Resolution No. 2012-013RESOLUTION NO. 2012-13
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AGREEMENT NO. VERNON-MK111231CG BY AND BETWEEN THE
CITY OF VERNON AND DIGITAL MAP PRODUCTS, INC. FOR
AERIAL MAPPING SERVICES
WHEREAS, Digital Map Products, Inc. ("DMP") has provided
data to the City of Vernon relating to a geographic information system
("GIS") and is an authorized sublicensor of products owned by DMP or
purchased by DMP from various third parties pertaining to parcel and
right-of-way data, property attributes, maps and photos; and
WHEREAS, on April 6, 2009, the City Council of the City of
Vernon adopted Resolution No. 9910 approving a CityGIS Service
Subscription and Sublicense Agreement with Digital Map Products, Inc.
("DMP") to become a subscriber to such services and an authorized
sublicensor to access and use the content of the service; and
WHEREAS, by memorandum dated January 4, 2012, the Director
of Light & Power has recommended that the City execute Agreement No.
Vernon-MK111231CG (the "Agreement") with DMP relating to Thomas Bros.
Map data and property records to facilitate services provided to the
Vernon community; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into the agreement with DMP for the continuation of
aerial mapping services.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY.COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Agreement No. Vernon-MK111231CG (the "Agreement") with
Digital Map Products, Inc., a copy of which is attached hereto as
Exhibit A.
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
instructs the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized.
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or the City Clerk's designee, to send a fully
executed Agreement to Digital Map Products, Inc.
2
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
the City Clerk's certification to be entered in the File of
Resolutions of the Council of this City.
APPROVED AND ADOPTED this 17th day of January, 2012.
Name: William J. Davis
Title:—t f / Mayor Pro-Tem
- 3 -
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution
No. 2012-13, 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 Tuesday, January 17, 2012, and thereafter was duly signed by
the Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this day of January, 2012, at Vernon, California.
(SEAL)
4
EXHIBIT A
Approved
ATTEST:
DIGITAL MAP
PRODUCTS
18831 Von Kerman Avenue
Suite 200
Irvine, CA 92612
Address & Contact Information
Company Name:
City of Vernon
Contact Name:
Andrei Yermankov
Billing email:
avemakov(naci.vernon.ra.us
Billing Phone:
323-583-8811 x248
Terms and Conditions
Start Date: December 31, 2011
Contract End Date: December 30, 2012
Billing Method: Email or Hardcopy
Provided Content
Agreement No. Vemon-MK111231CG
Order form
Agreement Proposed by: Mary Kane
Bill To: City of Vernon
4305 S Santa Fe Ave
Vernon CA 90058
Payment Method: Check
Payment Terms: Net 30
Billing Frequency: Annual
CityGIS' Enterprise Product Solution One year $19,250.00
• Unlimited Users
• Geographic Coverage - State of California: Los Angeles County (City of Vernon limit with 500 ft. buffer)
Data Deliver
• Thomas Brothers Maps, Property Records
On -Demand Data Kit, Los Angeles County, CA
• Aerials, Parcels, Tax Roll, Weekly Recorder Roll, Transaction History, Streets, POI, State,
County, City, Zip, Census
Tax Maps, CA, Los Angeles
• Premium Layer - XML Tax Maps
Customer Success Program
• DMP Technical Support (Online and Telephone)
• Customer Care Center (Help, Documentation and more)
• Instructor Led Live e-Learning Web Sessions
• Self -Paced Training Videos
Total Price
Included
Included
Included
Included
$19,250.00
The parties agree to the terms contained herein Including all exhibits. This Agreement may be executed in counterparts with the
same force and effect as If executed in one complete document.
