Loading...
Resolution No. 100613 4 5 6 7 8 9 10 11 12 13 1 14 15 16 17 18 19 2G 21 22 23 24 25 26 27, 28 RESOLUTION NO. 10,061 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A MUNICIPAL DATABASE LICENSE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND THOMAS BROS. MAPS, A DIVISION OF RM ACQUISITIONS, LLC d/b/a RAND MCNALLY PROVIDING THE LICENSE FOR A GEOGRAPHICAL INFORMATION SYSTEMS DIGITAL DATABASE FOR USE BY THE VERNON POLICE DEPARTMENT WHEREAS, the Vernon Police Department has purchased a Geographical Information Systems ("GIS") Digital Database (the "Database"), which includes ten hours of technical support at no charge, which Database is a licensed product of Thomas Bros. Maps, a Division of RM Acquisitions, LLC d/b/a/ Rand McNally ("TBM"); and WHEREAS, in order to use the Database, the City must agree to enter into a one-year license agreement with TBM, which license agreement is renewable annually; and WHEREAS, the Database for the Los Angeles County area will The used in conjunction with the City's GeoComm mapping software for the purposes of public safety operations and activities including, but not limited to, regional planning, mutual aid tactical deployments, pursuits. that leave the jurisdictional boundary of Vernon, and linvestigative activities that occur throughout the Los Angeles County; land WHEREAS, by memo the Chief of Police has recommended that the Municipal Database License Agreement (the "Agreement") with TBM be approved for a one-year period, with the license expiring on June 10, 1.2010; and WHEREAS, the City Council of the City of Vernon has 1 2 3 4 5 6 7. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into the Agreement with TBM to facilitate services provided to residents and businesses within the City of Vernon and surrounding areas. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Municipal Database License Agreement with TBM, in substantially the same form as the copy that is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to take whatever action is deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized. - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16, 17 18 19 21 22 23 24 25 26 27 28 SECTION 5: The City Council of the City of Vernon,hereby directs the City Clerk, or her designee, to send one fully executed Agreement to: Thomas Bros. Maps, a Division of RM Acquisitions, LLC d/b/a Rand McNally Attn.: Jean A. Turner 17731 Cowan Irvine, CA 92614 SECTION 6: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and her certification to be entered in the Book of Resolutions of the Council of this City. APPROVED AND ADOPTED this 21St day of September, 2009. ATTEST: UELA GIA65, dity Clerk Name: Hilario Gonzales Title : Mayor ! Maw= - mPmc- - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 10,061, was duly passed, approved.and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, September 21, 2009, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of September, 2009, at Vernon, California. (SEAL) MANUELA GIRO , C'ty Clerk - 4 - EXHIBIT A Agreement No.: LIC033109 MUNICIPAL DATABASE LICENSE AGREEMENT THIS DATABASE LICENSE AGREEMENT ("Agreement") is made and entered into as of September 21, 2009 (the "Effective Date") by and between THOMAS BROS.. MAPS ® (TBM) division of RM Acquisition, LLC d/b/a Rand McNally, a Limited Liability Company ("RM") having offices at 17731 Cowan, Irvine, CA 92614 and the CITY OF VERNON, having offices at 4305 Santa Fe Avenue, Vernon, CA 90058 ("Licensee"). RECITALS A. RM is the owner of the Thomas Bros Database (as defined below); B. RM desires to grant to Licensee and Licensee desires to obtain from RM a nonexclusive license to use the Database for the Purpose in accordance with the terms and on the conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements set forth herein, the parties to this Agreement agree as follows: 1. DEFINITIONS. 1.1 "Contract User" shall mean any consultant, contractor or agent of the Licensee using the Database in furtherance of Licensee's Purpose. 1.2 "Contract User Agreement" shall mean the written document attached hereto as Exhibit C, which all Contract Users of the Database shall sign and return to RM, prior to receiving copies of the Database, either in whole or in part. 1.3 "Database" shall mean the proprietary compilation, including the graphic and/or tabular data identified on the "Product Delivery Specification" attached hereto as Exhibit A, and referenced, on the "Product License. Schedule" attached hereto as Exhibit B. - 1.4 "Derivative Products" shall mean all works created by Licensee which incorporate all or part of the Database, including, but not limited to, revision, modification, translation, abridgment, condensation, expansion, collection, compilation, or any other form of, or modification to, the Database. By way of illustration, but not limitation, an operating district database layer created using and/or incorporating the graphics from the Thomas Bros. Maps street and city layers would be a derivative product. 1.5 "Documentation" shall mean all manuals, documentation, and other related materials pertaining to the Database which are furnished to Licensee by RM to assist Licensee in interpreting and utilizing the information contained in the Database. 12720-0009\1172239v1.doc -1- 1.6 "Purpose" shall mean Licensee desires to use the Database solely for its internal, noncommercial governmental use and purpose in connection with routine public safety operations and activities and for regional planning (the "Purpose"). Specifically excluded from the Purpose, but not limited to, is the public display or depiction of the Thomas Bros. Maps data on the Internet or other public electronic bulletin boards. 1.7 "Visual Output" shall mean printouts, plots, displays, photographic film, and printed matter which incorporate all or part of the Database. 1.8 "The City" shall mean the municipality of the Licensee. 1.9 "The County" shall mean the county in which The City lies. 2. GRANT OF RIGHTS, 2.1 RM hereby grants and Licensee hereby accepts to use only the portion of the Database which comprises the City of Vernon and a,buffer of one (1) mile beyond the Vernon city limits which lie in Los Angeles County, solely for the Purpose, from the Effective Date hereof until terminated or expired in accordance herewith. Additionally, RM hereby grants to Licensee only, and Licensee hereby accepts, subject to the terms and conditions of this Agreement, a nonexclusive, nontransferable, and nonassignable license to use the entire Database for regional planning and for law enforcement mutual aid, pursuits and investigative activities, from the Effective Date hereof until terminated or expired in accordance herewith. Without limiting the foregoing, Licensee understands and agrees that it shall in no event use the Database either (i) in connection with any other map database for any purpose or (ii) to publish maps of any kind, or map -related or other information using the Thomas Bros. Maps Page and Grid®, for any use or purpose other than the Purpose. 2.2 Licensee shall have no right to assign, transfer, or sub -license the Database except as and.to the extent and on the terms agreed, in writing, in advance, by RM. As.a condition for such authorization by RM, if granted, each such other party must abide by the restrictions on Licensee's use in this Agreement, and execute an agreement satisfactory to RM. 2.3 Licensee may add new features to the Database to the extent that such new features contribute to the Purpose ("Derivative Products"). Licensee shall be entitled to use the Derivative Products solely for the Purpose. Licensee shall also be entitled to make backup copies of the Database for legitimate archival purposes. DELIVERY. RM shall deliver the Database, on an "as -is" "with -all -faults" basis, to Licensee per the instructions on Exhibit A, "Product Delivery Specification". If Licensee has special delivery and/or format requirements, a predetermined service charge will be included in the price of the initial delivery and all subsequent deliveries to which the special requirements apply as indicated on Exhibit B, "Product License Schedule". The 12720-0009\1172239v1.doc 2 Database shall be delivered to Licensee within thirty (30) days of RM's receipt of the Database License Fee, as defined in Section 6 hereof. RM shall provide, on an "as -is" `.