same or a differenf kind. 19.5 Third Party Beneficiar rL. Licensee acknowledges that the provisions of this Agreement are intended to inure to the benefif of-the Owners. If Licensee breached any of these provisions, the Owners will be entitled to enforce this Agreement directly against the Licensee, whether in DMP's or the Owners' name. Licensee further acknowledges that DMP executes this Agreement as principal on its own- behalf and, exclusively to accept or otherwise perfect the Owners' rights against Licensee, as agent on behalf of the Owners. 1N WITNESS WHEREOF, the parties have caused their dtaly authorized representatives to execute and deliver this Agreement as of the date first set forth above. CITY OF VERNON DIGITAL MAP PRODUCTS INC. Name: James Skurzynski Title: President Page 13 Sublicense Agreement No. RE081230D Exhibit A Schedule of Licensed Products Licensed Product Contributed Database Start Date Expiration Descri tion Owner Date Thomas Bros, Maps Data Thomas Bros. Maps 12/30/08 12/30/10 Property Records DataQuiak or equivalent 12/30/08 12/30/10 Geographic Boundaries of Licensed Products All licensed products are geographically bound by the City boundaries plus a 500 foot buffer. ' Perpetual License Fee Schedule for all Perpetual Licensed Products Product Descri tion Fee Annual License Fee Schedule for all Annual Licensed Products/Services (2 year term Product Descri tion Annual Fee Thomas Bros. Maps Data $ 1,500 Property Records $ 2,000 * All fees are exclusive of local sales tax which will be itemized at time of invoice Sublicense Agreement No. RE081230D Exhibit B Licensed Product ®ptions Other Products/Services Products/Service Descri tion Fee On-Site Data Setup/Processing and Delivery Fees $0 * All fees are exclusive of local sales tax which will be itemized afitime of invoice Sublicense Agreement No. RE081230D Exhibit C Pr®duct Update Schedule Licensed Product/Service Update Schedule Descri Lion Thomas Bros. Maps Data Yearly Property Records Monthly Sublicense Agreement No. RE081230D Exhibit D Effective Date and Amendment Dates Effective date of this Agreement is December 30, 2008. The following amendments have been made to this Agreement Amendment Descri tion Date Sublicense Agreement No. RE081230D Exhibit E FINANCIAL SUMMARY Perpetual Licensed Products Product Descri tion Fee Ori final A reement Thomas Bros. Maps Data $1,500 Property Records $ 2,000 On-Site Data Setup/Processing and Delivery Fees $ 0 TOTAL ~ $ 3,500 NOTE: Any discrepancies in fees between this Exhibit E and Exhibits A or B, Exhibits A and B control. This Exhibit E is for summary purposes only. I~ ~~r~. ~ ~ ~ ' ~ ° , ~ I y ~ ~21 ~1,' .A r J~! n ~ i. Kti~~ ~ INII 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Apri127, 2009 Mr. James SkurzynSki, President Digital Map Products, Inc. 18831 Von Karman Avenue, Suite 200 Irvine, California 92612 Re: CityGIS Subscription Agreement & Sublicense Agreement Dear Mr. Skurzynski: The insurance requirements have been met. Transmitted herewith. is a fully executed original of both agreements as referenced above, approved by City Council on Apri16, 2009, through Resolution No. 9910. If you have any questions regarding this matter, please call Mr. Donal O'Callaghan at 323/583- 8811 ext. 834. Very truly yours, Nelly Giron City Clerk NG:km c: Donal O'Callaghan Purchasing Department Resolution No. 9910 Agreement File No. 09-058 E.~cCzcsiveCy IndustriaC Agreement - RE2Y081230CG CityGIS Service Subscription and Sublicense Agreement Agreement - RE2Y081230CG - .This is a subscription and sublicense agreement ("Agreement"), dated as of the 30th day of December, 2008, ("Effective date") is made and entered into by and between Digital Map Products, Inc., 1936 E. Deere Ave., Suite 220, Santa Ana, CA 92705 ("DMP") and THE CITY OF VERNON, 4305 S. Santa Fe Ave., Vernon, CA 90058 ("Customer"). DMP operates the DMP CityGIS service and, pursuant to the terms of this Agreement, Customer will become a subscriber to .the DMP CityGIS service. Customer understands that DMP licenses copyrighted content owned by DMP or purchased by DMP from various third parties.. Customer 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 Customer.. 1. DEFINITIONS 1.1 "Contributor" is a-third party that-owns and/or licenses content and/or database(s) to DMP. 1.2 "Contributor Content/Database(s)" is Contributor-owned content and/or licensed content and/or databases(s) that have been licensed to DMP. 1.3 "Subscription Application" is and means a limited compilation of content that is derived from DMP content and or databases, including computer software and data, material and information contained in the DMP. CityGIS. website, and/or the Contributor Content/Database(s). The Subscription Application is viewable solely through authorized access and use of the DMP CityGIS web site.. The content of the Subscription Application is further limited by Exhibit A. The Subscription Application includes; •"Visual Output" which is an electronically displayed adaptation of the Subscription . Application obtained through authorized. access and use of the DMP CityGIS web site. •"Print Output"-which is an electronically printed adaptation of the Visual Output obtained through authorized access and use of the DMP CityGIS web site. 1.4 "Authorized User" is an employee or agent of Customer that has been authorized by DMP to access and use. the Subscription Application. 1.5 "Purpose" is the non-commercial access and use of the Subscription Application for Customer's normal internal municipal activities by an Authorized User, subject to the terms of this Agreement. 2. COPYRIGHTS & LICENSING The copyright and licensing rights. and obligations are attached hereto as Exhibit A and incorporated herein by this reference. Page 1 of 10 Agreement - RE2Y081230CG 3. SUBSCRIl'TION AND LICENSE FEES 3.1 Subscription and License Fees. In consideration of a subscription to the DMP CityGIS service and the license granted in Exhibit A; Customer agrees to pay subscription license fees, as listed in the attached Exhibit B and incorporated herein by this reference,.plus all applicable taxes. All applicable fees and taxes will be .invoiced as per the invoice schedule as listed in the attached Exhibit B. 3.2 .Failure to Pay. If Customer does not pay the invoiced .amount. to DMP within thirty (30) days of its due date, DMP reserves the right to suspend access and use of the DMP CityGIS service by Customer, until the Customer brings its account current. Alternatively, DMP (as a nondefaulting party) may terminate this Agreement as otherwise provided in this Agreement. All payments will be applied against the oldest outstanding invoices, charges or fees first, regardless of what may be noted on Customers actual payment. A charge of no more than one and one-half percent (1.5%) per month may be assessed on any outstanding and past due invoices until paid in full. Customer is responsible for and will be charged for any cost of collections including, but not limited to, .agent fees, attorney's fees, -court costs, and other associated expenses. If Customer's access and use is terminated or suspended -due to non- payment or non-compliance, Customer shall nonetheless still be responsible for any fees as set forth in this Agreement. 3.3 Fees by Customer.. Customer 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 Customer's normal business activities. 4. DMP'S PROVISION OF SERVICES: SUPPORT, UPDATES & ERRORS 4.1 Access to the Subscription Application. DMP will deliver the application and make the Subscription Application accessible to Customer through the Web site within a commercially reasonable time after the execution of this Agreement. DMP's Delivery Responsibilities are attached hereto as Exhibit C and incorporated herein by this reference. 4.2 Installation Responsibilities. Customer agrees to be responsible for obtaining a compatible web browser, such as MicrosoftTM Internet ExplorerTM to access and use the Web site and the Subscription Application. Customer agrees that no other means will be employed to access or use the Web site or the Subscription Application. 4.3 Technical Support. DMP will provide telephone and email technical support from the hours of 8:00 AM PST to 5:00 PM PST M-F. 4.4 Errors or Omissions in the Contributor Content. Customer may identify errors or omissions in the Contributor Content 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 Customer as to Contributor's course of action. Page 2 of 10 Agreement - RE2Y081230CG 5. WARRANTY & LIMITATION OF LIABILITY 5.1 No Warranties. DMP and its Contributors make no express or implied warranties, including but not limited to any warranty of design, merchantability, and fitness for a particular purpose, or against infringement and no DMP agents are. authorized to alter this provision in writing or otherwise. DMP and its Contributors make no representation or warranties that the Subscription Application is accurate and free. of errors and/or omissions. As such the parties specifically do not consider the Subscription Application to be suitable so as to be reliable for use in emergencies. DMP provides and the Customer accepts the Subscription Application on an "as is", "as available" -basis and DMP and each Contributor expressly disclaim all. warranties, including the warranties of merchantability, design, and fitness for a particular purpose. 5.2 Limitation of Liability. DMP and its Contributors shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Web site, Subscription Application, Visual Output(s), and Print Output(s) or any materials available or not included therein, (b) the wzavailability or interruption of access to the Web site, Subscription Application, Visual Output(s), and Print Output(s) or any features thereof or any materials, (c) Customer's use of -the Web site, Subscription Application, Visual Output(s), and Print Output(s) (regardless of whether Customer received any assistance from DMP in using the- service), (d) Customer's use of any equipment in connection with accessing the Web site, (e) the content of the Web. site, Subscription .Application, Visual Output(s), and/or Print Output(s),, (f) any delay or failure in performance beyond the reasonable control of DMP, any irregularities with the Exhibit A copyright and licensing. Furthermore, DMP and its Contributors are not liable to the Customer for any damages resulting from a violation of this Agreement or the provision of services articulated herein except as provided as follows: The aggregate and maximum liability ofDMP and its Contributors, combined in connection with any claim arising out of or relating to .this Agreement (including but not limited to the. Section 5 warranty),. arising out of or relating to the Customer's subscription, and/or arising out of or relating. to the Customer's use of the . web site, Subscription Application, Visual Output(s), and Print Output(s) shall be limited to a refund of 12 months of fees and taxes paid by Customer to DMP pursuant to Section 3.1 and Exhibit B. DMP and its Contributors shall not be liable for any special, indirect; incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys' fees) in any way due to, resulting from, or arising in connection with Customer's use of the Web site, Subscription Application, Visual Output(s), and Print Output(s), or the failure of DMP,to perform its obligations, regardless of any negligence alleged. 