CITY OFVERNON
By:
Print Name: William Davis
Title: Mayor Pro —Tern
Date:
as to Form:
By:
Print Name: Wi 11 and (:. Yamaguchi
Title: I mef Chief Deputy City Attorney
Date:
By:
Print Name:Wi11_ard G. Yamaguchi
Title: City Clerk
Date: ;
DIGI141. MAP PRODU.Cirs, INC
B
James S (u
Title: Presi nit
Date:
By:
Robert H 1
Title: CFO
Date: R
Pagel of 3
PRODUCTS MAP
Agreement No. Vemon-MK311231CG
1. LICENSE, SUBSCRIPTION, AND PAYMENT
1.1 License, subject to the terms of this Agreement, DMP grants to Customer a limited, non-exclusive, non -transferable,
and non -assignable license to access and use the Provided Content. Customer's access and use of the Provided Content
shall be solely for its normal internal business activities by its employees and consistent with Customer's representations
to DMP. Customer agrees not to sell, pledge, assign, sub -license or otherwise transfer to any third party the Provided
Content. The Provided Content shall be viewed solely through authorized access of the Web site.
1.2 Payment for the License and Subscription. In exchange for the license or services granted, the Customer agrees to
pay all the fees listed in this order. All invoices are due upon receipt and are payable in accordance with the payment
schedule. Any invoice not paid within thirty (30) days of Its scheduled payment date shall be considered past due.
1.3 Non -Payment or Failure to Pay. A charge of one and one-half percent (1.5%) per month may be assessed on any
outstanding and past due invoices until paid in full. Customer will be charged for any cast of collections including, but not
limited to, agent fees, legal fees and 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. If DMP does not receive from Customer payment for the Invoiced amount within thirty (30)
days of its due date, DMP may suspend Customers access and use of the Provided Content,. until Customer brings Its
account current.
2. DURATION OF AGREEMENT & TERMINATION
2.1 Term of Agreement. This Agreement will continue for the period defined In the Order Form as the Initial Term. Upon
termination of this Agreement, all licenses granted by DMP under this Agreement are immediately revoked.
2.2 Termination by Customer. DMP shall have the right to make a material modification to any Of the content of, or
discontinue any of the content of the Provided Content 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.
3. WARRANTY & LIMITATION OF LIABILITY
3.1 Limited Warranty. Each party represents and warrants that it has full power and authority to enter into this
Agreement. Each party will indemnify and defend the other and Its officers, directors, employees, and agents from third
party claims arising out of or related to a breach of such party's representation or warranty in this Agreement.
3.2 Disclaimed Warranties. Except for any express warranties, DMP and each contributor to the Provided Content
disclaims all warranties, Including but not limited to any warranty of design, merchantability, fitness for a particular
purpose, and against infringement. DMP and each contributors make no representation or warranties that the Provided
Content is accurate and free of errors and/or omissions. As such the Provided Content is not suitable for use In
emergencies. Customer accepts the Provided Content on an "as Is", "as available" basis.
3.3 Limitation of Liability. DMP shall not be liable for any loss, injury, claim, or damage of any kind resulting in any way
from Customer's use of the Provided Content (regardless of any assistance from DMP In using the content) or from any
delay or failure in performance beyond the reasonable control of DMP. The aggregate and maximum liability of DMP in
connection with any claim arising out of or relating to this Agreement shall be limited to a refund of 12 months of fees
and taxes paid by Customer to DMP. DMP shall not be liable for any special, indirect, Incidental, or consequential
damages of any kind whatsoever (including attorneys' fees) arising In connection with Customers use of the Web site,
Provided Content, or the failure of DMP to perform Its obligations, regardless of any negligence alleged.
Page 2 of 3
MAP
PRODUCTS ODTAI Agreement No. Vemon-MK111231CG
4. RULES AND OBLIGATIONS
4.1 Ownership. Customer acknowledges that the Web site and Provided Content are the intellectual property (patent,
trademark, trade dress, copyright, trade secret) of DMP and agrees not to infringe DMP's intellectual property rights.
4.2 Copyright. Customer understands that DMP licenses copyrighted content and also understands that access and use of
this copyrighted content is restricted by this agreement, DMP's copyrights and by the licenses granted to DMP by third
parties.
4.3 Rights Reserved by DMP. Except for the license rights granted in this Agreement, DMP retains all rights in the
Provided Content.
4.4 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 and Provided Content including any visual or hardoopy depictions of .
the same (i.e. Visual Output(s) or Print Output(s)).