`with -all -faults" basis, updates to the Database, within 30 days after RM develops any such update, if at all; provided, however, that RM shall have no obligation to make or develop any updates to the Database other than in the ordinary course of business of RM and in its sole discretion. All deliveries will be made F.O.B., Irvine, CA. 4. SUPPORT. During the first year of the term of this Agreement, RM shall provide telephone -consulting support to Licensee, at Licensee's request, in order to assist Licensee in using the Database. MAINTENANCE AND MODIFICATIONS. Licensee shall be entitled to use modifications to the Database provided to Licensee by RM as part of RM's ongoing maintenance of the Database in the ordinary course of its business. Licensee may, from time to time, request that RM incorporate certain features, enhancements or modifications into the Database. RM may, in its sole discretion, undertake to incorporate such changes and distribute the Database, as modified, to all or any of RM's licensees. Unless otherwise specified by RM, such modifications and material automatically shall be deemed included within the definition of the term "Database" and subject to the terms and conditions of this Agreement and shall be the sole property of RM. RM shall be under no obligation to make modifications that may be required for Licensee -specific needs. 6. DATABASE LICENSE FEE AND PAYMENT. 6.1 In consideration of the license rights granted in Section 2 above, Licensee shall ,pay the Database License Fee, including applicable taxes, as set forth on the Exhibit B, "Product License Schedule". The Database License Fee shall be due and .payable in full within thirty (36) days of the execution of this Agreement and on the anniversary date of this Agreement for the term of this Agreement. 6.2 In the event this Agreement is renewed at the end of the term, as provided for in Section 10, the Database License Fee .and_ all optional fees shall not be increased more than the annual "Cost of Living" published by the Bureau of Labor Statistics, U.S. Department of Labor, for the Los Angeles -Long Beach Area, additive over the term of this Agreement. If the fees for RM's standard license are lower at the end of the term, then these lower rates shall apply. 6.3 RM is required by state law to collect applicable sales taxes. Accordingly, any Licensee's request for exemption from sales tax must be accompanied by a current, properly executed and completed "Sales Tax Exemption Certificate" for each state to which RM will ship the Database under the terms of Section 3. DELIVERY. A "Sales Tax Exemption Certificate" is the only document that will be acceptable for this purpose and must be on file at RM prior to the invoice for the Database Licensee Fees. A copy of a state registration certificate or business license is not 12720-0009\1172239v1.doc valid. In the event that a current, properly executed and completed "Sales Tax Exemption Certificate" is not on file at RM at the time of the invoice, then sales taxes will be charged and become due and payable under the terms of Section 6.1 DATABASE LICENSE FEE AND PAYMENT. If at a date following RM's invoice or Licensee's payment, it is determined by a taxing authority that the Licensee's certification for exemption from sales tax is not valid, then the Licensee will be liable for any additional sales tax, interest and penalties that RM may pay on Licensee's behalf. 7. PROTECTION OF DATABASE. 7.1 Proprietary Notices. RM claims and reserves all ownership and rights afforded at law and in equity in all data, compilations, and materials that constitute the Database, including, but not limited to, all rights under federal copyright law. Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality, or other proprietary notice, mark, or legend appearing on the Database or on the Visual Output, including, but not limited to, any such notices displayed during, the operation of the Database and any such notices in the Documentation, and agrees to reproduce and include the same on each copy of the Database or any portion thereof. All map printouts and plots of the Database shall bear the following notice: "Reproduced with permission granted by THOMAS BROS. MAPS® a division of RM Acquisition, LLC d/b/a Rand McNally. This map is copyrighted by THOMAS BROS. MAPS® a division of RM Acquisition, LLC d/b/a Rand McNally. It is unlawful to copy or reproduce all or any part thereof, whether for personal use or resale, without the prior, written permission of THOMAS BROS. MAPS® a division of RM Acquisition, LLC d/b/a .Rand McNally." 7.2 Ownership. Licensee acknowledges.that the Database isa valuable .commercial product of RM, the development of which involved expenditure by RM of substantial time and money. Licensee further acknowledges that the Database in any form provided by RM or made by Licensee and any copies thereof, including, without limitation, all portions of the Derivative Products that are copied from or based on the Database, are the sole property of RM. Licensee shall not have any right, title, or interest in or to said 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 with maintenance of RM's proprietary rights therein. All copyrights associated with the Database and all other rights thereto not specifically granted to the Licensee in this Agreement are reserved by RM. 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 RM. 12720-0009\1172239v1.doc 4 8. CONFIDENTIALITY AND INJUNCTIVE RELIEF. 8.1 Acknowled eg ment. Licensee hereby acknowledges and agrees that the Database is a valuable proprietary product, embodying substantial creative efforts, trade secrets, and confidential information, ideas, and expressions of Licensor. Accordingly, to the extent permitted by law, Licensee agrees to treat (and take precautions to ensure that its employees treat) the Database as confidential information in accordance with the confidentiality requirements and conditions set forth below. 8.2 Maintenance of Confidential Information. To the extent permitted by law, Licensee agrees to keep confidential all confidential information disclosed to it by RM 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 Licensee shall not have such obligation with respect to the use or disclosure to others of any confidential information that can be established to have: (a) been known. publicly; (b) been known generally in the industry before communication by RM to Licensee; (c) become known publicly, without fault on the part of the Licensee, subsequent to disclosure by RM; (d) been known otherwise by the Licensee before communication by RM; or (e) been received by the Licensee without any obligation of confidentiality from a source (other than RM) lawfully having possession of such information. Upon ten (10) days' written notice to Licensee, RM 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. 8.3 Injunctive Relief. Licensee acknowledges that the unauthorized use, transfer, assignment, sublicensing, or disclosure of the Database, Documentation, Derivative Products or copies thereof will (i) substantially diminish the value to RM of the trade -secrets, copyrights, and other proprietary interests that are the subject of this Agreement; (ii) render RM's remedy at law for such unauthorized use, disclosure, or transfer inadequate; and (iii) cause irreparable injury in a short period of time. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Database, Documentation, or Derivative Products, RM shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief, and Licensee waives any requirements that a bond be,posted in connection therewith. 8.4 Survival. Licensee's obligations under this Section 8 shall survive the termination of this Agreement or of any license granted under this Agreement for whatever reason. 12720-0009\1 172239v1.doc 5 9. WARRANTY. 9.1 Limited Warranty. RM represents and warrants to Licensee that the Database will perform substantially as described in RM's Documentation for the Database as of the Effective Date for a period of ninety (90) days from the date of delivery of the Database. Should RM be in breach of its representation and warranty under this Section 9.1, RM's entire liability and Licensee's exclusive remedy shall be, at RM's option, either (I) return of the Database in exchange for the refund of the Database License Fee paid, or (II) repair or replacement of the Database upon its return to RM; provided, however, that RM receives written notice from Licensee during the warranty period of a breach of warranty. Any replacement Database will be warranted for the remainder of the, original warranty period or thirty (30) days, whichever is longer. 9.2 Disclaimer of Warranties. THE WARRANTY STATED IN SECTION 9.1 ABOVE IS THE SOLE AND THE EXCLUSIVE WARRANTY OFFERED BY RM. THERE ARE NO OTHER WARRANTIES RESPECTING THE DATABASE, DOCUMENTATION, OR SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, AGAINST INFRINGEMENT, OF MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE, EVEN IF RM HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF RM IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF RM AS SET FORTH HEREIN. 