Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
2000 - Digital Map Products - Geographical Information System (GIS)
I' DIGITAL MAP Date: 5/29/2019 4:08 PM PRODUCTS Solution Specialist: Mary Kane 5201 California Avenue,Suite 200 Agreement#: Q-01856-2 Irvine,CA 92617(949)333-5111 Expires On: 6/30/2019 Company Name ROSEMEAD,CITY OF Company DBA Contact Name Ben Kim Billing Information (if different from Company) Position Director of Community Development Company Name Rosemead,City of Street Address 8838 E.Valley Blvd. Street Name 8838 E.Valley Boulevard City Rosemead City Rosemead State/Province CA State/Province CA Zip/Postal Code 91770 Zip/Postal Code 91770 Phone 626-569-2169 Billing Contact Ben Kim Email bkim@cityofrosemead.org Billing Phone 626-569-2169 Email bkim@cityofrosemead.org ACCOUNT LIAISON Contact Name Lily Valenzuela Agreement Term 7/1/2019 thru 6/30/2023 Email Itrinh@cityofrosemead.org Contract Term 48 Phone (626)569-2142 Payment Terms Net 30 Billing Frequency Annually Billing Method Email Payment Method Check Quote Type Renewal Billing Note If Payment Method by credit card or electronic funds transfer,then the Initial invoice will be the first full period, plus the pro-rated period from the start of the Agreement Term to the Billing Start Date. If Payment Method is by check and the Billing Frequency is Monthly,then the Initial invoice will be the first two full months, plus the pro-rated period from the start of the Agreement Term to the Billing Start Date. *The Gross Price Total set forth below does not include applicable taxes which will be calculated and included on the invoice from Digital Map Products, Inc. Subscription QTY/UNIT PART# DESCRIPTION CONTRACT DISC(%) CONTRACT AVERAGE LIST PRICE EXTENDED ANNUAL PRICE PRICE 1.00 GovClarity- GovClarity Single Dept-Single USD 15.00 USD USD SingleDept Dept 30,400.00 25,840.00 6,460.00 USD USD 25,840.00 6,460.00 Updated 08/1/2018 Page 1 of 5 Contract Price Average Annual Price Subscription Total USD 25,840.00 USD 6,460.00 Data Total USD 0.00 USD 0.00 Professional USD 0.00 USD 0.00 Services Total Other Total USD 0.00 USD 0.00 Gross Price Total USD 25,840.00 USD 6,460.00 Other Deal Terms&Processing Instructions Renew GovClarity subscription, remove GovOutreach API. Departmental Contract pricing based on a 4-year term. Limited number of twelve(12)Users.Additional Users may be added at an additional annual cost of$1,000 per User. The parties agree to the terms contained herein including the attached Web Application Subscription Terms and Conditions and all exhibits. ROSEMEAD,CITY OF DIGITAL MAP PRODUCTS, INC. By:.P#env By: Name:Ben Kim Name: Title:Director of Community DE Title: Date:Jun 17,2019 Date: Updated 08/1/2018 Page 2 of 5 Web Application Subscription Terms and Conditions By executing the Agreement,You agree that the Agreement terms govern Your acquisition and use of the Licensed Products. If You are entering into this Agreement on behalf of a company or other legal entity,You represent that You have the authority to bind such entity and its affiliates to these terms, in which case the terms"You"or"Your"shall refer to the entity and its affiliates. If You do not have such authority,or if You do not agree with these terms and conditions,You must not accept the Agreement and may not accept or use the Licensed Products. 1.DEFINITIONS "Agreement" means the combination of the Order Form and these Web Application Subscription Terms and Conditions. In the event of any conflict between these Web Application Subscription Terms and Conditions and the Order Form,these Web Applications Subscription Terms and Conditions will apply. "Content"means any content provided through the Web Application(whether created by Us or Our third-party licensors),and includes but is not limited to any information portrayed or rendered in any manner through the Web Application, including maps,data,analysis and images of any kind. "Effective Date"The Agreement is effective as of the date of the last signature of the parties on both the Order Form and these Web Application Subscription Terms and Conditions. "Order Form"means an ordering document specifying the specifics of what is being provided hereunder that is entered into between You and Us, including any addenda and supplements thereto. By entering into an Order Form hereunder,an affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. "User"means an individual who is authorized by You to use the Web Application,for whom You have ordered the Web Application,and to whom You(or We at Your request)have supplied a user identification and password. "We,""Us"or"Our"means Digital Map Products, Inc.or its affiliates. "Web Application"means the product You have requested access to and that has been ordered by You under this Agreement and has been made available by Us,excluding any third-party web sites,content,or applications that our products and services link to. Any use of the term Web Application shall be assumed to include Content. "You"or"Your"means the company or other legal entity for which you are accepting this Agreement,and Affiliates of that company or entity. "Your Data"means electronic data and information submitted by or for You to be incorporated into the Web Application. 