6. DURATION OF AGREEMENT & TERMINATION 6.1 Term of Agreement. This Agreement will commence on the Effective Date and continue for the period of year(s) as defined in Exhibit B as the Initial Term, unless terminated earlier as provided in this Agreement. Thereafter, this Agreement shall automatically .renew- for additional .one (1) year periods (each a "Renewal Term" ,collectively the "Term") unless either party notifies the other party in writing at least sixty (60) days .prior to the expiration of the then current term of its intent not to renew. 6.2 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. Termination Page 3 of 10 Agreement - RE2Y081230CG is effective after 30 days' notice to the defaulting party, if the defaulting party does not. correct the default within said (30) days. 6.3 Termination, by Customer. DMP- shall have the right to change the price of, make a material modification to any of the content of, or discontinue any of the content of the Subscription Application at any time with ninety (90) days prior written notice to Customer. Upon receipt of such notice from DMP, Customer may terminate this Agreement as of the effective date of the change by providing written notice to DMP at least thirty (30) days prior to the effective date of the change. If Customer elects to terminate this Agreement pursuant to -this Section 6.3, then the Customer shall be entitled to a prorated refund of their Subscription License and Data Services Fees. 6.4 Obligations on Expiration or Termination. The license to access and use the Subscription Application, including the rights listed in Exhibit A, are immediately revoked upon expiration or termination of this Agreement. With respect to customer data supplied to DMP that is not - the subject of a separate agreement, DMP will return that data if provided for herein under separate provision. 7. ADDITIONAL PROVISIONS 7.1 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 null and void, and enables termination. This Agreement is binding upon any authorized successor or assign. 7.2 No Relationship. DMP is an independent contractor, not an employee of Customer. All DMP personnel are employees or subcontractors of DMP, not employees of Customer. 7.3 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. 7.4 Preparation of Agreement. No provision in this Agreement shall be interpreted for or against a party because that party drafted that provision. The header descriptions and boxes contained herein are descriptive only and not a part of the contract: 7.5 Entire Understanding. -Each of the parties hereto acknowledges that no other party, nor any agent or attorney of airy other party; has. made any promise, representations or warranty whatsoever, express or implied, not contained herein concerning the subject matter hereof, to induce them to execute this Agreement in reliance upon any such promise, representation or warranty not contained herein. All prior discussions, negotiations, promises; and agreements are superseded by this Agreement. This Agreement shall not be modified, amended, or supplemented and no provision of the Agreement shall be waived, except by an agreement in writing signed by all parties. 7.6 Consent to Violation Not Waiver. A waiver by any party of a default or violation is not a waiver of any provision of this Agreement, or of any subsequent default or violation. Page 4 of 10 Agreement - RE2Y081230CG 7.7 Governing Law & Arbitration. This Agreement shall be construed in accordance with, and all disputes arising thereunder or related thereto shall be governed by, the laws of the State of California, without regard to its conflict of laws principles. The parties agree that all disputes arising out of or related to this Agreement (including but not limited to arising out of or relating to the Customer's subscription, and/or arising out of or relating to the Customer's use of the .Web site, Subscription Application, Visual Output(s), and Print Output(s)) will be subject solely to binding arbitration. The arbitrator selection and conduct of the arbitration will be pursuant to the rules and procedures of-the American Arbitration Association or the Judicial Arbitration And Mediations Services, Inc. The exclusive place of the arbitration shall be in Orange County, Califonua-and judgment on the award may be entered in any court having jurisdiction thereof.. By the signatures below, the. parties agree to the terms contained herein. This Agreement maybe executed in counterparts with the same force and effect as if executed in one complete document. This Agreement is effective as of the Effective Date. Signed on this date: ~ Signed on this date: Hi 1 ari o Gon~al es James ski Name: ~ee~.}s-S~-I~a~bu~g President Title: Mayor DIGITAL MAP PRODUCTS, INC. CITY OF VERNON ATTES By: anuela Giron, ity lerk APPROVED AS 0 FORM: Jef Ha 'son, City Attorney Page5of10. EXHIBIT A Agreement - RE2Y081230CG EXHIBIT A -LICENSING Agreement - RE2Y081230CG 2.1 DMP Copyright Notice. The following copyright notice applies to all non-Contributor content provided by the DMP CityGIS service, including the compilation(s) of Contributor content: © Copyright 2000-2009 Digital Map Products, Inc. All rights reserved. The non-Contributor content provided by the DMP 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. Additionally, copyright and trademark notices are set out on the Web site. 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 Subscription Application, Visual Output and Print Output, and then and then only in a manner that does not disparage, discredit, or harm DMP. 2.4 Ownership. Customer understands that the Web site, System Application, Visual Output(s), and Print Output(s) in any form are the intellectual property of DMP .and/or the Contributor(s). 2.5 Preservation of Notices. Customer agrees to include, and will not remove or obscure, any - copyright, trademark, patent, or other notices appearing on the Web site, System Application, Visual Output(s), or Print Output(s). 2.6 Trade Secrets and Confidential Information. Customer also understands that the Web site, Subscription Application, 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). Customer will not modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the DMP CityGIS web site, Subscription Application, Visual Output(s), or Print .Output(s). To the extent allowed by law, Customer will treat the DMP CityGIS web site, Subscription Application, Visual Output(s), or Pririt Output(s) with at least the same degree of care (and no less than areasonable- degee of care) as that which it treats. its own trade secrets and confidential information. 2.7 U.S. Database Protection Legislation. If the United States adopts database protection legislation, its provisions will be applicable to the terms ofthis Agreement. 2.8 Grant of license.. DMP grants to Customer, subject to the terms of this Agreement, a non- exclusive, non-transferable, and non-assignable license to access and use the Subscription Application for aPurpose by an Authorized User. 2.9 Scope of license. Customer agrees and understands that the license .granted is solely to access and use the Subscription Application as set out in Section 1.3. Page6of10 Agreement - RE2Y081230CG 2.10 Rights Reserved by DMP. DMP reserves all other rights to itself. 2.11 New Use. Customer agrees that any other use of any content contained on the Web site is strictly prohibited. Any improvements or future methods or means of accessing or using the Subscription Application are expressly reserved to DMP. Customer further agrees that only individuals authorized by the subscribing organization may access and use the Web site. 2.12 Infringement & Propriety Of Use. Except as specifically provided herein, Customer agrees not to use the Subscription Application, Visual Output(s), or Print Output(s) in any fashion . that infringes the copyrights or proprietary interests set -forth in this Agreement.. Customer further agrees not to use the information contained in the Subscription Application, Visual Output(s), or Print Output(s) in any fashion or manner that is precluded by or violates any federal or state law or federal or state regulation. Customer acknowledges that the Software Application may be subject to U.S. export jurisdiction. Customer agrees to comply with all applicable international and national laws that apply to the Software Application, as well as end-user, end-use, and destination restrictions issued by U.S., state or other governments. Customer may not use the Subscription Application in any manner that could damage, disable, overburden, or impair such services or interfere with any other party's use and . enjoyment of the Subscription Application. Customer may not attempt to gain unauthorized access to any service, account, computer systems or networks associated with the Subscription Application. 2.13 Consent to Use of Data. Customer agrees .that DMP may collect and .use technical information gathered as part of the product support services provided to you under .this Agreement. DMP may use this information solely to improve their products. or to provide customized services or technologies to you. 2.14 Ownership. Customer agrees that any works commissioned or undertaken by DMP pursuant to this Agreement shall be and remain the property of DMP. 2.15 Injunctive Relief. Customer acknowledges that its use of the Subscription Application for a use not specifically provided for in this agreement, specifically this Section 2, DMP and its Contributors will not have an adequate remedy in money or damages. As such, should Customer misuse the Subscription Application, DMP and its Contributors shall have the right to seek injunctive relief against Customer to cease the misuse of the Subscription .Application. Page 7 of 10 EXHIBIT B Agreement - RE2Y081230CG EXHIBIT B SUBSCRIPTION LICENSE FEES Agreement RE2Y081230CG Subscription License Fees: CityGIS $17,500 Per Year .Data Services Fees: Cit. GIS Tax Maps Included Per Year Property Informatiori (Tax N/A Paid under separate Data Agreement Rolls) RE081230D TBM Street Centerlines N/A Paid under separate Data Agreement RE081230D Client Services Fees: Startu Services Bundle Included Per Year Term: 2 Years Payment Schedule: $17,500 Due on Effective Date of each year Payment Terms Net 30 NOTES: A. All applicable Subscription License Fees, Data Services Fees and Client Services Fees shall be invoiced annually, as noted above. All Professional Services fees shall be invoiced monthly in the month following the period the service was rendered. B. All invoices. are due upon receipt and are payable in accordance with the payment schedule noted above. Any invoice not paid within thirty (30) days of its scheduled payment date shall be considered past due. C. Initial Term expires December 31, 2010. Page8of10 it EXHIBIT C Agreement - RE2Y081230CG EXHIBIT C Agreement RE2Y081230CG DMP DELIVERY RESPONSIBILITIES Note: Any references to DMP delivery responsibilities contained elsewhere in this Agreement are for informational purposes only. This Exhibit C :controls. Application Subscriptions