9.3 Limitation of Liability and Licensee's Indemnity: 9.3.1 LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH RM IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY RM OF THE RISK OF LICENSEE'S DAMAGES, INCLUDING CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHICH MAY ARISE IN CONNECTION WITH LICENSEE'S USE OF THE DATABASE OR DOCUMENTATION. ACCORDINGLY, LICENSEE AGREES THAT RM SHALL NOT BE LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING LOSS -OF -PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE LICENSING OR USE OF THE DATABASE, DERIVATIVE PRODUCTS, OR DOCUMENTATION. Any provision herein to the contrary notwithstanding, the maximum liability of RM 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, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort, or otherwise, shall in no case exceed the actual Database License Fee paid to RM by Licensee for the Database the license, use, or other employment of which gives rise to the liability. 12720-0009\1172239v1.doc 6 9.3.2 RM shall have no liability or obligation with respect to any Derivative Products or other modifications of the Database by Licensee. Further, if any claim is asserted by a third party that, as a result of such Derivative Products or modifications by Licensee, the Database as so modified infringes an intellectual property right of the third party, Licensee shall indemnify RM with respect to all costs or damages resulting from such claim (including attorneys' fees) and any judgment that may be awarded against RM to the extent based upon such modification. 9.3.3 RM shall indemnify Licensee for any third party claim that the Database infringes the intellectual property rights of a third party. 10. TERM OF AGREEMENT. This Agreement shall be effective for a period of one (1) year (unless terminated in accordance with the terms and conditions of Section 11). 11. DEFAULT AND TERMINATION 11.1 Events of Default. This Agreement may be terminated by the nondefaulting 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 7 (Protection of Database) or of Section 8 (Confidentiality) or makes an assignment in violation of Section 13 (Nonassignability); (c) 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; (d) a petition under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they now exist, or as they may be amended, is filed by a party; or (e) 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. 11.2 Effective Date of Termination. Termination under subparagraphs 11.1(b), (c), (d), or (e) above shall be effective on notice. In all other cases, termination 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. 11.3 Obligations on Expiration or Termination. Upon expiration or termination of this Agreement, Licensee shall cease and desist.all use of the Database, and Licensee shall deliver to RM within three (3) days of termination all full or partial copies of the Database and Documentation and any variations thereof, including any Derivative Products, in Licensee's possession or under its control. Licensee acknowledges that its failure to comply with the obligations of this Section 11.3 will constitute unauthorized use of the Database, entitling RM to equitable relief under Section 8.3 above. 12. 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 12720-0009\1172239v].doc 7 overnight courier, charges 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. 13. NONASSIGNABILITY. Licensee shall not assign or transfer this Agreement or all or any part of its rights hereunder, by operation of law or otherwise, without the prior written consent of RM. Any unauthorized assignment or transfer shall be null and void and shall constitute grounds for immediate termination of this Agreement by RM under Section 11 above. This Agreement shall inure to the benefit of and be binding upon any permitted successor. or assign. 14. 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. 15. DISPUTE RESOLUTION. The parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of both parties, then each party will nominate one senior officer of the rank of Vice -President or higher, or public agency officer or official, as its representative. These representatives will, within thirty (30) days of a written request by either party to call such a meeting, meet in person and alone (except for one assistant for each party) and will attempt in good faith to resolve the dispute. If the dispute cannot be resolved by such senior managers in such meeting, the parties agree that they will, if requested in writing by either party, meet within thirty (30) days after such written notification for one day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one -day mediation, either party may begin litigation proceedings. This procedure will be a required prerequisite before taking any additional action hereunder. Notwithstanding the foregoing, nothing herein shall prevent either party from immediately seeking interim injunctive relief against the other party in any court having jurisdiction over such other. party. If a dispute is ultimately litigated, and whether the matter is concluded by settlement or by entry of a judgment by a Court, all parties shall- bear their respective attorney costs and fees. Anything to the contrary herein notwithstanding, the dispute resolution procedures set forth herein shall not be applicable to actions for collection of amounts due Licensor under this Agreement. 16. SEVERABILITY. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. 17. MISCELLANEOUS. 17.1 This Agreement and the exhibits 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. 12720-0009\1172239v].doc 8 17.2 This Agreement may not be supplemented, modified, amended, released, or discharged except by an instrument in writing signed by each party's duly authorized representative. 17.3 All terms and conditions of this Agreement shall be deemed to be incorporated into any purchase orders, invoices or other documents issued by RM hereunder, and any other terms and conditions contained therein which are in addition to or inconsistent with the terms and conditions of this Agreement shall be deemed stricken therefrom. In the event of any conflict between any purchase order, invoice or other document and the terms of this Agreement, this Agreement shall govern. In no event will any additional terms and conditions on a purchase order be effective unless expressly accepted by RM in writing. 17.4 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. 17.5 This Agreement may be terminated by RM if any transfer, sale, merger, or acquisition of more than fifty percent (50%) of the issued and outstanding shares or assets of the Licensee occurs. 17.6 This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. 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. Executed this _ day of , 2009 in the City of Vernon, California. THOMAS BROS. MAPS, a division of CITY OF VERNON RM Acquisition, LLC d/b/a Rand McNally By: Name: Title: Date: 12720-0009\1172239v1.doc 9 Mayor/Mayor Pro-Tem ATTEST: Manuela Giron; City Clerk APPROVED AS TO FORM: Laurence S. Wiener, City Attorney oiP" 1. hV,.�:OfVdverkoh Name, Cept Jam.66 Rod[no -t7eparliti!i3ni 7It1e PO Box :Pi cn6 323 583 88:1.1 Ext 115 :Address .4305"Santa ;F'e.Avetlue - r6 52'882131A8.1 silty; State Veinon, : zip 90.0a8 Email jrodiino�bbVbd.= . ..... P ........... . .. . .... .. . .. .. .......... G' pfile Products C�1$"Produats Digital Edition 6aftware i,o:Geofil.e-'Column Delimited: X I.B.1'GIS.Database HAPE 5.0 DEeBusinesc Paok NDN-&ANAARD- u-s.CRI8E) —. : NON-STANDARD (DESCRIBE) 6:1 DE: Viewer 6;2 DE: Toolbox - 6.3 4E:;Ma Control p p '4t 113 0- _ ... SPECIAI'LAY1:R5 Digifal:Etlitiition 1�ataset _ RA: a-E)A .... . . •.NONtSTANDARD : (p ESCA (S`E;) ALIFORNfA CALIFOR► IA :OALlF;O ih11A CALK ORNIA ORI=GON NEVAD.A Altuneda Lake: rglOrsle1 Soncutio ColumGia "Clerk _Sacramen4x' &lgnislaus .. Clrickama �Alpina T�Las6an. Aiaiadoc X LosA'[19eles �SanBenw. Super T I>tlon ARIZONA Butte ^Nrade[s Sa4t3ainal016— T•Qhatna. MUllanpmoh Malleopa _,. C0 f veras �M&Hfi SamDiego' Trinity _YJ,aihington Pima Coluea Manpooa S�n rdn leco Titma _Yavnhill Pinal Munngc. 9 ?5an:ioaging:; Tu..o(urmne _Gonituc.00a:. Del, Merced="' �m San Luis Cblspo: Assn°midso Yelttara— V1RGINIAI0C ^.EI Dorado. doc Yolo. Washinglon D.0 Ftssrio _Mono %Sahla,taerBars �'Sgn1a.C.laru, Yuba _Arlii glon co: Ctilenh MODfefey' Alaxaiidlfa Humboidl W a r_...NAi�Ja _ .4 WAS:FIING ON �Nqr xoo�City: �Impeirsl _Santw 'S}ias(a Giafk ;FallsC�ul;Gli,C�.ry 111yo by E iye Sleira king Ntlnca';NrritilNlsii res Kern Placer SJsidycu plerco ^Lociaoun g Sots.. . ...... :. Snohornlah $tsftcid. P' cto tit P:rolpctlon.&:gatum' Sequerillal . GEO NAD:88 ::'NO N-S`fAND;ARD ALL PRODUCTSPRODUCTS_. .. NON.-STANDARD (DESCRIBE A'RE D..ELIVERE.D (DESCRIBE) ON "CDIROM IN IN.DOWS R15RMAT _ .. 12720-0009\1172239vl.doc 10 ..................... Pr duct Li`c ns'e Sct et u: e Services:Total. 