4.5 Trade Secrets and Confidential Information. Customer also understands that the Web site and Provided Content
are based on and include proprietary trade secrets and confidential information of DMP. Customer will not modify, adapt,
translate, reverse engineer, decompile, or disassemble any portion of the Web site or Provided Content. To the extent
allowed by law, Customer will treat the Web site and Provided Content with at least the same degree of rare (and no less
than a reasonable degree of care) as that which it treats its own trade secrets and confidential information.
4.6 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 the Customer under this Agreement. DMP may use this information solely to
Improve DMP's products or to provide customized services or technologies. _
4.7 Works By DMP. Customer agrees that any works commissioned or undertaken by DMP pursuant to this Agreement
shall be and remain the property of DMP.
4.8 New Use. Customer agrees that any use of any content contained on the Web site not authorized by this Agreement is
strictly prohibited. Any improvements or future methods or means of accessing or using the Provided Content are
expressly reserved to DMP. Customer further agrees that only individuals employed and authorized by the subscribing
organization may access and use the Web site.
4.9 Injunctive Relief. Customer acknowledges that Its use of the Provided Content for a use not specifically provided for in
this Agreement. DMP will not have an adequate remedy in money or damages. As such, should Customer misuse the
Provided Content, DMP and its Contributors shall have the right to seek injunctive relief against Customer to cease the
misuse of the Provided Content.
S. ADDITIONAL PROVISIONS
5.1 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 assignee.
5.2 Entire Understanding. This Agreement is the parties' entire agreement relating to Its subject, and supersedes any
prior or contemporaneous agreement on that subject. Any amendment must be in writing and expressly state that It is
amending this Agreement.
5.3 Governing Law & Arbitration. This Agreement is governed by California law, excluding California's choice of law rules.
All disputes relating to this Agreement will be subject to binding arbitration pursuant to the rules 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. Judgment on the arbitration award may be entered in any court having jurisdiction
thereof. For the purpose of entry of judgment on such an award, the parties consent to personal jurisdiction in the courts
of Orange County, California.
Page 3 of 3
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
January 18, 2012
Mary Kane
Digital Map Products
18831 Von Karman Avenue, Suite 200
Irvine, CA 92612
Re: Aerial Mapping Services —Agreement No. VERNON-MKI I I231CG
Dear Ms. Kane:
Transmitted herewith is a fully executed agreement as referenced above, approved by City
Council on January 17, 2012, through Resolution No. 2012-13.
If you have any questions regarding this matter, please call Andrei Yermakov, at (323) 583-8811
ext. 248.
Very ly yours,
ILLARD
City Clerk
WGY:dj
Enclosure
c: Carlos Fandino
Andrei Yermakov
Purchasing Department
Resolution No. 2012-13
Agreement No. 12-008
Excfusivefy Industrial
Approved
ATTEST:
DIGITAL MAP
PRODUCTS
18831 Von Karman Avenue
Suite 200
Irvine, CA 92612
Address & Contact Information
Company Name:
City of Vernon
Contact Name:
Andrei Yermankov
Billing email:
avemakov(iaci.vernon.ca.us
Billing Phone:
323-583-8811 x248
Terms and Conditions
Start Date: December 31, 2011
Contract End Date: December 30, 2012
Billing Method: Email or Hardcopy
Provided Content
Agreement No. Vernon-MK111231CG
Order Form
Agreement Proposed by: Mary Kane
BIII To: City of Vernon
4305 S Santa Fe Ave
Vernon CA 90058
Payment Method: Check
Payment Terms: Net 30
Billing Frequency: Annual
Product Renewal Term
Price
CityGIS' Enterprise Product Solution One year
$19,250.00
✓ Unlimited Users
• Geographic Coverage - State of California: Los Angeles County (City of Vernon limit with 500 ft. buffer)
Data Deliver
Included
• Thomas Brothers Maps, Property Records
On -Demand Data Kit, Los Angeles County, CA
Included
• Aerials, Parcels, Tax Roll, Weekly Recorder Roll, Transaction History, Streets, POI, State,
County, City, Zip, Census
-
Tax Maps, CA, Los Angeles
Included
• Premium Layer - XML Tax Maps
Customer Success Program Included
DMP Technical Support (Online and Telephone)
• Customer Care Center (Help, Documentation and more)
• Instructor Led Live e-Learning Web Sessions
• Self -Paced Training Videos
Total Price $19,250.00
The parties agree to the terms contained herein including all exhibits. This Agreement may be executed in counterparts with the
same force and effect as if executed In one complete document.