DMP # Product Name Sub- Quantity Deliveries Delivery Definition Notes CityGIS Unlimited Application Subscription users Application Data Services DMP Product Name Sub- Quantity Deliveries Delivery # Definition Notes State of California: 1 City limit Los Angeles County with a 500 ft. -includes Aerials, Street buffer Centerlines, Parcel Landbase and Property Tax Records. Premium Layer: XML-Tax Maps Client Services DMP # Product Name Sub- Quantity Deliveries Delivery Definition Notes CityGIS Startup 1 See Note A. Services Bundle Professional Services DMP # Product Name Sub- Quantity Deliveries Delivery Definition Notes None Notes: A. CityGIS Startup Services Bundle includes Standard Set-up and configuration. In addition, it includes initial training services conducted via our standard, weekly Webex sessions. These weekly Webex sessions shall be unlimited, and at no cost. On-site training sessions are available upon request, for an additional fee. Page 9 of 10 EXHIBIT D ' ~~1 ? ~ Agreement - RE2Y081230CG EXHIBIT D Agreement - RE2Y081230CG PROFESSIONAL SERVICES 2008 FEE SCHEDULE Project/Principal Manager $175/Hour Product Specialist $150/Hour Senior Software Engineer/Architect $250/Hour Software Engineer $150/Hour Instructor $150/Hour GIS Technician $85/Hour Add Data Layer $600/Each Theme Active Layer $1,500/Each Training Credits $100/Each Travel At cost plus 15% Travel Time Half Rate Page 10 of 10 l - I ~ SUBLICENSE AGREEMENT Agreement No.RE081230D 2008 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 the 30t" of December, 2008 (the Effective Date) by and between Digital Map Products; Inc. ("DMP") and THE CITY OF VERNON, 4305 S. Santa Fe Ave., Vernon, CA 90058 (Licensee). .Unless otherwise defined herein, all capitalized terms in this document have the respective meanings assigned to them in Section 1. RECITALS A. DMP is an authorized Sublicensor of certain Contributed Databases. which are owned by third parties. B. Licensee desires to acquire from DMP and DMP desires to grant to Licensee anon-exclusive right and sublicense to use the Licensed Products containing all or portions of the contributed databases solely for the Purpose hereinafter defined. NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements set'forth herein, the parties of this Agreement hereby agree as follows: 1. DEFINITIONS 1.1 Contributed Database/Contributor Database shall mean those certain Databases licensed by those certain Contributors to DMP. with the right to grant sublicenses as set forth herein. The .Licensed Products and Contributors relevant to this „ Agreement are identified in Exhibit. A attached hereto and incorporated. by reference herein. 1.2 Contributor shall mean a third party licensor of Contributed Databases to DMP. 1.3 Database shall mean a compilation 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. 1.4 Derivative Databases or Products shall mean all works created by Licensee which incorporate all or part of-the Contributed Database, including, but not- limited to, a revision, modification, translation, abridgment, condensation, expansion, collection, compilation or any other form of, or modification- to the Contributed Database. Sublicense Agreement No. RE081230D 1.5 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 databases by Licensee. 1.6 Licensed Products shall mean those portions of the Contributed Databases set forth in Exhibit A of this Agreement. 1.7 Owners shall mean the owners of certain Contributed Databases'. referred to in Exhibit A. 1.8 Peripheral. Databases or Products shall mean any work created- by Licensee that does not incorporate, or use as a base, any portion of the Contributed Database or Derivative Product. 1.9 "Purpose" shall mean the non-commercial use of Licensed- Products for Licensee's normal business activities by its employees, agents and contractors, subject to the-terms and conditions herein, or as hereinafter modified in accordance with Section 2. Specifically excluded from the Purpose, but not limited to, is the public display or depiction of the Thomas Bros. Maps Digital Database, Digital- Imagery, Property Records tabular Data, or Raster Tax Maps on the Internet or other public electronic transmission. 1.10 Visual Output shall mean all printouts, plots, displays, photographic film, printed matter and other visual representation of data. 2. EXPANDED DEFINITION OF PURPOSE If in the future, during. the term of this Agreement, or any subsequent extensions, Licensee requires an expanded definition. of the Purpose 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 or Owners. 3. GRANT OF RIGHTS DMP hereby grants, and Licensee hereby accepts, subject to the terms and conditions of -this Agreement, anon-exclusive, non-transferable, and non-assignable right and sublicense to use the Licensed Products solely for the- Purpose, from the Effective Date hereof until this Agreement is terminated or expires in accordance with its terms: " Licensee may produce Visual Output from the Licensed Products and/or from Derivative Products for its normal business use. Licensee may also .externally distribute Visual Output, including distribution to Licensee's contractors, consultants and agents that Licensee engages for the Purpose as long as the Visual Output does not compete with " or replace, current products and/or services of DMP or any of its affiliates or Owners. Licensee shall not be precluded from charging 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. Without .limiting the foregoing, Licensee Page 2 Sublicense Agreement No. RE081230D understands and agrees that it shall in no event use. any aspect of -the Licensed. Products to produce maps of any kind, or map-related or other information using the .Thomas Bros. Maps Page and GridT"", for any use or purpose other than the Purpose. Licensee may create Derivative Products to the extent that such Derivative. Products contribute to the. Purpose. Licensee shall be entitled to possess and use such Derivative Products, royalty-free,. in perpetuity, under the terms of this Agreement, solely for the Purpose provided that use of such does not include any manner of attempt to reverse-engineer any aspect of Licensed Products. Licensee may provide copies of Derivative Products to DMP, but Licensee is not obligated to provide such copies at any time. Licensee shall have no right to assign, transfer, or sublicense any aspect of the Licensed Products or Derivative Products except as and to the extent and on the terms agreed, in writing, in advance,, by DMP in its sole and absolute discretion. As a condition for such authorization by DMP, if granted, each such other party must abide by the restrictions on Licensee's use in this Agreement and execute an .agreement satisfactory to DMP. Licensee's third party contractors, agents and consultants may use the. Licensed Products and Derivatives in digital format for Licensee's Purpose provided however that said third parties do not sell, license, or otherwise distribute Licensed Products, Derivative Products or any portion thereof and that such other. parties must execute and abide by the terms of a consultant use agreement to be provided by DMP and approved by Licensee.. Licensee shall not be precluded from .charging fees for the distribution of Licensed Products and 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. Licensee may distribute Derivative Products in digital format without restrictions to other third parties who have signed agreements with DMP for Licensed Products from which such Derivative Products were created. 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. 4. DELIVERY 4.1 Delivery Formats. DMP shall make one delivery of the Licensed Products to Licensee in a standard format compatible with Licensee's choice of either Intergraph, ESRI or AutoDesk 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 supported by DMP, DMP shall deliver such Licensed Products in the requested format within 30 days of written. request therefor 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 Page 3 Sublicense Agreement No. RE081230D 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 thirty (30) days of DMP's receipt of this signed Sublicense Agreement. 4.2 Delivery Responsibilities. DMP shall be responsible for the delivery of all Licensed Products. Licensee shall be responsible for installation of Licensed Products and maintenance updates, or new- Licensed Products. For invoicing purposes installations shall be considered to be complete fourteen (14) days from date of delivery. 5. SUPPORT 5.1 Regular Support. For. the term of this Agreement DMP will provide telephone support for Licensed Products at the prevailing DMP technical consulting rates. Such support will be provided by technical staff as resources are available. 5.2 On-Call Support. Licensee may elect for On-call customer support and be provided with priority telephone access and an E-Mail address to communicate support issues to DMP for an annual fee. Normal hours of operation for On-Call Support are 8:00 a.m. to 5:30 p.m. A technical consultant will respond. to all telephone requests submitted within four business hours and to all emergency requests within two business hours. A technical consultant will provide up to 16 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 Database 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 outlined in Exhibit A, to Licensee based upon the update schedule specified in Exhibit C. As part of its responsibility, DMP shall ensure that the updates provided are delivered within a reasonable level of accuracy and completeness. Page 4 Sublicense Agreement No. RE081230D 6.3 Modifications #o .the Licensed Product. Licensee shall be entitled to modifications to the Licensed Products as part of the normal update process. 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 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. DMP 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") that the parties may enter into in writing, in order 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 Licensee 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 and Other Products/Services as sef forth. in Exhibit A and Exhibit B, plus all applicable taxes. -All applicable fees shall be invoiced annually at the beginning of each. contract year. Licensee shall be invoiced in-full -upon delivery and Licensee will pay the invoiced amount to DMP in-full within sixty (60) -days from date of invoice. 7.2 Other Products/Services. Other Products/Services included with Licensed Products and corresponding fees have been itemized in Exhibit B, Other Products/Services. 