12720-0009\1172239v1.doc 11 EXHIBIT C CONTRACT USER AGREEMENT A. Thomas Bros. maps® a division of RM Acquisition, LLC d/b/a Rand McNally, a California corporation, having offices at 17731 Cowan, Irvine, CA 92714 ("RM's"), and the City of Vernon entered into that certain Database License Agreement dated June 10, 2009, a copy of which is attached hereto as Exhibit A and incorporated by reference herein (the "Database License Agreement"). B. User is a agency, office or departments under the administrative and budget control of Licensee's board of directors, or Licensee's consultant, contractor or agent, which has a copy of all or part of the Database (as each is defined in the Database License Agreement) of Licensee and desires to use the Database, together with Licensee's Derivative Products, solely for Licensee's internal, noncommercial use and purpose (the "Purpose") pursuant to the Database License Agreement. Specifically excluded from the Purpose, but not limited to, is the public display or depiction of the Thomas Bros. Maps data on the Internet or other public electronic bulletin boards. GRANT OF RIGHTS. THIS AGREEMENT SHALL BE NULL AND VOID UNLESS AND UNTIL USER HAS DELIVERED THIS AGREEMENT TO RM. User understands and agrees that it is acquiring the right to use the Database, Documentation and Derivative Products (as each is defined in the Database License Agreement) solely for its internal, noncommercial use and purpose pursuant to the Database License Agreement, which right is nonexclusive, nontransferable and nonassignable. User shall have the right to use the Database and the Documentation to produce printouts, plots, displays, photographic film, and printed matter (the "Visual Output") for the Purpose, from the signature date of this Agreement hereof for a period not to exceed the time required to meet the User's obligations to Licensee unless earlier expired or terminated in accordance with the terms and conditions of the Database License Agreement as set forth herein. Without limiting the foregoing, Licensee understands and agrees that it shall in no event use the Database to publish maps of any kind, or map -related or any other information using the RM's Page and Grid®, for any purpose or use other than the Purpose. User further understands and agrees that it shall be bound by and subject to the terms and conditions contained in Sections 7 through 17 of the Database License Agreement. IN WITNESS WHEREOF, the User has caused its duly authorized representatives to execute and deliver this Agreement as of the date first set forth below. User: Date: (Please Print) LI-M (Please Print) 12720-0009\1172239v1.doc 12 Phone: (Signature) Title: Dept: 12720-0009\1172239v1.doc . 13 E OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 September 23, 2009 Thomas Bros. Maps, a Division of RM Acquisitions, LLC d/b/a Rand McNally Attn: Jean A. Turner 17731 Cowan Irvine, CA 92614 Re: Municipal Database License Agreement Dear Ms. Turner: For your signature, transmitted herewith are two partially executed agreements approved by City Council on September 21, 2009, through Resolution No. 10,061. Please ensure that a fully executed original agreement is returned to the attention of the undersigned. If you have any questions regarding this matter, please call Mr. James Rodino, at (323) 583-8811 ext. 115. Very truly yours, Ne -ly i on City Clerk NG:dj c: James Rodino Purchasing Department Resolution No. 10,061 Agreement File No. 09-112 Exc&sivefy Industriaf 9855 Woods Drive, Skokie, Illinois 60077-1074 Phone: 847 329 8100 LATITUDE: N 42° 03' 37" LONGITUDE: W 87° 45' 39" September 22, 2009 Capt. James Rodino City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 RE: Municipal Database License Agreement No. LIC033109 Dear Capt. Rodino, VIA: FeclEx Enclosed are two copies of the document above signed on the TBM side. When they have been fully executed, please send one directly to my attention at Rand McNally. I'll complete the flow of paperwork here and have your data shipped from our Thomas Bros office in Irvine as soon as possible. Sincerely, � Inda Schubert Contracts Rand McNally 9855 Woods Drive Skokie, IL 60077 Dir Tel: 847-329-6529 Cc: Jean Turner randmcnally.com CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: November 3, 2009 TO: James Rodino, Police Captain FROM: Nelly Giron, City Clerk RE: Resolution No. 10,061 - A Resolution of the City Council of the City of Vernon Approving and Authorizing the Execution of a Municipal Database License Agreement By and Between the City of Vernon and Thomas Bros. Maps, a Division of RM Acquisitions, LLC d/b/a Rand McNally Providing the License for a Geographical Information Systems digital Database for Use By the Vernon Police Department Transmitted herewith is a copy of the agreement and Resolution No. 10,061, referenced above, which was approved by City Council on September 21, 2009. Thank you. NG : dj c: Purchasing Department Resolution No. 10,061 Agreement 09-112 9855 Woods Drive, Skokie, Illinois 60077-1074 Phone: 847 329 8100 LATITUDE: N 42° 03' 37" LONGITUDE: W 871 45'39" October 28, 2009 City of Vernon Office of the City Clerk 4305 Santa Fe Avenue Vernon, CA 90058 Attn: Nelly Giron, City Clerk "UV 0 2 2009 CITVr ilRF {' � ,,rriCL VIA: USPS RE: Thomas Bros Maps Municipal Database License Agreement LIC033109 Enclosed is the fully executed version of the license above for your records. If you have any questions, please contact Jean Turner at 949-757-5551 or iturner@randmcnally.com Sincerely, inda Schubert Rand McNally Contracts Cc: Jean Turner James Rodino, City of Veron Purchasing Department randmcnally.com Agreement No.: LIC033109 MUNICIPAL DATABASE LICENSE AGREEMENT THIS DATABASE LICENSE AGREEMENT ("Agreement") is made and entered into as of September 21, 2009 (the "Effective Date") by and between THOMAS BROS. MAPS ® (TBM), division of RM Acquisition, LLC d/b/a Rand McNally, a Limited Liability Company ("RM") having offices at 17731 Cowan, Irvine, CA 92614 and the CITY OF VERNON, having offices at 4305 Santa Fe Avenue, Vernon, CA 90058 ("Licensee"). RECITALS A. RM is the owner of the Thomas Bros Database (as defined below); B. RM desires to grant to Licensee and Licensee desires to obtain from RM a nonexclusive license to use the Database for the Purpose in accordance with the terms and on the conditions set forth in this Agreement; NOW, THEREFORE,. in consideration of the mutual promises, covenants, and agreements set forth herein, the parties to this Agreement agree as follows: 1. DEFINITIONS. 1.1 "Contract -User" shall mean any consultant, contractor or agent of the Licensee using the Database in furtherance of Licensee's Purpose. 1.2 "Contract User Agreement" shall mean the written document attached hereto as Exhibit C, which all Contract Users of the Database shall sign and return to RM, prior to receiving copies of the Database, either in whole or in part. 1.3 "Database" shall mean the proprietary compilation, including the graphic and/or tabular data identified on the "Product Delivery Specification" attached hereto as Exhibit A, and referenced on the "Product License. Schedule" attached hereto as Exhibit B. 1.4 "Derivative Products" shall mean all works created by Licensee which incorporate all or part of the Database, including, but not limited to, revision, modification, translation, abridgment, condensation, expansion, collection, compilation, or any other form of, or modification to, the Database. By way of illustration, but not limitation, an operating district database layer created using and/or incorporating the graphics from the Thomas Bros. Maps street and city layers would be a derivative product. 1.5 "Documentation" shall mean all manuals, documentation, and other related materials pertaining to the Database which are furnished to Licensee by RM to assist Licensee in interpreting and utilizing the information contained in the Database. 12720-0009\1172239v1.doc -1- 1.6 "Purpose" shall mean Licensee desires to use the Database solely for its internal, noncommercial governmental use and purpose in connection with routine public safety operations and activities and for regional planning (the "Purpose"). Specifically excluded from the Purpose, but not limited to, is the public display or depiction of the Thomas Bros. Maps data on the Internet or other public electronic bulletin boards. 1.7 "Visual Output" shall mean printouts, plots, displays, photographic film, and printed matter which incorporate all or part of the Database. 1.8 "The City" shall mean the municipality of the Licensee. 1.9 "The County" shall mean the county in which The City lies. 2. GRANT OF RIGHTS. 