2.WEB APPLICATION,CONTENT,AND USAGE 2.1.Web Application and Content.We will(a)make the Web Application available to You pursuant to this Agreement and the Order Form, (b)provide support for the Web Application to You pursuant to any such indication on the Order Form. Unless expressly provided otherwise,the Web Application is purchased as a subscription,and subject to usage limits, including,for example, (i)the number of Users and the geographic coverage areas specified in the Order Form and(ii)You may not extract more than 30,000 property records per month without a separate data license. Unless otherwise specified,the Web Application may not be accessed by more than the number of Users indicated,a User's password may not be shared with any other individual,and Users will not attempt to access information or functionality outside of the purchased geographic coverage areas. 2.2 Your Responsibilities. You will(a)be responsible for Users'compliance with this Agreement, (b)be responsible for the accuracy, quality,and legality of Your Data and the means by which You acquired Your Data,(c)use commercially reasonable efforts to prevent unauthorized access to or use of the Web Application,and notify Us promptly of any such unauthorized access or use,and(d)use the Web Application in accordance with any applicable laws and government regulations. 2.3 Usage Restrictions. You will not(a)make the Web Application available to,or use the Web Application for the benefit of,anyone other than You or Users, (b)sell, resell, license,sublicense,distribute, rent,or lease any portion of the Web Application,(c)use the Web Application to store or transmit infringing,libelous,or otherwise unlawful or tortious material,or to store or transmit material in violation of third-party privacy rights, (d)interfere or disrupt the integrity or performance of the Web Application or third-party data,(e) copy the Web Application or any part,feature,function,or user interface thereof, (f)copy,extract,or store Content except as expressly permitted,(g)frame or mirror any part of the Web Application,other than framing on Your own intranets or otherwise for Your own internal business purposes, (h)process, extract,conduct load testing on,or place undue load on any part of the Web Application except as expressly permitted, (i)use the Web Application for marketing or telemarketing purposes;or(j)access the Web Application in order to build or enhance a competitive product or service. Updated 08/1/2018 Page 3 of 5 2.4.Future Functionality, Updates,and Beta Services.You agree that Your purchase of use of the Web Application is not contingent on the delivery of any future functionality or content, nor dependent on any oral or written public comments made by Us regarding future functionality or content. You agree that We may make changes to the Web Application over time for any reason,without limitation,and that We may not continue to provide or support older versions of the Web Application. We may invite You to try other Web Applications and options to Web Applications.Any such additional Web Applications and options may be subject to additional or separate terms and fees. In the event that such other Web Applications and options are trials or beta products,we will have no liability for any harm or damage arising out of Your use of such. 3.FEES, PAYMENT,AND TERM 3.1. Fees and Payment. You will pay all fees specified in the Order Form plus any applicable taxes, levies,duties,or similar governmental assessments of any nature. Except as otherwise specified herein or in an Order Form,(a)fees are based on the purchased use and not actual incremental usage,(b)payment obligations are non-cancelable and fees paid are non-refundable,(c) fees shall be made in advance in accordance with the frequency stated in the Order Form,(d)quantities or add-ons purchased cannot be decreased during the relevant subscription term,and(e)unless otherwise stated in the Order Form, invoiced charges are due Net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information and notifying Us of any changes to such information. 