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. Page 5 Sublicense Agreement No. RE081230D 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 Product or on the Visual Output, including, but not limited to, any such notices displayed. to the user during the. operation of the Licensed Products 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 or any portion thereof distributed to Licensee's consultants, agents and contractors. Map printouts and plots shall bear the following notice:- Copyright 2008, 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; County of Orange/The Gas Company/Thomas Bros. Maps 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 in any form provided by DMP and any copies thereof, including, without limitation, all portions of the Derivative Products that are copied from or based on the Licensed Products, are the .sole property of 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 Derivative Products or to the Database or Documentation or any copies of any of the foregoing except as expressly provided in this Agreement, and further shall secure and protect the Database consistent 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 Product and relevant Contributed Databases and all other rights thereto not specifically granted to the Licensee in this Agreement are reserved by DMP. 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 Page 6 Sublicense Agreement No. RE081230D .license or right upon DMP or Owners. with respect to any Licensee logo, seal, product name, or the corporate name of Licensee. 9. 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 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 (i) substantially diminish the value to Owners of 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 (i) 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 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 Page 7 Sublicense Agreement No. RE081230D .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 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) 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 (presentation of just cause and) 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 Product 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 thirty (30) business days from the date of Licensee's notice of breach, either (i) return the Licensed Product(s) in exchange for the full refund of all of the fees paid for such Licensed Product, or (ii) repair or replace the Licensed Product 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 the remainder of this Agreement. 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 Database 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: (i) 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, for any period in which Licensee is unable to use the. Licensed Product as a result of such action ar 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. -Page 8 Sublicense Agreement No. RE081230D (b) Notwithstanding anything to the. contrary contained herein, DMP and. Owners shall have no warranty, liability or obligation with respect. to Peripheral Products or to any modifications of the Database. 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 demand is asserted by a third party that, as a result of modifications by the Licensee, the 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 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 to the extent 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. THERE ARE NO ~ OTHER WARRANTIES RESPECTING THE LICENSED . PRODUCT, DOCUMENTATION, OR SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT. NOT LIMITED TO ANY WARRANTY OF DESIGN, OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT, EVEN IF DMP HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF DMP IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF DMP AS SET FORTH HEREIN. .10.4 Limitation of Liability (a) Except as otherwise expressly set forth in this Agreement, neither DMP, 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, or other employment. of the Database 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 Licensed Product License Fee paid to DMP by Licensee for the Licensed Product, the license, use, or other employment of which gives rise to the liability. Page 9 i i Sublicense Agreement No. RE081230D 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. 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) or of Section 9 (Confidentiality and Injunctive Relief) or makes an assignment in violation of Section 16 (Non-assignability); (c) any transfer, sale, merger, or acquisition of more than fifty percent- (50%) of the issued and outstanding shares or 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; (f) such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition or application 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 uch 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. Page 10 Sublicense Agreement No. RE081230D 13. INDEPENDENT CONTRACTOR STATUS DMP agrees that bMP is an .independent contractor and not an employee. of the Licensee and all of DMP's personnel shall be employees or subcontractors of DMP and not employees of the Licensee, DMP shall pay all salaries. and wages, employer's social security taxes, unemployment insurance and similar taxes relating to `employees and shall be responsible for all applicable withholding taxes. 14. INSURANCE REQUIREMENTS DMP shall obtain, at its sole cost and file with licensee prior to exercising any right or performing any obligation pursuant to this Agreement, and maintain for the period in which annually licensed products are. in effect, a policy or policies of liability insurance or a certificate of such insurance, satisfactory to Licensee, naming Licensee, its .officers and employees as additional insured, which insurance coverage shall -not be less than that provided in the form of a comprehensive liability insurance policy against injuries to persons or property .resulting from or arising out of negligent operations of DMP, its officers or employees. Said policy or policies of insurance shall provide coverage for both general liability and automobile liability in not less than the following minimum amounts.: One Million Dollars ($1,000,000.00) combined single limit for automobile liability, including bodily injury and property damage; One Million Dollars. ($1,000,000) general aggregate for general liability.. Said policy or policies shall also contain a provision that no termination, cancellation or change of coverage of insured or additional insured shall be effective until after thirty (30) days notice thereof has been given in writing' to Licensee. DMP shall give to Licensee prompt and timely notice of claims made or suit instituted arising out of Digital Map Product's operations hereunder. DMP shall procure and maintain, at its own cost and expense, any additional kinds and amounts of insurance, which in its own judgment, may be necessary for-its own for its proper protection in the performance of the work. 15. 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. being 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: Page 11 Sublicense Agreement No. RE081230D If to DMP: If to Licensee: Digital Map Products; Inc. City of Vernon 18831 Von Karman Ave., Suite 200 .4305 S. Santa Fe Ave. Irvine, CA 92612 Vernon, CA 90058 Attn: Contracts Attn: Carlos R. Fandino, Jr. Phone: (714) 727-1234 Phone: (323) -583-8811 16. NON-ASSIGNABILITY 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. 17. 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. 18. 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. 19. MISCELLANEOUS. 19.1 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. 19.2 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. 19.3 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. Page 12 Sublicense Agreement No. RE081230D 19.4 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. .19..5 Third Party Beneficiary. Licensee acknowledges that the provisions of this Agreement are intended. to inure to the benefit of the Owners. If Licensee breached any of these provisions, the Owners will be entitled to enforce this Agreement directly against .the Licensee, whether in DMP's or -the Owners' name: .Licensee further acknowledges that DMP executes -this Agreement. as principal on its own behalf and, exclusively to accept or otherwise perfect the Owners' rights against Licensee, as agent on behalf of the Owners. 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 DIGITAL MAP PRODUCTS INC. ~r - - Name: -beo~~s-G~ r~a~h~~g e~- ur ski Hilario Gonzales Title: Mayor President ATTES By: anuela Giron, City Clerk- . APPROVED AS T FORM: Jeff Har i on, City Attorney Page 13 EXHIBIT A Sublicense Agreement No. RE081230D Exhibit A Schedule of Licensed Products Licensed Product Contributed Database Start Date Expiration Descri fion Owner Date Thomas Bros. Maps Data Thomas Bros. Maps 12/30/08 12/30/10. Property Records DataQuick or equivalent 12/30/08 12/30/10 .Geographic Boundaries of Licensed Products All licensed products are geographically bound by the City boundaries plus a 500 foot buffer. Perpetual License Fee Schedule for all Perpetual Licensed Products Product Descri tion Fee Annual License Fee Schedule for all Annual Licensed Products/Services (2 year term) Product Descri tion Annual Fee Thomas Bros. Maps Data $ 1,500 Property Records $ 2,000 - * All fees are exclusive of local sales tax which will be itemized at time of invoice EXHIBIT B Sublicense Agreement No. RE081230D Exhibit B Licensed Product Options Other Products/Services Products/Service Descri tion Fee On-Site Data Setup/Processing and Delivery Fees $0 * All fees are exclusive of local sales tax which will be itemized at time of invoice II EXHIBIT C it Sublicense Agreement No. RE081230D Exhibit C Product Update Schedule Licensed Product/Service Update Schedule Descri tion Thomas Bros. Maps Data Yearly Property Records Monthly EXHIBIT D Sublicense Agreement No. RE081230D Exhibit D Effective Date and Amendment Dates Effective date of this Agreement is December 30, 2008. The following amendments have been made to this Agreement Amendment Descri tion Date I EXHIBIT E r i I Sublicense Agreement No. RE081230D Exhibit E FINANCIAL SUMMARY Perpetual Licensed Products Product Descri tion Fee Ori final A reement Thomas Bros. Maps Data $1,500 Property Records $ 2,000 On-Site Data Setup/Processing and Delivery Fees $ 0 TOTAL $ 3,500 NOTE: Any discrepancies in fees between this Exhibit E and Exhibits A or B, .Exhibits A and B control. This Exhibit E is for summary purposes only. is ~ f ~ ~ i ~ i ~ , w .t~n_~~ ~ 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 April 13, 2009 Mr. James Skurzynski, President Digital Map Products, Inc. 18831 Karman Avenue, Suite 200 Irvine, California 92612 Re: CityGIS Subscription Agreement & Sublicense Agreement Dear Mr. Skurzynski: Enclosed please find two duplicate originals of the aforementioned agreements, which need to be signed and returned to the attention of~the undersigned, as soon as possible. Once the originals are executed by the City, a fully executed original of each agreement will be returned for your files. If you have any questions regarding this matter, you may contact me at 323/583-8811 ext. 266. Very truly yours, Ne ~ Gir City Clerk NG:dj c: Donal O'Callaghan Purchasing Department Resolution No. 9910 Agreement File No. 09-058 E.~cCusiveCy IndustriaC o~ ~Fq ti'~4 .e., 4.0 V,~ ~Fn ?P So- t4f~~6LY INOUy MEMORANDUM FROM THE CITY ATTORNEY INTER-DEPARTMENT MEMORANDUM DATE: April 8, 2009 T0: Manuela Giron, City Clerk FROM:- Jeff A. Harrison, City Attorney 9 RE: Digital Map Products. - CityGIS Service Subscription Agreement and Sublicense Agreement and Sublicense Agreement Dear Nelly: Attached please find two: duplicate originals of the aforementioned .Agreements, which need to be signed by the appropriate parties with respect to the above-referenced matter. JH:em Attachments (Resolution No. 9910) INTEROFFICE - MEMORANDUM. Light & .Power Department. ~p~ ~_r~- ~ ~ ~ ~ ~ y~( . DATE: April 2, 2009 D AF~f~ 0 2 2009 TO: Eric Fresch C!