2.1 RM hereby grants and Licensee hereby accepts to use only the portion of the Database which comprises the City of Vernon and a buffer of one (1) mile beyond the Vernon city limits which lie in Los Angeles County, solely for the Purpose, from the Effective Date hereof until terminated or expired in accordance, herewith. Additionally, RM hereby grants to Licensee only, and Licensee hereby accepts, subject to the terms and conditions of this Agreement, a nonexclusive, nontransferable, and nonassignable license to use the entire Database for regional planning and for law enforcement mutual aid, pursuits and investigative activities, from the Effective Date hereof until terminated or expired in accordance herewith. Without limiting the foregoing, Licensee understands and agrees that it shall in no event use the Database either (i) in connection with any other map database for any purpose or (ii) to publish maps of any kind, or map -related or other information using the Thomas Bros. Maps Page and Grid®, for any use or purpose other than the Purpose. 2.2 Licensee shall have no right to assign, transfer, or sub -license the Database except as and to the extent and on the terms agreed, in writing, in advance, by RM. As a condition for such authorization by RM, if granted, each such other party must abide by the restrictions on Licensee's use in this Agreement and execute an agreement satisfactory to RM. 2.3 Licensee may add new features to the Database to the extent that such new features contribute to the Purpose ("Derivative Products"). Licensee shall be entitled to use the Derivative Products solely for the Purpose. Licensee shall also be entitled to make backup copies of the Database for legitimate archival purposes. DELIVERY. RM shall deliver the Database, on an "as -is" "with -all -faults" basis, to Licensee per the instructions on Exhibit A, "Product Delivery Specification". If Licensee has special delivery and/or format requirements, a predetermined service charge will be included in the price of the initial delivery and all subsequent deliveries to which the special requirements apply as indicated on Exhibit B, "Product License Schedule". The 12720-0009\1172239v1.doe 2 Database shall be delivered to Licensee within thirty (30) days of RM's receipt of the Database License Fee, as defined in Section 6 hereof. RM shall provide, on an "as -is" "with -all -faults" basis, updates to the Database, within 30 days after RM develops any such update, if at all; provided, however, that RM shall have no obligation to make or develop any updates to the Database other than in the ordinary course of business of RM and in its sole discretion. All deliveries will be made F.O.B., Irvine, CA. 4. SUPPORT. During the first year of the term of this Agreement, RM shall provide telephone -consulting support to Licensee, at Licensee's request, in order to assist Licensee in using the Database. MAINTENANCE AND MODIFICATIONS. Licensee shall be entitled to use modifications to the Database provided to Licensee by RM as part of RM's ongoing maintenance of the Database in the ordinary course of its business. Licensee may, from time to time, request that RM incorporatecertainfeatures, enhancements or modifications into the Database. RM may, in its sole discretion, undertake to incorporate such changes and distribute the Database, as modified, to all or any of RM's licensees. Unless otherwise specified by RM, such modifications and material automatically shall be deemed included within the definition of the term "Database" and subject to the terms and conditions of this Agreement and shall be the sole property of RM. RM shall be under no obligation to make modifications that may be required for Licensee -specific needs. 6. DATABASE LICENSE FEE AND PAYMENT. 6.1 In consideration of the license rights granted in Section 2 above, Licensee shall pay the Database License Fee, including applicable taxes, as set forth on the Exhibit B, "Product License Schedule". The Database License Fee shall be due and .payable in full within thirty (30) days of the execution of this Agreement and on the anniversary date of this Agreement for the term of this Agreement. 6.2 In the event this Agreement is renewed at the end of the term, as provided for in Section 10, the Database License Fee and all optional fees shall not be increased more than the annual "Cost of Living" published by the Bureau of Labor Statistics, U.S. Department of Labor, for the Los Angeles -Long Beach Area, additive over the term of this Agreement. If the fees for RM's standard license are lower at the end of the term, then these lower rates shall apply. 6.3 RM is required by state law to collect applicable sales taxes. Accordingly, any Licensee's request for exemption from sales tax must be accompanied by a current, properly executed and completed "Sales Tax Exemption Certificate" for each state to which RM will ship the Database under the terms of Section 3. DELIVERY. A "Sales Tax Exemption Certificate" is the only document that will be acceptable for this purpose and must be on file at RM prior to the invoice for the Database Licensee Fees. A copy of a state registration certificate or business license is not 12720-0009\1172239v1.doc valid. In the event that a current, properly executed and completed "Sales Tax Exemption Certificate" is not on file at RM at the time of the invoice, then sales taxes will be charged and become due and payable under the terms of Section 6.1 DATABASE LICENSE FEE AND PAYMENT. If at a date following RM's invoice or Licensee's payment, it is determined by a taxing authority that the Licensee's certification for exemption from sales tax is not valid, then the Licensee will be liable for any additional sales tax, interest and penalties that RM may pay on Licensee's behalf. 7. PROTECTION OF DATABASE. 7.1 Proprietary Notices. RM claims and reserves all ownership and rights afforded at law and in equity in all data, compilations, and materials that constitute the Database, including, but not limited to, all rights under federal copyright law. Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality, or other proprietary notice, mark, or legend appearing on the Database or on the Visual Output, including, but not limited to, any such notices displayed during, the operation of the Database and any such notices in the Documentation, and agrees to reproduce and include the same on each copy of the Database or any portion thereof. All map printouts and plots of the Database shall bear the following notice: "Reproduced with permission granted by THOMAS BROS. MAPS® a division of RM Acquisition, LLC d/b/a Rand McNally. This map is copyrighted by THOMAS BROS. MAPS® a division of RM Acquisition, LLC d/b/a Rand McNally. It is unlawful to copy or reproduce all or any part thereof, whether for personal use or resale, without the prior, written permission of THOMAS BROS. MAPS® a division of RM Acquisition, LLC d/b/a Rand McNally." 7.2 Ownership. Licensee acknowledges that the Database is a valuable commercial product of RM, the development of which involved expenditure by RM of substantial time and money. Licensee further acknowledges that the Database in any form provided by RM or made by Licensee and any copies thereof, including, without limitation, all portions of the Derivative Products that are copied from or based on the Database, are the sole property of RM. Licensee shall not have any right, title, or interest in or to said 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 with maintenance of RM's proprietary rights therein. All copyrights associated with the Database and all other rights thereto not specifically granted to the Licensee in this Agreement are reserved by RM. 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 RM. 12720-0009\1172239v1.doc 4 CONFIDENTIALITY AND INJUNCTIVE RELIEF. 8.1 Acknowled e. e . Licensee hereby acknowledges and agrees that the Database is a valuable proprietary product, embodying substantial creative efforts, trade secrets, and confidential information, ideas, and expressions of Licensor. Accordingly, to the extent permitted by law, Licensee agrees to treat (and take precautions to ensure that its employees treat) the Database as confidential information in accordance with the confidentiality requirements and conditions set forth below. 8.2 Maintenance of Confidential Information. To the extent permitted by law, Licensee agrees to keep confidential all confidential information disclosed to it by RM 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 Licensee shall not have such obligation with respect to the use or disclosure to others of any confidential information that can be established to have: (a) been known publicly; (b) been known generally in the industry before communication by RM to Licensee; (c) become known publicly, without fault on the part of the Licensee, subsequent to disclosure by RM; (d) been known otherwise by the Licensee before communication by RM; or (e) been received by the Licensee without any obligation of confidentiality from a source (other than RM) lawfully having possession of such information. Upon ten (10) days' written notice to Licensee, RM 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. 