3.2. Non-Payment or Failure to Pay. A charge of 1.5%per month may be assessed on any outstanding and past due invoices until paid in full. You will be charged for any cost of collections including, but not limited to,agent fees, legal fees and costs,and other associated expenses. If Your access and use is terminated or suspended due to nonpayment or non-compliance,You shall nonetheless still be responsible for any fees as set forth in this Agreement. If We do not receive from You payment for the invoiced amount within thirty(30)days of its due date,We may suspend Your access and use of the Web Application, until You bring Your account current. 3.3.Term of Agreement. This Agreement will continue for the period defined in the Order Form as the Agreement Term("Initial Term"). After the Initial Term,this Agreement shall automatically renew for additional twelve(12)month periods("Renewal Term") unless either party provides written notification to the other party of its intent not to renew at least sixty(60)days prior to the expiration of the then Initial Term or Renewal Term. For any Renewal Term,all fees shall increase by 2%over the previous Term. Upon termination,any licenses or rights granted by Us under this Agreement are immediately revoked. 4. PROPRIETARY RIGHTS, LICENSES,AND CONFIDENTIALITY 4.1.Reservation of Rights. Subject to the limited rights expressly granted hereunder,We and Our licensors reserve all of Our/their rights,titles, and interests in and to the Web Application, including all of Our/their related intellectual property rights. You understand that We may at our sole discretion replace vendors or suppliers related to Content or Web Application functionality at any time without notice. You agree that any works commissioned or undertaken by Us pursuant to or in supplement to this Agreement shall be and remain Our property. No rights are granted to You hereunder other than as expressly set forth herein. 4.2.Preservation of Notices. You agree to include,and not to remove or obscure,any copyright,trademark, patent,or other notices appearing within our Web Application including any visual or printed depictions of the same. 4.3. License to Host Your Data. You grant Us a limited-term license to host,copy,adapt, modify,transmit,and display Your Data,as necessary for Us to provide the Web Application to You. You reserve all title, interest and intellectual property rights to Your Data. 4.4. License to Collect Data and Use Feedback. You agree that We may collect and use information gathered as part of the Web Application to improve Our technology, products,and internal processes. You grant Us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Web Application any suggestion,enhancement request, recommendation,correction,or other feedback provided by You or Your Users. 5.CONFIDENTIALITY 5.1.Trade Secrets and Confidential Information. The Web Application is based on and includes Our proprietary trade secrets and confidential information. You will not modify,adapt,translate, reverse engineer,decompile,attempt unauthorized access to,or disassemble any portion of the Web Application. You will treat the Web Application with at least the same degree of care(and no less than a reasonable degree of care)as that which You would treat Your own trade secrets and confidential information. You will not disclose the terms of this Agreement or any Order Form to any third party. 6. REPRESENTATIONS,WARRANTIES,EXCLUSIVE REMEDIES AND DISCLAIMERS 6.1.Our Warranties. EXCEPT FOR ANY EXPRESS WARRANTIES PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND,WHETHER EXPRESS, IMPLIED, OR OTHERWISE. WE PROVIDE THE WEB APPLICATION ON AN "AS IS,""AS AVAILABLE"BASIS. WE MAKE NO REPRESENTATION,WARRANTY,OR COVENANT WHATSOEVER REGARDING PERFORMANCE, FUNCTIONALITY,AVAILABILITY,ACCURACY,OR SECURITY OF THE WEB APPLICATION OR YOUR DATA. WE MAY ALTER, REDUCE THE FUNCTIONALITY OR CONTENT OF,AND/OR TERMINATE THE WEB APPLICATION AT ANY TIME WITHOUT CAUSE IN OUR SOLE DISCRETION. NO AGENT OF DMP IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF DMP AS SET FORTH HEREIN. Updated 08/1/2018 Page 4 of 5 NEITHER US NOR ANY THIRD-PARTY PROVIDERS, PARTNERS OR AFFILIATES WARRANT THAT THE WEB APPLICATION, SERVERS,OR ANY E-MAIL SENT ARE FREE OF ERRORS,OMISSIONS,VIRUSES OR OTHER HARMFUL COMPONENTS. BY ACCEPTING THIS AGREEMENT,YOU DISCLAIM ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS OF OURS AND ANY OF OUR THIRD-PARTY PROVIDERS, PARTNERS, OR AFFILIATES EXCEPT AS EXPRESSLY PROVIDED HEREIN. 6.2. Limitation of Liability. Our aggregate and maximum liability in connection with any claim arising out of or relating to this Agreement shall be limited to a refund of fees paid by You to Us up to a limit of one year's worth of fees. We shall not be liable for any special, indirect, incidental,or consequential damages of any kind(including attorneys'fees)arising in connection with Your use of the Web Application,or any failure by Us to perform our obligations, regardless of any negligence alleged. 