`~YCLERK'S OFFICE City Administrator FROM: Donal O'Calla han g Director of Light and Power SUBJECT: CityGIS Service Subscription and Sublicense Agreement RE2Y081230CG -Digital Map Products Subscription Services .Staff Report Submitted for City Council approval is the CityGIS Service Subscription and Sublicense Agreement RE2Y081230CG for continuation/renewal ofisupport services... This is a two- year support agreement for CityGIS software by Digital Map Products. A Geographic Information System (GIS) integrates hardware, software, and .data for capturing, managing, analyzing and displaying all forms. of geographically referenced information. GIS allows us to view, .understand, question,. interpret and visualize data in many ways that reveal. relationships, patterns and trends in the form of-maps. A GIS helps you answer questions and solve problems by looking. at your data in a way that is quickly understood and easily shared. GIS technology can be integrated into- any enterprise information system framework.- A GIS is most often associated with amap, and uses a set of intelligent maps and other. views that show features and feature relationships on the. earth's surface.- Maps of the underlying geographic information can be constructed and used as "windows into the database" to support queries, analysis and editing of the information. Currently Community Services, Fire Department, Light & Power Department, Health Department and Police Department use GIS to gain a visual perspective using a map: for City services and construction projects. If you have any questions, please call me at extension 834. DOC`rmt c: Andrei Yermakov Nelly Giron (Originals) Project Control Document Control lJl2~( `~J ~ :4, / INTEROFFICE MEMORANDUM Light & Power Department 4q,~ DATE: March 30, 2009 - - i~PF~ ~ 2~0~ TO: Eric Fresch City Administrator FROM: Donal O'Callaghan Director of Light and Power SUBJECT: CityGIS Service Subscription and Sublicense Agreement RE2Y081230CG -Digital Map Products Subscription Services Attached are the CityGIS Service Subscription and Sublicense Agreement RE2Y081230CG. This is a two-year support agreement for CityGIS software by Digital Map Products. If you have any questions, please call me at extension 834. DOC:rmt- c: Andrei Yermakov IVelly. Giron (Originals) . Project Control Document Control IWTEROFFiCE MEMORANDUM Light & Power D®partment DATE: March 18, 2049 MAR. 1 S 2009 CITY ATTORNEY DEPT. TO: Jeff Harrison ~ City Attorney FROM:. Donal O'Callaghan Dir+sctor of Light end Power SUBJECT; Digital Map Products Subscription Services Attached for your review as to fiorm is an s~n~ement for the two-year support for CityGIS software by Digital Map Products. if you have any ques#fons, please sell me on extension 834. . DOC:ay Attachmbnt c: Project Control Document Control Andrei Yermakov w-~rs~ M ~ ~ ~ . ~ ~ U~~nw~ , `,v ~ -~~,~~o g Agreement - RE2Y081230CG CityGIS Service Subscription and Sublicense Agreement .Agreement - RE2Y081230CG This is a subscription and sublicense agreement ("Agreement"), dated as of the 30th day of December, 2008, ("Effective date") is made and entered into by and between Digital Map Products, Inc., 1936 E. Deere Ave., Suite 220, Santa Ana, CA 92705 ("DMP") and THE CITY OF VERNON, 4305 S. Santa Fe Ave., Vernon, CA 90058 ("Customer"). DMP operates the DMP CityGIS service and, pursuant to the terms of this Agreement, Customer will become a subscriber to the DMP CityGIS: service. Customer understands that -DMP licenses copyrighted content owned by DMP or purchased by DMP from various third parties. Customer 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 Customer. 1. DEFINITIONS 1.1 "Contributor" is a third party that owns and/or licenses content and/or database(s) to DMP. 1.2 "Contributor Content/Database(s)" is Contributor-owned content and/or licensed content and/or databases(s) that have been licensed to DMP. 1.3 "Subscription Application" is and means a limited compilation of content that is derived from DMP content and or databases, including computer software and data, material and information contained in .the DMP CityGIS website, and/or the Contributor Content/Database(s). The Subscription Application is viewable solely through authorized access and use of the DMP CityGIS web site. The content of the Subscription Application is further limited. by Exhibit A. The Subscription Application includes: •"Visual Output" which is an electronically displayed adaptation of the Subscription Application obtained through authorized access and use of the DMP CityGIS web site.. •"Print Output" which is an electronically printed adaptation of the Visual Output obtained through authorized access and use of the DMP CityGIS web -site. 1.4 "Authorized User" is an employee or agent of Customer thathas been authorized by DMP to access and use the Subscription Application. 1.5 "Purpose" is the non-commercial access and use of the Subscription Application for Customer's normal internal municipal activities by an Authorized User, subject to the temps of this Agreement. 2. COPYRIGHTS & LICENSING The copyright and licensing rights and obligations are attached hereto as Exhibit A and incorporated herein by this reference. Page l of 10 Agreement - RE2Y081230CG 3. SUBSCRIl'TION AND LICENSE FEES 3.1 Subscription and License Fees. In consideration of a subscription to the DMP CityGIS service and the license granted in Exhibit. A, Customer agrees to pay subscription license fees, as listed in the attached Exhibit B and incorporated herein by this reference, plus all applicable taxes. All applicable-fees and taxes will be invoiced as per the invoice schedule as listed in the attached Exhibit B. 3.2 .Failure to Pay. If Customer does not pay the invoiced amount to DMP within thirty (30) days of its due date, DMP reserves the right to suspend access and use of the DMP CityGIS service by Customer, until the Customer brings its account current. Alternatively, DMP (as a nondefaulting party) may terminate this Agreement as otherwise provided in this Agreement. All payments- will. be applied against the oldest outstanding invoices, charges or fees first, regardless of what may be noted on Customers actual payment. A charge of no more than one and one-half percent (1.5%) per month may. be assessed on any outstanding and past due invoices until paid in full. Customer is responsible for and will be charged for any cost of collections including, but not limited to, -agent fees, attorney's fees, court costs, and other associated expenses. If Customer's access and use is terminated. or suspended due to non- payment or non-compliance, Customer shall nonetheless still be responsible for any fees as set forth in this Agreement. 3.3 - Fees by Customer. Customer 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 Customer's normal business activities. 4. DMP'S PROVISION OF SERVICES: SUPPORT, UPDATES & ERRORS 4.1 Access to the Subscription Application. DMP will deliver the application and make the Subscription Application accessible to Customer through the Web site within a commercially reasonable time after the execution of this Ageement. DMP's Delivery Responsibilities are attached hereto as Exhibit C and incorporated herein by this reference. 4.2 Installation Responsibilities. Customer agrees to be responsible for obtaining a compatible web browser, such as MicrosoftTM Internet ExplorerTM to access and use the Web site and the Subscription Application. Customer agrees that no other means will be employed to access or use. the Web site or the Subscription Application. 4:3 Technical Support. DMP will provide telephone and email technical support from the hours of 8:00 AM PST to 5:00 PM PST M-F. 4.4 Errors or Omissions in ,the Contributor Content. Customer may identify errors or omissions in the Contributor Content 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 Customer as to Contributor's course of action. Page 2 of 10 Agreement - RE2Y081230CG 5. WARRANTY & LIMITATION OF LIABILITY 5.1 No Warranties. DMP and its Contributors make no express or implied warranties, including but not limited to any warranty of design, merchantability, and fitness for a particular purpose, or against infringement and no DMP agents are authorized to alter this provision in writing or otherwise. DMP and its Contributors make no representation or warranties that the Subscription Application is accurate and free of errors and/or omissions. As such the parties specifically do not consider the Subscription Application to be suitable so as to be reliable for use in emergencies. DMP provides and the Customer accepts the Subscription Application on an "as is"; "as available" basis and DMP and each Contributor expressly disclaim all warranties, .including the warranties of merchantability,. design, and fitness for a particular purpose. 5.2 Limitation of Liability. DMP and its Contributors shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any .way from (a) any errors in or omissions from the Web site, Subscription Application, Visual Output(s), and Print Output(s) or .any materials available or not included therein, (b) the unavailability or interruption of access to the Web site, Subscription Application, Visual Output(s), and Print Output(s) or any features thereof or any materials, (c) Customer's use of the Web. site, Subscription Application, Visual Output(s), and Print Output(s). (regardless. of whether Customer received any assistance from DMP in using the service), (d) Customer's use of any equipment in connection with accessing the Web site, (e) the- content of the Web site, Subscription Application, Visual Output(s), and/or Print Output(s), (f) any delay or failure in performance beyond the reasonable control of DMP, any irregularities with the Exhibit A copyright and licensing. Furthermore, DMP and its Contributors are not liable to the Customer for any damages resulting from a violation of this Agreement or the provision of services articulated herein except as provided as follows: The aggregate and maximum liability of DMP and its Contributors, combined in connection with any claim arising out of or relating to this Agreement (including but not limited to the Section 5 warranty), arising out of or relating to the Customer's subscription, and/or arising out of or relating to the Customer's use of the web site, Subscription Application, Visual Output(s), and Print Output(s) shall be limited to a refund of 12 months of fees and taxes paid by Customer to DMP pursuant to Section 3.1 and Exhibit B. DMP and its Contributors shall not be liable for any special, indirect, .incidental, or consequential damages of any kind whatsoever .