8.3 Injunctive Relief. Licensee acknowledges that the unauthorized use, transfer, assignment, sublicensing, or disclosure of the Database, Documentation, Derivative Products or copies thereof will (i) substantially diminish the value to RM of the trade secrets, copyrights, and other proprietary interests that are the subject of this Agreement; (ii) render RM's remedy at law for such unauthorized use, disclosure, or transfer inadequate; and (iii) cause irreparable injury in a short period of time. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Database, Documentation, or Derivative Products, RM shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief, and Licensee waives any requirements that a bond be posted in connection therewith. 8.4 Survival. Licensee's obligations under this Section 8 shall survive the termination of this Agreement or of any license granted under this Agreement for whatever reason. 12720-0009\1172239v1.doc 9. WARRANTY. 9.1 Limited Warranty. RM represents and warrants to Licensee that the Database will perform substantially as described in RM's Documentation for the Database as of the Effective Date for a period of ninety (90) days from the date of delivery of the Database. Should RM be in breach of its representation and warranty under this Section 9.1, RM'.s entire liability and Licensee's exclusive remedy shall be, at RM's option, either (I) return of the Database in exchange for the refund of the Database License Fee paid, or (II) repair or replacement of the Database upon its return to RM; provided, however, that RM receives written notice from Licensee during the warranty period of a breach of warranty. Any replacement Database will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. 9.2 Disclaimer of Warranties. THE WARRANTY STATED IN SECTION 9.1 ABOVE IS THE SOLE AND THE EXCLUSIVE WARRANTY OFFERED BY RM. THERE ARE NO OTHER WARRANTIES RESPECTING THE DATABASE, DOCUMENTATION, OR SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, AGAINST INFRINGEMENT, OF MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE, EVEN IF RM HAS BEEN INFORMED OF SUCH PURPOSE, NO AGENT OF RM IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF RM AS SET FORTH HEREIN. 9.3 Limitation of Liability and Licensee's Indemnity. 9.3.1 LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH RM IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY RM OF THE RISK OF LICENSEE'S DAMAGES, INCLUDING CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHICH MAY ARISE IN CONNECTION WITH LICENSEE'S USE OF THE DATABASE OR DOCUMENTATION. ACCORDINGLY, LICENSEE AGREES THAT RM SHALL NOT BE LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING LOSS -OF -PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE LICENSING OR USE OF THE DATABASE, DERIVATIVE PRODUCTS, OR DOCUMENTATION. Any provision herein to the contrary notwithstanding, the maximum liability of RM 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, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort, or otherwise, shall in no case exceed the actual Database License Fee paid to RM by Licensee for the Database the license, use, or other employment of which gives rise to the liability. 12720-0009\1172239v1.doc 6 9.3.2 RM shall have no liability or obligation with respect to any Derivative Products or other modifications of the Database by Licensee. Further, if any claim is asserted by a third party that, as a result of such Derivative Products or modifications by Licensee, the Database as so modified infringes an intellectual property right of the third party, Licensee shall indemnify RM with respect to all costs or damages resulting from such claim (including attorneys' fees) and any judgment that may be awarded against RM to the extent based upon such modification. 9.3.3 RM shall indemnify Licensee for any third party claim that the Database infringes the intellectual property rights of a third party. 10. TERM OF AGREEMENT. This Agreement shall be effective for a period of one (1) year (unless terminated in accordance with the terms and conditions of Section 11). 11. DEFAULT AND TERMINATION 11.1 Events of Default. This Agreement may be terminated by the nondefaulting 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 7 (Protection of Database) or of Section 8 (Confidentiality) or makes an assignment in violation of Section 13 (Nonassignability); (c) 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; (d) a petition under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they now exist, or as they may be amended, is filed by a party; or (e) 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. 11.2 Effective Date of Termination. Termination under subparagraphs 11.1(b), (c), (d), or (e) above shall be effective on notice. In all other cases, termination 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. 11.3 Obligations on Expiration or Termination. Upon expiration or termination of this Agreement, Licensee shall cease and desist all use of the Database, and Licensee shall deliver to RM within three (3) days of termination all full or partial copies of the Database and Documentation and any variations thereof, including any Derivative Products, in Licensee's possession or under its control. Licensee acknowledges that its failure to comply with the obligations of this Section 11.3 will constitute unauthorized use of the Database, entitling RM to equitable relief under Section 8.3 above. 12. 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 12720-0009\1172239v1.doe 7 overnight courier, charges 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. 13. NONASSIGNABILITY. Licensee shall not assign or transfer this Agreement or all or any part of its rights hereunder, by operation of law or otherwise, without the prior written consent of RM. Any unauthorized assignment or transfer shall be null and void and shall constitute grounds for immediate termination of this Agreement by RM under Section 11 above. This Agreement shall inure to the benefit of and be binding upon any permitted successor or assign. 14. 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. 15. DISPUTE RESOLUTION. The parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of both parties, then each party will nominate one senior officer of the rank of Vice -President or higher, or public agency officer or official, as its representative. These representatives will, within thirty (30) days of a written request by either party to call such a meeting, meet in person and alone (except for one assistant for each party) and will attempt in good faith to resolve the dispute. If the dispute cannot be resolved by such senior managers in such meeting, the parties agree that they will, if requested in writing by either party, meet within thirty (30) days after such written notification for one day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one -day mediation, either party may begin litigation proceedings. This'procedure will be a required prerequisite before taking any additional action hereunder. Notwithstanding the foregoing, nothing herein shall prevent either party from immediately seeking interim injunctive relief against the other party in any court having jurisdiction over such other party. If a dispute is ultimately litigated, and whether the matter is concluded by settlement or by entry of a judgment by a Court, all parties shall bear their respective attorney costs and fees. Anything to the contrary herein notwithstanding, the dispute resolution procedures set forth herein shall not be applicable to actions for collection of amounts due Licensor under this Agreement. 16. SEVERABIL,ITY. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. 17. MISCELLANEOUS. 17.1 This Agreement and the exhibits 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. 12720-0009\1172239v1.doe 17.2 This Agreement may not be supplemented, modified, amended, released, or discharged except by an instrument in writing signed by each party's duly authorized representative. 17.3 All terms and conditions of this Agreement shall be deemed to be incorporated into any purchase orders, invoices or other documents issued by RM hereunder, and any other terms and conditions contained therein which are in addition to or inconsistent with the terms and conditions of this Agreement shall be deemed stricken therefrom. In the event of any conflict between any purchase order, invoice or other document and the terms of this Agreement, this Agreement shall govern. In no event will any additional terms and conditions on a purchase order be effective unless expressly accepted by RM in, writing. 