CITY OFV RNp� f /\ DIGI L MAP PRO , INC.
Print Name: William DaviA James Scu
Title: 04NfrutE90D M or 2a o Pro—Tem Title: Presi nt
Date: / 9 Date: 20
as t o
By: By:
Pri a e: Robert H
Title: C Dep6Cy City Attorney Title: CFO
Date: / Date: 12I1 q11
Title:
Date:
Pagel DO
DIGITAL MAP Agreement No. Vernon-MK111231CG
1. LICENSE, SUBSCRIPTION, AND PAYMENT
1.1 License. Subject to the terms of this Agreement, DMP grants to Customer a limited, non-exclusive, non -transferable,
and non -assignable license to access and use the Provided Content. Customer's access and use of the Provided Content
shall be solely for its normal internal business activities by its employees and consistent with Customer's representations
to DMP. Customer agrees not to sell, pledge, assign, sub -license or otherwise transfer to any third party the Provided
Content. The Provided Content shall be viewed solely through authorized access of the Web site.
1.2 Payment for the License and Subscription. In exchange for the license or services granted, the Customer agrees to
pay all the fees listed in this order. All invoices are due upon receipt and are payable in accordance with the payment
schedule. Any invoice not paid within thirty (30) days of its scheduled payment date shall be considered past due.
1.3 Non -Payment or Failure to Pay. A charge of one and one-half percent (1.5%) per month may be assessed on any
outstanding and past due Invoices until paid in full. Customer will be charged for any cost of collections including, but not
limited to, agent fees, legal fees and 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. If DMP does not receive from Customer payment for the invoiced amount within thirty (30)
days of its due date, DMP may suspend Customer's access and use of the Provided Content, until Customer brings its
account current.
2. DURATION OF AGREEMENT & TERMINATION
2.1 Term of Agreement. This Agreement will continue for the period defined In the Order Form as the Initial Term. Upon
termination of this Agreement, all licenses granted by DMP under this Agreement are immediately revoked.
2.2 Termination by Customer. DMP shall have the right to make a material modification to any of the content of, or
discontinue any of the content of the Provided Content 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.
3. WARRANTY & LIMITATION OF LIABILITY
3.1 Limited Warranty. Each party represents and warrants that it has full power and authority to enter into this
Agreement. Each party will indemnify and defend the other and its officers, directors, employees, and agents from third
party claims arising out of or related to a breach of such party's representation or warranty in this Agreement.
3.2 Disclaimed Warranties. Except for any express warranties, DMP and each contributor to the Provided Content
disclaims all warranties, Including but not limited to any warranty of design, merchantability, fitness for a particular
purpose, and against infringement. DMP and each contributors make no representation or warranties that the Provided
Content is accurate and free of errors and/or omissions. As such the Provided Content Is not suitable for use in
emergencies. Customer accepts the Provided Content on an "as is", "as available" basis.
3.3 Limitation of Liability. DMP shall not be liable for any loss, injury, claim, or damage of any kind resulting in any way
from Customer's use of the Provided Content (regardless of any assistance from DMP In using the content) or from any
delay or failure in performance beyond the reasonable control of DMP. The aggregate and maximum liability of DMP In
connection with any claim arising out of or relating to this Agreement shall be limited to a refund of 12 months of fees
and taxes paid by Customer to DMP. DMP shall not be liable for any special, Indirect, incidental, or consequential
damages of any kind whatsoever (Including attorneys' fees) arising In connection with Customer's use of the Web site,
Provided Content, or the failure of DMP to perform Its obligations, regardless of any negligence alleged.
Page 2 of 3
DIGITAL MAP
Agreement No. Vernon-MK111231CG
4. RULES AND OBLIGATIONS
4.1 Ownership. Customer acknowledges that the Web site and Provided Content are the intellectual property (patent,
trademark, trade dress, copyright, trade secret) of DMP and agrees not to infringe DMP's intellectual property rights.