(including, without limitation, attorneys' fees) in any way due to, resulting from, or arising in connection with Customer's use of the -Web site, Subscription Application, Visual Output(s), and Print Output(s), or the failure of DMP to perform its obligations, regardless of any negligence alleged. b. DURATION OF AGREEMENT & TERMINA'T'ION 6.1 Term of Agreement. This Agreement will commence on the Effective Date and continue for the period of year(s) as defined in Exhibit B as the Initial Term, unless terminated earlier as provided in this Agreement.. Thereafter, this Agreement shall automatically renew for additional one (1) year periods (each a "Renewal Term" ,collectively the "Term") unless either party notifies the other party in writing at least sixty (60) days prior to the expiration of the then current term of its intent not to renew. 6.2 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. Termination Page 3 of 10 Agreement - RE2Y081230CG is effective after 30 days' notice to the defaulting party, if the defaulting party does not correct the default within said (30) days: 6.3 Termination by Customer. DMP shall have the right to change the price of, make a material modification to any of the content of, or discontinue any of the content of the Subscription Application at any time with ninety (90) days prior written notice to Customer. Upon receipt of such notice from DMP, Customer may terminate this Agreement as of the effective date of the change by providing written notice to DMP at least thirty (30) days prior to the effective date ofthe-change. If Customer elects to terminate this Agreement pursuant to this Section 6.3, then the Customer shall be entitled to a prorated refund of their Subscription License and Data Services Fees. 6.4 Obligations on Expiration or Termination.- The license to access and use the Subscription Application,. including the rights listed in Exhibit A, are immediately revoked upon expiration or termination of this Agreement. With respect to customer data supplied to DMP that is not the subject of a separate agreement, DMP will return that data if provided for herein under separate provision. 7. ADDTI'IONAL PROVISIONS. 7:1 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 null and- void, and enables termination. This Agreement is binding upon any authorized successor or. assign. 7.2 No Relationship.. DMP is an independent contractor, not an employee of Customer. All DMP personnel are employees or subcontractors of DMP, not employees of Customer. 7.3 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. 7.4 Preparation of Agreement. No provision in this Ageement shall be interpreted for or against a party because that party drafted that provision. The header descriptions and boxes contained herein are descriptive only and not a parE of the contract. 7.5 Entire Understanding. Each of the parties hereto acknowledges that no other party, nor any agent or attorney of. any other party, has made any .promise, representations or warranty whatsoever, express or implied, not contained herein concerning the subject matter hereof, to induce them to execute this Agreement in reliance upon any such promise, representation. or warranty not contained herein. All prior discussions, negotiations, promises, and agreements are superseded by this Agreement. This Agreement shall not be modified, amended, or supplemented and no provision of the Agreement shall be waived, except by an agreement in writing signed by all parties. 7.6 Consent to Violation Not Waiver. A waiver by any party of a default or violation is not a waiver of any provision of this -Agreement, or of any subsequent default or violation. Page 4 of 10 Agreement - RE2Y081230CG 7.7 Governing Law & Arbitration. This Agreement shall be construed in accordance with, and all disputes arising thereunder or related. thereto shall be governed by, the laws of the State of California, without regard to its conflict of laws principles. The parties agree that all disputes arising out of or related to this Agreement (including but not limited to arising out of or relating to the Customer's subscription, and/or arising out of or relating to the Customer's, use of the Web site, .Subscription Application, Visual Output(s), and Print Output(s)) will be subject solely to binding arbitration. The arbitrator selection and conduct of the arbitration will be pursuant to the rules and procedures of the American Arbitration Association or the Judicial Arbitration And Mediations Services, Inc. The exclusive place of the arbitration shall be in Orange County, California and judgment on the award may be entered in any court having jurisdiction thereof. By the signatures below, the parties agree to the terms contained herein. 'This Agreement maybe executed in counterparts with the same force and effect as if executed in one complete document. This Agreement is effective as of the Effective Date. Signed on this date: Signed on this date: By: By: James Skurzynski Name: President Title: DIGITAL MAP PRODUCTS, INC. CITY OF VERNON Page5of10 Agreement - RE2Y081230CG EXHIBIT A -LICENSING Agreement - RE2Y081230CG 2.1 DMP Copyright Notice. 'The following copyright notice applies to, all non-Contributor content provided by the DMP CityGIS service, including the compilation(s) of Contributor content: ©Copyright 2000-2009 Digital Map Products, Inc. All rights reserved. The non-Contributor content, provided by the DMP 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. Additionally, copyright and trademark notices are set out on the Web site. 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 Subscription Application, Visual Output and Print Output,. and then and then only in a manner that does not disparage, discredit, or harm DMP. 2.4 Ownership. Customer understands that the Web site, System Application, Visual Output(s), and Print Output(s) in any form are the intellectual property of DMP and/or the Contributor(s). 2.5 Preservation of Notices. Customer agrees to include, and will not remove or obscure, any copyright, trademark, patent, or other notices appearing on the Web site, System. Application, Visual Output(s), or Print Output(s). 2.6 Trade Secrets and Confidential Information. Customer also understands that the Web site, Subscription Application, 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). Customer will not modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the DMP CityGIS. web site, Subscription Application, Visual Output(s), or Print Output(s). To the extent allowed by law, Customer will treat the DMP CityGIS web site, Subscription Application, 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. 2.7 U.S. Database Protection Legislation. If the United States adopts database protection legislation, its provisions will be applicable to the terms of this Agreement. 2.8 Grant of license. DMP grants to Customer, subject to the terms of this Agreement, a non- exclusive, non-transferable, and non-assignable license to access and use the Subscription Application for a Purpose by an Authorized User. 2.9 Scope of license. Customer agrees and .understands that the license granted is solely to access and use the Subscription Application as set out in Section 1.3. Page6of10 Agreement - RE2Y081230CG 2.10 Rights. Reserved by DMP. DMP reserves all other rights to itself. 2.11 New Use. Customer agrees that any other use of any content contained on the Web site is .strictly prohibited. Any improvements or future methods or means of accessing or using the Subscription Application-are expressly reserved to DMP. Customer further agrees that only individuals authorized by the subscribing organization may access and use the Web site. 2.12 Infringement & Propriety Of Use. Except as specifically provided.herein, Customer agrees not to use the Subscription Application, :Visual Output(s), or Print Output(s) in any fashion that infringes. the copyrights or proprietary interests set forth in this Agreement.. Customer further agrees not to use the information contained in the Subscription Application, Visual Output(s), or Print Output(s) in any fashion or manner that is precluded by or violates any federal or state law or federal or state regulation. Customer acknowledges that the Software Application may be subject to U.S. export jurisdiction. Customer agrees to comply with all applicable international and national laws that apply to the Software Application, as well as end-user, end-use, and destination restrictions issued by U.S., state or other governments. 'Customer may not use the Subscription Application in any manner that could damage, disable, overburden, or impair such services or interfere -with any other party's use and enjoyment of the Subscription Application. Customer may not attempt to gain unauthorized access to any service, account, computer systems or networks associated with the Subscription Application. .2.13 Consent to Use of Data. Customer agrees that DMP may collect and use technical information gathered as part of the product support services provided to you under this Agreement. DMP may ,use this information solely to improve their products or to provide customized services or technologies to you. 2.14 Ownership. Customer agrees that any works commissioned or undertaken by DMP pursuant to this Agreement shall be and remain the property of DMP: 2.15 Injunctive Relief. Customer acknowledges that its use of the Subscription Application for a use not specifically provided for in this agreement, specifically this Section 2, DMP and its Contributors will not have an adequate remedy in money or damages. As such, should Customer misuse the Subscription Application, DMP and its Contributors shall have the right to seek injunctive relief against Customer to cease the misuse of the Subscription.. Application. Page 7 of 10 Agreement - RE2Y081230CG EXHIBIT B SUBSCRIPTION LICENSE FEES Agreement RE2Y081230CG Subscription License Fees: CityGIS $17,500 Per Year Data Services Fees: CityGIS Tax Maps Included Per Year Property Information (Tax N/A Paid under separate Data Agreement Rolls) RE081230D TBM Street Centerlines N/A Paid under separate Data Agreement RE081230D Client Services Fees: Startu Services Bundle Included Per Year Term: 2 Years Payment Schedule: $17,500 Due on Effective Date of each year Payment Terms Net 30 NOTES: A. fUl applicable Subscription License Fees, Data Services Fees and Client Services Fees shall be invoiced annually, as noted above. All Professional Services fees shall be invoiced monthly in .the. month following the period the service was rendered. B. All invoices are due upon receipt and are payable in accordance with the payment schedule noted above. Any invoice not paid within thirty (30) days of its scheduled payment date shall be considered past due.. C. Initial Term expires,December 31, 2010.