17.4 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. 17.5 This Agreement may be terminated by RM if any transfer, sale, merger, or acquisition of more than fifty percent (50%) of the issued and outstanding shares or assets of the Licensee occurs. 17.6 This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. 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. K Executed this��day ofSSe'�jo4e,,12009 in the City of Vernon, California. THOMAS BROS. MAPS, a division of RM Acquisiittiion, LLC d/b/a Rand McNally By: G Name: doh A -,4 j Title: Date: CITY OF VERNON L% R Mayor/Mayor Pro-TeYn ATTEST: anuela Giron; City Clerk APPROVED 402FO F/OAORM- Laulo S. Wiener, City Attorney 12720-0009\1172239v1.doe 9 EXHIBIT A Exhibit A Product Delivery Specification > 4 4 4: h ••:y� \ 1 ti1'�{F.� \1 i?'�i...-rrrrr.� ����\• �4v'v '-. ;i<} ': 44444 4\?iii:• MAN , 1, PRODUCT FORMATS NON-STANDARD 1 ARE SUBJECT TO,,1 CHARGES ADDITIONAL '�•:ikryi:•:::4':'•'ti•':y::: �ii. ��::; y;: �: �i�. �4v:{:;t\ :,M1:;4 • .., 44.,y,. .., J \ vv .. ti � �� !?:' }.;; .. � � 4,+ . .. •' :: �: • � � }v •.; �:•.\�:.}�•::.::�.: : ' .., �� M1.. '• .::•\ ;�.} iy4�y; ti'•Y• • �\ M1 :••,1 4.,•:. ��' �. �:': :.4 :•: v 4 v �•. � 'v� �•: ii, �:•`•n••• :x� � ...\; \ \\\\,'?4 ...\.. \? \.v; v,; .v4\\\:: v:4..; \'{{: \:{:;R • ��?\ ti:>4�>.v; � � 4� i'i'':•,: \':.'•+M1 i : ��'i�i:'' n\ .. 4ti � . 1.�,.•,�4 •,•,.:�. ��.:�• � 4 � vti••.iiv: •..... �.::' .... x.v :: :.. k...\��:ti�4�y'4 �, Company ofVernonCapt. James• • • Department • • Box Phone • • • Address 4305 Santa FeAvenue Fax3238261481 City, State Vernon, 1 ZIP 90058 Email • • • • • • • • • 4' 4 •4'.4.4%;;y:: 4U:" \ ��\\ 4 � •. \ .; ��� �v �� 4\ \\ ti �\ \4 4 ��ti A\\�•k�\\\�\\.��\\\\\\\\�4.\..��1\�4:.��� i�i::icFk'� T:::44:• : 4•.'P'^. • • vim: . \.:�444::: ���\�\'��4�� \ �� 4' \:� iiiiiiiii}:}i:•ix:•k4 •: w. 4 \:::.:: •:: • • •• •• v4..; � � . \ 44 •4::. ;i•. �\� »v,.w} \\44 �\�\\\{k4 .:�}��1';�} � �.: k4\4\4�•.vvi���\'.i.�i:�.'.4ia��'.�`..ti'•iv\�\4\\��i4�� \+, '� ' i\lk}i • v �+.•4 4 44\ :}� 4 .:}.� 4k •'.'v \��??:; }�.v: • : 4 v}; i4 '• :} i*4\'i4\ \�}?i\\k�4�� i4hii�\�\�\i+�\��v���'ii\\\\'\\\\� \'i4v • tii. Geofile Products GIS Products Digital Edition Software 1.0 • Column•Database-1 • .0 DE: Business Pack NON-STANDARD NON-STANDARD • .1 DE: Viewer • DE: Toolbox • • • Control �,nv �.sn •, ••:: •• ,�������'ii44'4h'�' :i�: •��••n•;;:y ........4.,.\\. R. ��qi 4�� 1\...1.: �.�� ���\��\\\������v,.: R .v \:?i?`:'iti 4:\\2"i'4 -;4;. 4;.};.};.-.;. y��4;\" .� � ti... .:.44 �;•}:: `::•:\?•?:....\ � � \ ���� l�T+'�v+�\�'\44�\\ �@;:. ����;��ti;. �. v\ '�ti ;:::ti• �\�\v\\\\\j SPECIAL LAYERS Digital Edition Dataset • 1 • . NON-STANDARD •1 CALIFORNIA CALIFORNIA •1 CALIFORNIA CALIFORNIA OREGON 1 1 Lake Riverside Sonoma Columbia Clark AlpineAlameda Amador X Los Angeles San Benit• SutterMarion1 • 1 Butte Madera San Bernardino Tehama Multanomoh Maricopa Calaveras Marin San Diego Trinity Washington Pima Colusa Mariposa Contra Costa•• • San Joaquin Norte Merced San Luis Obispo Ventura VIRGINIA/DC El Dorado Modoc San Mateo Yolo Washington DC FresnoDel • • Santa Barbara•. Arlington Co. MontereyGlenn Alexandria Humboldt•. WASHINGTON Fairfax Co & City Imperial.• Inyo Orange Sierra King Prince Wmn/Manassas Kern Placer Siskiyou Pierce Loudoun Kings Plumas Solano Snohomish Stafford �: i��>> �:,�'�\ 44� •\� . \\�� x ':ti+ti}i � 44�• �4•,v�'•� '�'. �:• M1 4.1� +:�t \ +k •.ti'i� '��i' Lv�i � �� �� � 4 \ • "� •..�4 � ' •.•.�� ti:: � + /t��{�� \v4 �v+.4 •.}•�:,�.ti;: k.:, v{.44. • .. iti�i'�:• '.tiik'•::':. . � 4 \� 4�� Promection Datum PromectionDatum' • GEO 1 i NON-STANDARD ALL PRODUCTS —NON-STANDARD 1 DELIVERED (DESCRIBE) ON CD/ROM IN WINDOWS • 1 EXHIBIT B EXHIBIT C EXHIBIT C CONTRACT USER AGREEMENT A. Thomas Bros. maps® a division of RM Acquisition, LLC d/b/a Rand McNally, a California corporation, having offices at 17731 Cowan, Irvine, CA 92714 ("RM's"), and the City of Vernon entered into that certain Database License Agreement dated June 10, 2009, a copy of which is attached hereto as Exhibit A and incorporated by reference herein (the "Database License Agreement"). B. User is a agency, office or departments under the administrative and budget control of Licensee's board of directors, or Licensee's consultant, contractor or agent, which has a copy of all or part of the Database (as each is defined in the Database License Agreement) of Licensee and desires to use the Database, together with Licensee's Derivative Products, solely for Licensee's internal, noncommercial use and purpose (the "Purpose") pursuant to the Database License Agreement. Specifically excluded from the Purpose, but not limited to, is the public display or depiction of the Thomas Bros. Maps data on the Internet or other public electronic bulletin boards. GRANT OF RIGHTS. THIS AGREEMENT SHALL BE NULL AND VOID UNLESS AND UNTIL USER HAS DELIVERED THIS AGREEMENT TO RM. User understands and agrees that it is acquiring the right to use the Database, Documentation and Derivative Products (as each is defined in the Database License Agreement) solely for its internal, noncommercial use and purpose pursuant to the Database License Agreement, which right is nonexclusive, nontransferable and nonassignable. User shall have the right to use the Database and the Documentation to produce printouts, plots, displays, photographic film, and printed matter (the "Visual Output") for the Purpose, from the signature date of this Agreement hereof for a period not to exceed the time required to meet the User's obligations to Licensee unless earlier expired or terminated in accordance with the terms and conditions of the Database License Agreement as set forth herein. Without limiting the foregoing, Licensee understands and agrees that it shall in no event use the Database to publish maps of any kind, or map -related or any other information using the RM's Page and Grid®, for any purpose or use other than the Purpose. User further understands and agrees that it shall be bound by and subject to the terms and conditions contained in Sections 7 through 17 of the Database License Agreement. IN WITNESS WHEREOF, the User has caused its duly authorized representatives to execute and deliver this Agreement as of the date first set forth below. User: CITY OF VERNON (Please Print) By: (Please Print) 12720-0009\1172239v1.doc Hilario Gonzales 12 Date: 09-21-09 Phone: (323) 583-8811 By: � (Signature) Title: MAYOR Dept: 12720-0009\1172239v1.doc 13 CoP c�k -b C4040 OF �Lp APPROVED s, "(� IT " ; rVFGYilN4' RECEIVED SF P ® 9 2009 STAFF REPORT CITY CLERK'S OFFICE Police Department DATE: June 9, 2009 TO: Honorable Mayor and City Council FROM: Captain James Rodino RE: Ratification of Municipal Database License Agreement Purpose The purpose of this staff report is to obtain Council approval for the ratification of a Municipal Database License Agreement with Thomas Bros. Maps. Background The Police Department purchased licensing with Thomas Bros. Maps to acquire Los Angeles County area data for Geographical Information Systems (GIS) base -maps. The Thomas Brothers Los Angeles County map layer will be used in conjunction with our GeoComm mapping software for the purpose of public safety operations and activities. These public safety activities include: regional planning, mutual aid tactical deployments; pursuits that leave the jurisdictional boundary of Vernon; and investigative activities that occur throughout Los Angeles County. Thomas Bros. Maps digital database is the same database used to create the comprehensive detail of the Thomas Bros. printed map guide which offers accurate GIS mapping layers to desktop users. This easy -to -use GIS data allows us to look up addresses, save multiple locations for future reference, copy and paste maps into other documents, and print out manuscript quality maps with the same coverage as the standard Thomas Guide®. Thomas Bros. Maps digital database contains 15 different GIS mapping layers upgraded annually and offers the high standards of quality and digital accuracy up to 10-foot spatial accuracy for which Thomas Bros. Maps has always been known. Analysis The Police Department purchased a one-year license agreement which will be renewed yearly. The agreement, once ratified by City Council, will expire on September 21, 2010. It is our recommendation to proceed with the one-year municipal database license agreement in order for the Police Department to utilize Thomas Brothers Los Angeles County map layer. Fiscal Impact There is no fiscal impact to the City. The money for the one-year licensing was appropriated in the Police Department's Fiscal Year 2008-2009 operating budget. 