6.3.Indemnification. We will defend and indemnify You against a third-party action, suit,or proceeding against You to the extent such claim is based upon an allegation that the Web Application or Content under this Agreement infringes a valid United States patent or copyright or misappropriates a third party's trade secret. If a third party alleges that Your Data or your use of the Web Application in breach of this Agreement infringes or misappropriates intellectual property rights or violates law,You will defend and indemnify Us and Our third party providers, partners,and affiliates against any such claim,demand,suit,or proceeding,including any judgments, settlements,and attorney fees. 7.ADDITIONAL PROVISIONS 7.1. Non-Assignability. Neither party may assign or transfer this Agreement without the prior written consent of the other party. Any unauthorized assessment or transfer will be null and void,and enables termination. This Agreement is binding upon any authorized successor or assignee. 7.2. Entire Understanding. This Agreement is the parties'entire agreement relating to its subject,and supersedes any prior or contemporaneous agreement. Any amendment must be in writing and expressly state that it is amending this Agreement. 7.3.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 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. 7.4. Headings Not Controlling. All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. 7.5.Severability. If any provision of this Agreement is held to be illegal, invalid,or unenforceable,such provision is fully separable, and the remaining provisions of the Agreement shall remain in full force and effect. ROSEMEAD,CITY OF DIGITAL MAP PRODUCTS,INC. By:Ben e* By: Name:Ben Kim Name: Title:Director of Community DE Title: Date:Jun 17,2019 Date: Updated 08/1/2018 Page 5 of 5 Page 1 of 1 � l m �'►C�0 DATE(MM/DDIYYYY)CERTIFICATE OF LIABILITY INSURANCE 04/08/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Willis Towers Watson Certificate Center NAME: Willis Towers Watson Northeast, Inc. E c/o 26 Century Blvd IA/CNNo.Ext): 1-877-945-7378 FAX No): 1-888-467-2378 E-MAIL certificates@willis.com P.O. Box 305191 ADDRESS: Nashville, TN 372305191 USA INSURER(S)AFFORDINGCOVERAGE NAIC# INSURERA: Hartford Fire Insurance Company 19682 INSURED INSURERB: Indian Harbor Insurance Company 36940 Digital Map Products, Inc. 5201 California Avenue, Suite 200 INSURER C: Irvine, CA 92617 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:W16153329 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD,WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE CLAIMS-MADE X OCCUR PREM SESO(Ea occurrence) $ 1,000,000 A MED EXP(Any one person) $ 10,000 10 UUN HF7379 04/05/2020 04/05/2021 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO LOC PRODUCTS-COMP/OPAGG $ 2,000,000 X PRO- OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) _ • UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ _ _ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER AND EMPLOYERS'LIABILITY Y/N STATUTE EERH ANYPROPRIETOR/PARTNER/EXECUTIVEN/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Professional ESO MTP9039876 00 10/29/2019 10/29/2020 Each Claim/Aggregate $1,000,000 Cyber Liability Each Incident/Aggrega$1,000,000 Retention Each Claim $50,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Rosemead is included as an additional insured for general liability where required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Rosemead S 8838 E. Valley Blvd. Rosemead, CA 91770 d '� ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 19485006 HATCH: 1643192 1 Agreement No. Rosemead042513bw kJ DIGITAL. MAP PRODUCTS 18831 Von Karman Avenue Suite 200 Irvine, CA 92614 Address & Contact Information QUOTE Proposed by: Benjamin Webb Company Name: City of Rosemead 8838 E. Valley Blvd Rosemead, CA 91770 Contact Name: Matt Hawkesworth Contact email: mhawkesworthPotyofrosemead.om Terms and Conditions Agreement #: Rosemead042513bw Quote Name: Property Information Integration Expiration Date: 5/31/2013 Payment Method: Check Billing Method: Email Billing Frequency: Annual Provided Content Scope: 1. Provide GovDutreach access to Digital Map Products (DMP) Property information API (ParceiStreamT °) which includes: a. Property information for the City of Rosemead, CA and properties within a 500ft buffer b. The Property Information is from the County Assessor c. This information is supplemented with seamless transactional updates on a weekly basis 2. DMP will provide ongoing API support Completion Date: 2 weeks from the contract execution Cost: $1000 CITY OF ROSEM AD By: M ,I1 Yl fI 1s Name: r•t�lV A 11Ai�iPSu }� Date: q D I DIGITAL MAP PRODUCTS, INC. By: Name: James Skurzynski Date: Page 1 Agreement No: Rosemead042513bw 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. Thereafter, this Agreement shall automatically renew for additional one (1) year periods unless either party notifies the other party in writing at least sixty (60) days prior to the expiration of the then current term of its intent not to renew. 