- - Page8of10 Agreement - RE2Y081230CG EXHIBIT C Agreement RE2Y081230CG DMP DELIVERY RESPONSIBILITIES Note: Any references to DMP delivery responsibilities contained elsewhere in this Agreement are for informational purposes only, This Exhibit C controls. Application Subscriptions DMP # Product Name Sub- Quantity Deliveries Delivery Definition Notes CityGIS Unlimited Application Subscription users Application Data Services DMP Product Name Sub- Quantity Deliveries Delivery # Definition Notes State of California: 1 City limit Los Angeles County with a-500 ft. -includes Aerials, Street buffer Centerlines, Parcel Landbase and Property Tax Records. Premium Layer: XML Tax Maps Client Services DMP # Product Name Sub- Quantity Deliveries Delivery Definition Notes- CityGIS Startup 1 See Note A. Services Bundle Professional Services DMP # Product Name Sub- Quantity Deliveries Delivery Definition Notes None Notes: A. CityGIS Startup Services Bundle includes Standard Set-up and configuration. In addition, it includes initial training services conducted via our standard, weekly Webex sessions. These weekly Webex sessions shall be unlimited, and at no-cost. On-site training sessions are available upon request, for an additional fee. Page 9 of 10 Agreement - RE2Y081230CG EXHIBIT D Agreement - RE2Y081230CG PROFESSIONAL SERVICES 2008 FEE SCHEDULE Project/Principal Manager $175/Hour Product Specialist $150/Hour Senior Software Engineer/Architect $250/Hour Software Engineer $150/Hour Instructor $150/Hour GIS Technician $85/Hour Add Data Layer $600/Each Theme Active Layer $1,500/Each Training Credits $100/Each Travel At cost plus 15% Travel Time Half Rate Page 10 of 10 SUBLICENSE AGREEMENT Agreement No.RE081230D 2008 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 the 30t" of .December, 2008 (the Effective Date) by and between Digital Map Products, Inc. ("DMP") and THE CITY OF VERNON, 4305 S. Santa Fe Ave., Vernon, CA 90058 (Licensee). Unless otherwise defined herein, all capitalized terms in this document have the respective meanings assigned to them in Section 1. RECITALS A. DMP is an authorized Sublicensor of certain Contributed Databases which are owned by third parties. B. Licensee- desires to acquire from .DMP and.. DMP desires to grant to Licensee anon-exclusive right and sublicense to use the Licensed Products containing all or portions of the contributed databases solely for the Purpose hereinafter defined. NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements set forth herein, the parties of this Agreement hereby agree as follows: 1. DEFINITIONS 1.1 Contributed Database/Contributor Database shall mean those certain .Databases licensed by those certain. Contributors to DMP with the right to grant sublicenses as set forth herein. The Licensed Products and Contributors relevant to this Agreement are identified in Exhibit A attached hereto and incorporated by reference herein. 1.2 Contributor shall mean a third party licensor of Contributed .Databases to DMP. 1:3 Database shall .mean a compilation 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. 1.4 Derivative Databases or Products shall mean all works. created by Licensee. which incorporate all or part of the Contributed Database, including, but not limited to, a revision, modification, translation, abridgment, condensation, expansion, collection, compilation or any other form of, or modification to the Contributed Database.. Sublicense Agreement No. RE081230D 1.5 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 databases by Licensee. 1.6 Licensed Products shall mean those portions of the Contributed Databases set forth in Exhibit A of this Agreement. 1.7 Owners. shall mean .the owners of .certain Contributed Databases referred to in Exhibit A. 1.8 Peripheral Databases or Products shall mean any work created by Licensee that. does not incorporate, or use as a base, -any portion of the Contributed. Database or Derivative Product. 1.9 "Purpose" .shall mean the non-commercial use of Licensed Products for Licensee's normal business activities by its employees, agents and contractors, subject to the terms and conditions herein, or as hereinafter modified in accordance-with Section 2. Specifically excluded from the Purpose, but not limited to, is the public display or depiction of the Thomas Bros. Maps Digital Database, Digital Imagery, Property Records tabular Data, or Raster Tax Maps on the Internet or other public electronic. transmission. 1.10 Visual Output shall mean all printouts, plots, displays, photographic film, printed matter and .other visual representation of data. 2. EXPANDED DEFINITION OF PURPOSE If in the future, during the term of this Agreement, or any subsequent extensions, Licensee requires an expanded definition of the .Purpose 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 or Owners. 3. GRANT OF RIGHTS DMP hereby grants, and Licensee hereby accepts, subject to the terms and conditions of this Agreement, anon-exclusive, non-transferable, and non-assignable .right and sublicense to use the Licensed Products solely for the Purpose, from the Effective Date hereof until this Agreement is terminated or expires in accordance with its terms. Licensee may produce Visual Output from the Licensed Products and/or from Derivative. Products for its normal business use.. Licensee may also externally distribute Visual Output, including distribution to Licensee's contractors, consultants and agents that Licensee engages for the Purpose as long as the Visual Output does not compete with or replace, current products and/or services of DMP or any of its affiliates or Owners. Licensee shall not be precluded from charging 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. Without limiting the: foregoing, Licensee Page 2 Sublicense Agreement No. RE081230D understands and agrees that it shall in no event use any aspect of the Licensed Products to produce maps- of any kind, or map-related or other information using the Thomas Bros. Maps Page and GridT"',,for any use or purpose other than the Purpose. Licensee may create Derivative Products to the extent that such Derivative :Products contribute to the Purpose. Licensee shall be entitled to possess and use such Derivative Products, royalty-free, in perpetuity, under the terms of this Agreement, solely. for the Purpose provided that use of such does not include any manner of attempt to reverse-engineer any aspect of Licensed Products. Licensee may provide copies of Derivative Products to DMP, but Licensee is not obligated to provide such copies at any time. Licensee shall have no right to assign, transfer, or sublicense any aspect of the Licensed Products or Derivative Products except as and to the extent and on the terms agreed, in writing, in advance, by DMP in its sole and absolute discretion.. As a condition for such authorization by DMP, if granted, each such other party must abide by .the restrictions on Licensee's use in this Agreement and execute an agreement satisfactory to DMP. Licensee's third party contractors, agents and consultants .may use the Licensed Products and Derivatives in digital format for Licensee's Purpose provided- however that said third parties do not sell, license, or otherwise distribute Licensed Products; Derivative Products or any portion thereof and that such other parties must execute and abide by the terms of a consultant use agreement to be provided by DMP and approved by Licensee. Licensee shall not be precluded from charging. fees for the distribution of Licensed Products and 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. Licensee may distribute Derivative Products in digital format without restrictions to other third parties who. have signed agreements with DMP for Licensed Products from which such Derivative Products were created. Licensee may distribute Derivative Products to other third parties without 'signed. agreements- with DMP only by signing a separate contributor agreement with bMP in which Licensee becomes a Contributor as defined herein. 4. DELIVERY 4.1 Delivery Formats. DMP shall make one delivery of the Licensed Products to Licensee in a standard format compatible with Licensee's .choice of either Intergraph,- ESRI or AutoDesk 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 supported by DMP, DMP shall deliver such Licensed Products in the requested format within 30 days of written request therefor 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 Page 3 Sublicense Agreement No. RE081230D 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 thirty (30) days of DMP's receipt of this signed Sublicense Agreement. 4.2 Delivery Responsibilities. DMP shall be responsible for the delivery. of all Licensed Products. Licensee shall be responsible for installation of Licensed Products and maintenance updates, or new Licensed Products. For invoicing.. purposes installations shall be considered to be complete fourteen (14) days from date of delivery. 5. SUPPORT 5.1 Regular Support. For the term of this Agreement DMP will provide telephone support for Licensed Products at the prevailing DMP technical consulting rates. Such support will be provided by technical staff as resources. are available. 5.2 On-Call Support. Licensee may elect for. On-call customer support and be provided with priority telephone access and an E-Mail address to communicate support issues to DMP for an annual-fee. Normal hours of operation for On-Call Support are 8;00 a.m. to 5:30 p.m. A technical consultant will respond to all telephone requests submitted within four business hours and to all emergency requests within two- business hours. A technical consultant will provide up to 16 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 Database updates to the Licensed. Products according to the schedules. identified in Exhibit C, Product Update Schedule. 6.2 Responsibility for Maintenance Updates. DMP assumes responsbility.for providing updates outlined in Exhibit A, to Licensee based upon the update schedule specified in Exhibit C. As part of its responsibility, DMP shall ensure that the updates provided are delivered within a reasonable level of accuracy and .completeness. Page 4 Sublicense Agreement No. RE081230D 6.3 Modifications to the Licensed Product. Licensee shall be entitled to modifications to-the Licensed Products as part of the normal update process. 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 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. DMP 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") that the. parties may enter into in writing, in order 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 Licensee 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 and Other Products/Services as set. forth in Exhibit A and Exhibit B, plus. all applicable taxes. All applicable fees shall be invoiced- annually at the beginning of each contract year. Licensee shall be .invoiced in-full upon delivery and Licensee will pay the invoiced amount to DMP in-full within sixty (60) .days from date of invoice. 7.2 Other Products/Services. Other Products/Services. included with Licensed Products and corresponding fees have been itemized in Exhibit B, -Other Products/Services. 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. Page 5 Sublicense Agreement No. RE081230D 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 Product or on the Visual Output, including, but not limited to, any such notices displayed to the user during the operation of the Licensed Products 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 or any portion. thereof distributed to Licensee's consultants, agents and contractors. Map printouts and plots shall. bear the following notice: .Copyright 2008, 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; County of Orange/The Gas Company/Thomas Bros. Maps 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 in any form provided by DMP and any copies thereof, including, without limitation, all. ..portions of the Derivative Products that are copied' from or based on the Licensed Products,. are the sole property of 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 Derivative Products or to the Database or Documentation. or any copies of any of the foregoing except as expressly provided in this Agreement, and further shall. secure and .protect the Database consistent 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 Product and relevant Contributed Databases and all other rights- thereto not specifically granted to the Licensee in this Agreement are reserved by DMP. 