4— Recommendation Staff recommends Council approve a resolution that ratifies the attached Municipal Database License Agreement with Thomas Bros. Maps. Additional Information The agreement between THOMAS BROS. MAPS ® (TBM), division of RM Acquisition, LLC d/b/a Rand McNally and the City of Vernon has been approved as to form by Diana H. Varat, one of the City's attorneys from Richards, Watson & Gershon. VERNON POLICE DEPARTMENT OFFICE MEMORANDUM September 8, 2009 6 d� TO: Donal O'Callaghan, City Administrator FROM: Steve Towles, Chief of Police SUBJECT: Ratification of Municipal Database License Agreement Attached is a Staff Report requesting the City Council approve a Municipal Database License Agreement between the City of Vernon and Thomas Brothers Maps. On March 30, 2009, the City, on behalf of the Police Department, issued a Purchase Order (P.O. #011.0003779) for (1) Municipal Site License for Digital GIS Graphic Data for Los Angeles County. This product will work with the Police Department's GeoComm mapping software in the Communications Center and on certain desktop locations. The data provided would allow the Police Department to conduct regional planning, plan and track mutual aid tactical deployments, track pursuits that leave the jurisdictional boundaries of Vernon and be a valuable resource for conducting investigative activities throughout Los Angeles County. Following the issuance of the Purchase Order, Thomas Brothers sent us the Municipal Database License Agreement. The Agreement has been reviewed and approved as to form by Diana Varat of Richards, Watson & Gershon. Once approved by the City Council, the Agreement will be forwarded to Thomas Brothers. Attached is a copy of the Staff Report, Municipal Database License Agreement and a copy of the original P.O. #011.0003779. RECEIVED S E P 0.8 2009 BY: - MUNICIPAL LICENSE QUOTATION Thank you for considering Thomas Bros. Maps for your mapping needs. Attached is license pricing . for Thomas Bros. Maps (TBM) GIS Database for the counties as specified in the Quotation. Thomas Bros. Maps has been creating, updating and publishing high -quality street reaps since 1915. We are recognized as the leader in database completeness and quality. Only Thomas Bros. offers: ♦ Publication quality digital GIS data ♦ Cartographic quality street name annotation ♦ Annual updates with term. licensing ♦ I 0-foot spatial accuracy in core urban areas ♦ Thomas Bros. Maps Page and GridTM reference system ♦ A full reap product line produced from the same master GIS database. I look forward to working with you. Please call me if you have any questions. Contact: Jean A. T�irner National Account Manager Thomas Bros. Maps ' Direct Line: (949) 757-5551 Fax: (949)261-1189 E-mail: jturner@thomas.com 4 Thomas Bros. Maps Quotation Prepared for City of Vernon February 25, 2009 Thomas Bras. Maps (TBM) is pleased.to offer the City of Vernon a municipal site -license for digital GIS Graphic data in the county as specified in this quotation. Product: TBM proposes to provide digital GIS Graphic data. Counties: Los Angeles County Term: One (1) Year Annual.License Fee: $3,000 Note; .License fees assume acceptance of standard delivery formats and standard license language. License; TBM retains ownership of the data and offers a.municipal license to use the database under terms of a municipal license agreement. At the end of the term contract, the municipal licensee has the option to renew the municipal license under the same terms and conditions, or not renew and delete the TBM database frond all of its computers. No additional license fee is required for internal (intranet) usage of data by city departments, provided that such use is for non-commercial, governmental purposes only. Usage: The city is entitled to use,the data which falls within the city, and up to a one -mile buffer beyond the city limits, provided that this use is internal and for the specific purpose listed in the License Agreement. In addition, the .city is entitled to use all the data in the county for regional planning purposes, mutual aid, investigative activities and pursuits only. . Delivery: TBM agrees to deliver one (1) copy of the database in NAD 83, Shape File format, latitude/longitude. Data shall be delivered on a CD within 30 days of receipt of signed municipal license agreement and a check or purchase order for the database license fee. Proposed Period: This proposal and quotation is valid for 60 days and is confidential. Vernon Police Department .To: Chief Towles From: Captain Rodino Date: March 25, 2009 RE: Purchase of L.A. County GIS Data ........ ......... _ ... __..,..-..... ....... ............................. ....... .... ...... .........- _........... ......... ............ Comments: The Vernon Police Department is in the process of updating our a Geographic Information System (GIS) to help it find better ways to carry out its mission. to plan, provide, and actively manage critical incidents and aid in the deployment of resources. GIS helps organizations access, interpret, and share information fasterand easier by organizing data geographically. The power of GIS is magnified by its ability to compare and analyze multiple data sets. Moreover, unlike f systems that rely on paper documents for information storage, a GIS lets you collect and store data once and retrieve it automatically from multiple locations when needed. It is becoming an essential tool for managing information in a multitude of organizations. Local governments have used GIS to increase operational efficiencies for more than 30 years. Currently, GeoComm is in the process of overhauling the. GIS mapping solution we presently are using. Our current map is rudimentary in appearance and lacks a countywide streets layer.. This puts us at a disadvantage when a pursuit leaves our city or when there is a mutual aid request outside of our jurisdiction. GeoComm contacted the Los Angeles County Department of Regional Planning to see if they could provide us with a countywide streets layer. They spoke with GIS Manager Nick Francino. He stated the best source for a Los Angeles countywide streets layer is Thomas Brothers Map Products. I contacted Thomas Brothers Maps and spoke with Account Manager Jean Turner 949-757-5551. She provided me with a yearly licensing quote for L.A. County GIS data in the amount of $3,000 per year. MUNICIPAL LICENSE QUOTATION Thank you for considering Thomas Bros. Maps for your mapping needs. Attached is license_ pricing for Thomas Bros. Maps (TBM) GIS Database for the counties as specified in the Quotation. Thomas Bros. Maps has been creating, updating and publishing high -quality street maps since 1915. We are recognized as the leader in database completeness and quality. Only Thomas Bros. offers:. ♦ Publication quality digital GIS data ♦ Cartographic quality street name annotation ♦ Annual updates with term licensing ♦ 10-foot spatial accuracy in core urban areas ♦ Thomas Bros. Maps Page and GridTm reference system A full map product line produced from the same master GIS database. I look forward to working with you. Please call me if you have any questions. Contact: Jean A. Turner National Account Manager Thomas Bros. Maps 1 Direct Line: (949) 757-5551 Fax: (949) 261-1189 E-mail: jtumer@thomas.com Thomas Bros. Maps. Quotation Prepared for City of Vernon February 25, 2009 Thomas Bros. Maps (TBM) is pleased to offer the City of Vernon a municipal site -license for digital GIS Graphic data in the county as specified in this quotation. Product: TBM proposes to provide digital GIS Graphic data. Counties: Los Angeles County Term: One (1) Year Annual.License Fee: $3,000 Note: License fees assume acceptance of standard delivery formats and standard license language. License: TBM retains ownership of the data and offers a municipal license to use the database under terms of a municipal license agreement. At the end of the term contract, the municipal licensee has the option to renew the municipal license under the same terms and conditions, or not renew and delete the TBM database from all of its computers. No additional license fee is required for internal (intranet) usage of data by city departments, provided that such use is for non-commercial, governmental purposes only. Usage: The. city is entitled to use the data which falls within the city, and up to a one -mile buffer beyond the city limits, provided that this use is internal and for the specific purpose listed in the License Agreement. In addition, the city is entitled to use all the data in the county for regional planning purposes, mutual aid, investigative activities and pursuits only. Delivery: TBM agrees to deliver one (1) copy of the database in NAD 83, Shape File format, latitude/longitude. Data shall be delivered on a CD within 30 days of receipt of signed municipal license agreement and a check or purchase order for the database license fee. Proposed Period: This proposal and quotation is valid for 60 days and is confidential.