4.2 Copyright. Customer understands that DMP licenses copyrighted content and also understands that access and use of
this copyrighted content Is restricted by this agreement, DMP's copyrights and by the licenses granted to DMP by third
parties.
4.3 Rights Reserved by DMP. Except for the license rights granted In this Agreement, DMP retains all rights in the
Provided Content.
4.4 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 and Provided Content including any visual or hardcopy depictions of
the same (i.e. Visual Output(s) or Print Output(s)).
4.5 Trade Secrets and Confidential Information. Customer also understands that the Web site and Provided Content
are based on and Include proprietary trade secrets and confidential information of DMP. Customer will not modify, adapt,
translate, reverse engineer, decompile, or disassemble any portion of the Web site or Provided Content. To the extent
allowed by law, Customer will treat the Web site and Provided Content 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.
4.6 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 the Customer under this Agreement. DMP may use this information solely to
Improve DMP's products or to provide customized services or technologies.
4.7 Works By DMP. Customer agrees that any works commissioned or undertaken by DMP pursuant to this Agreement
shall be and remain the property of DMP.
4.8 New Use. Customer agrees that any use of any content contained on the Web site not authorized by this Agreement is
strictly prohibited. Any improvements or future methods or means of accessing or using the Provided Content are
expressly reserved to DMP. Customer further agrees that only individuals employed and authorized by the subscribing
organization may access and use the Web site.
4.9 Injunctive Relief. Customer acknowledges that Its use of the Provided Content for a use not specifically provided for in
this Agreement. DMP will not have an adequate remedy in money or damages. As such, should Customer'misuse the
Provided Content, DMP and its Contributors shall have the right to seek injunctive relief against Customer to cease the
misuse of the Provided Content.
S. ADDITIONAL PROVISIONS
5.1 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 assignee.
5.2 Entire Understanding. This Agreement is the parties' entire agreement relating to its subject, and supersedes any
prior or contemporaneous agreement on that subject. Any amendment must be in writing and expressly state that It Is
amending this Agreement.
5.3 Governing Law & Arbitration. This Agreement is governed by California law, excluding California's choice of law rules.
All disputes relating to this Agreement will be subject to binding arbitration pursuant to the rules 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. Judgment on the arbitration award may be entered in any court having jurisdiction
thereof. For the purpose of entry of judgment on such an award, the parties consent to personal jurisdiction in the courts
of Orange County, California.
Page 3 of 3
RECEIVED 40
JAN 0 5 2012 STAFF REPORT
CITY CLERK'S OFFICE LIGHT & POWER
(1(7 el / /a
2,0- RECFEIVED
DATE: January 4, 2012
TO: Honorable Mayor and City Council
FROM: Carlos R. Fandino, Jr., Director of Light & Power`^
JAN 0 4 2012
CITY ADMINISTRATION
RE: Digital Map Products Subscription Services for 12/31/11—12/30/2012
PURPOSE:
Renewal of aerial mapping services for a one-year period from December 31, 2011
through December 30, 2012. This system is used on a daily basis by the Water,
Engineering, Planning, Health, Police and Fire Departments to access information,
serve constituents, and collaborate on projects.
RECOMMENDATION
The attached agreement has been reviewed and approved as to form by the Legal
Department. It is recommended that this agreement be placed on the agenda for
consideration and approval by City Council at the January 17, 2012 meeting.
FISCAL IMPACT
Total price for Digital Map Products agreement for a one year period is $19,250.00
CRF::ah
Attachments:
Two (2) Digital Map Products Agreement No. Vernon-MK111231CG
CITY ATTORNEYS OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: December 21, 2011
TO: Carlos R. Fandino, Director of Light & Power
FROM: Willard G. Yamaguchi, Chief Deputy City Attorney,%(J�\
RE: Digital Map Products Subscription Services
I have received and reviewed the Memorandum dated December 20, 2011,
and the attachments thereto.
Agreement No. Vernon-MK111231CG for aerial mapping services is
approved as to form.
WY:em
Enclosures