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 Page 6 Sublicense Agreement No. RE081230D license or right upon DMP or Owners with respect to anyLicensee logo, seal, product name, or the corporate name of Licensee. 9. 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 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 (i) substantially diminish the value to .Owners of 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 (i) 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 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 Page 7 Sublicense Agreement No. RE081230D 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 before communication by the disclosing party; (c) become known publicly, without fault on the part of the receiving party, subsequenf 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) 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 (presentation, of just cause and). 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 Product 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 thirty (30) business days from the date of Licensee's notice of breach, either (i) return the Licensed Product(s) in exchange for the full refund of all of the fees paid for such Licensed Product, or (ii) repair or replace the Licensed Product 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 the remainder of this Agreement. 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 Database 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: (i) 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, for 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. Page 8 Sublicense Agreement No. RE081230D (b) Notwithstanding anything to the. contrary contained herein,. DMP and Owners shall have no warranty, liability or obligation with respect to Peripheral., Products or to any modifications of the Database 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 demand is asserted by a third party that, as a result of modifications by the Licensee, the 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 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 to the extent 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. THERE ARE NO OTHER WARRANTIES RESPECTING THE LICENSED PRODUCT, DOCUMENTATION, OR SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT, EVEN IF DMP HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF DMP IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF DMP AS SET FORTH HEREIN. 10.4 Limitation of Liability {a) Except as otherwise expressly set -forth in this Agreement,- neither DMP, 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, or other employment of the Database 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 Licensed Product License Fee paid to DMP by Licensee for -the Licensed Product, the license, use, or other employment of which gives rise to the liability. Page 9 Sublicense Agreement No. RE081230D 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. 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) or of Section 9 (Confidentiality and Injunctive Relief) or makes an assignment in violation of Section 16 (Non-assignability); (c) any transfer, sale, merger, or acquisition of more than fifty percent (50%) of the issued and outstanding shares or 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; (f) such a petition is filed by any third party, or an application for a receiver is made by anyoneand such petition or application 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 wil! constitute unauthorized use of the Licensed Products, entitling DMP to equitable relief as specified herein. . Page 10 Sublicense Agreement No. RE081230D 13. INDEPENDENT CONTRACTOR STATUS DMP. agrees that DMP is an independent contractor and not an employee of the Licensee and all of DMP's personnel shall be employees or subcontractors of DMP and not employees of the Licensee. DMP shall pay all salaries and wages, employer's social security taxes, unemployment insurance. and similar taxes relating to .employees and shall be responsible for all applicable withholding taxes. . 14. INSURANCE REQUIREMENTS DMP shall obtain, at -its sole cost and file with licensee prior to exercising any right or performing .any obligation pursuant to this Agreement, and maintain for the .period in which annually licensed products are in effect, a policy or policies of liability insurance or a certificate of such insurance, satisfactory to Licensee, naming Licensee, its officers and employees as additional insured, which insurance coverage shall not be less than that provided in the form of a comprehensive liability insurance policy against injuries to persons or property resulting from or arising out of negligent operations of DMP, its officers or employees. Said policy or policies of insurance shall provide coverage for both general liability and automobile liability in not less than the following minimum amounts: One Million Dollars ($1,000,000.00) combined single limit for automobile liability, including bodily injury and property damage; One Million Dollars ($1,000,000) general aggregate for general liability. Said policy or policies shall also contain a provision that no termination, cancellation or .change of coverage of insured or additional insured shall be effective until after thirty (30) days notice thereof has been given in writing to Licensee. DMP shall give to .Licensee- prompt and timely notice of claims made or suit instituted arising out of Digital Map Product's operations hereunder. DMP shall procure and maintain, at its own cost and expense; any additional kinds and amounts of insurance, which in its own judgment, may be necessary for its own for its proper protection in the performance of the work. 15. .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 being 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: Page 11 Sublicense Agreement No. RE081230D If to DMP:. If to Licensee: Digital Map roducts, Inc. City of Vernon 18831Y n Karman Ave., Suite 200 4305 S. Santa Fe Ave. Irvine, CA 92612. Vernon, CA 90058 Attn: Contracts Attn: Carlos R. Fandino, Jr. Phone: (714) 727-1234 Phone: (323) 583-8811 16. NON-ASSIGNABILITY 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. 17. 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. 18. 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. 19. MISCELLANEOUS. 19.1 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. 19.2 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. 19.3, 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. Page 12 Sublicense Agreement No. RE081230D 19.4 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. 19.5 Third Party Beneficiary. Licensee acknowledges that the provisions of this Agreement are intended to inure to the benefit of the. Owners. If Licensee breached any of .these provisions, the Owners will be entitled to enforce this Agreement directly against the Licensee, whether in DMP's or the Owners' name. Licensee further acknowledges that DMP executes this Agreement as principal on its own behalf and, exclusively to accept or otherwise perfect the Owners' rights against Licensee, as agent on behalf of the Owners. 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 DIGITAL MAP PRODUCTS INC. Name: James Skurzynski Title: President Page 13 Sublicense Agreement No. RE081230D Exhibit A Schedule of Licensed Products Licensed Product Contributed- Database Start Date Expiration Descri tion Owner Date Thomas Bros, Maps Data Thomas Bros. Maps 12/30/08 12/30/10 Property Records DataQuick or equivalent 12/30/08 12/30/10 Geographic Boundaries of Licensed Products All licensed products are geographically bound by the City boundaries plus a 500 foot buffer. Perpetual License Fee Schedule for all Perpetual Licensed Products Product Descri tion Fee Annual License Fee Schedule for all Annual Licensed Products/Services (2 year term Product Descri tion Annual Fee Thomas Bros. Maps Data $ 1,500 Property Records $ 2,000 * All fees are exclusive of local sales tax which will be itemized at time of invoice Sublicense Agreement No. RE081230D ExhibitB Licensed Product.®ptions Other Products/Services Products/Service Descri tion Fee On-Site Data Setup/Processing and Delivery Fees. $0 * All fees -are exclusive of local sales tax which will be itemized at time of invoice Sublicense Agreement No. RE081230D Exhibit C Product Update Schedule Licensed Product/Service Update Schedule Descri tion Thomas Sros. Maps Data Yearly Property Records Monthly .Sublicense Agreement No. RE081230D Exhibit D Effective Date and Amendment Dates effective date of this Agreement is December 30, 2008. The following amendments have been made to this Agreement Amendment Descri tion Date Sublicense Agreement No. RE081230D Exhibit E FINANCIAL SUMMARY Perpetual Licensed Products Product Descri tion Fee Ori final A reement Thomas Bros. Maps Data $1,500 Property Records $ 2,000 On-Site Data Setup/Processing and Delivery Fees $ 0 TOTAL $ 3,500 NOTE: Any discrepancies in fees between this Exhibit E and Exhibits A or B, Exhibits A and B control. This Exhibit E is for summary purposes only. DIGIT/~L M/~P April 15, 2009 VIA FED-X (2-DAY) Nelly Giron City Clerk City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Reference: CityGIS Subscription Agreement & Sublicense Agreement Dear Nelly: Enclosed please find two duplicate originals of the aforementioned agreements, exectued by our President,. James Skurzynski. Please have the appropriate person sign all copies where noted, and return a fully exectued original of each agreement to my attention at the address below. Sincerely, Digital Map Products 18831 Von Karman Avenue Suite 200 Irvine, CA 92612 t,. Linda L. Broderick Sales Administrator Enclosures (4) Page 1 of 1 Juarez, Debbie From: Barcia, Ana Sent: Wednesday, April 22, 2009 5:21 PM To: Giron, Nelly Cc: Juarez, Debbie Subject: Insurance Approval- Digital Map Products Attachments: Digital Map Products.pdf .Hello, ~ -_~_.v°--"___~_.._ .Please be advised that the above referenced has provided acceptable insurance coverage. Thank you, Ana Barcia. City of Vernon Risk Management Department T: 323) 583-881.1 ex 286 F: 323) 826-1439 abarcia ~ci.vernon.ca.us CONFIDENTIALITYNOTICE: This e-mail transmission, and any doctunents, files or previous a-mail messages attached to it may contain confidential information that is legally privileged. If you axe not the intended recipient, or a person responsible for delivering it to 4he intended recipient, you axe hereby notified that any disclosure, copying, distribution or use of any of the information. contained in or attached to this transmission is STRICTLY. PROHIBITED, If you have received this transmission in .error, please immediately notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner. . 4/22/2009