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 6 Agreement No: Rosemead042513bw 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 Content. Customer understands that licensed content is provided by multiple partners of DMP. DMP at it sole discretion retains the right to replace vendors or suppliers of content at any time without notice. 4.4 Rights Reserved by DMP. Except for the license rights granted in this Agreement, DMP retains all rights in the Provided Content. 4.5 Preservation of Notices. Customer agrees to include, and will not remove or obscure, any copyright, trademark, patent, or other notices appearing on the Web site and Provided Content including any visual or hardcopy depictions of the same (i.e. Visual Output(s) or Print Output(s)), 4.6 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. 4.7 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. 4.8 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. 4.9 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. 4.10 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 6 Agreement NO: Rosemead042513bw SpatialStream Addendum To Agreement No. Rosemead042513bw Pursuant to this Addendum, DMP will also grant to Customer a limited license to access DMP's SpatialStreamTM service. RECITALS WHEREAS, Customer has developed a commercial Internet application and seeks to utilize DMP as a source for the integration of parcel information; and WHEREAS, DMP is the owner of a software platform named SpatialStreamT" capable of providing a parcel web service to deliver parcel information upon request from Customer'sInternet application and DMP has agreed to be so engaged by Customer for access to SpatialStreari NOW THEREFORE, the parties agree as follows: 1. DEFINITIONS 1.1. "Application" shall mean the computer application named SpatialStreamT" comprised of source code, object code, supplementary programs, utilities, documentation, data and other materials developed and deployed by DMP for delivering parcel information upon request. SpatialStream'" shall only refer to the provision of the parcel polygon geometry, the Assessor Parcel Number (APN), and the address of the property if available. Application shall be considered part of DMP's "Provided Content" as the term is used in the above - referenced Agreement.. 1.2. "Application Update" shall mean a release of Application corrections that DMP determines reasonably necessary, including as provided for in Section 4, Bugs & Updates. 1.3. "Geographic Coverage" shall mean the counties from which parcel information will be available as specified. 1.4. "Geo-Coding Module" shall mean the software provided by DMP to be utilized onsite by Customer at Customer's facilities to perform bulk geo- coding functions in support of the Application (NOT INCLUDED IN THIS AGREEMENT). 1.5. "Tile Request Packet" shall mean the result returned from Customer's request for parcel data from SpatialStreamT ". 2. LICENSE 2.1. Grant of License. Subject to the Agreement referenced above and this Addendum, DMP hereby grants a limited, non- exclusive, and non - transferable, license to access and use the Application and associated data, their technical documentation and related materials, in support of Customers commercial Internet application. 3. DUTIES 3.1. DMP duties under this Agreement are: 3.1.1. Access to Application DMP agrees to provide Customer with access to the Application under the terms of this Addendum for the Geographic Coverage outlined in Order Form. 3.1.2. Delivery of Tile Request Packets 3.1.2.1. DMP will use best efforts to ensure that all Customer's requests for Tile Request Packets will be furilled and delivered to Customer's application immediately. 3.1.2.2. Customer may use an intermediate Content Delivery Network (CDN) provider to improve performance of file delivery. DMP agrees to provide good faith effort to support Customer configuration should this option be pursued, providing a maximum of 8 hours of software engineering assistance. Any additional support will be agreed upon in advance and billed to Customer at $250 per hour. 3.1.3. Support and Training 3.1.3.1. LLstomer5emv and Techmi 1 Support. DMP agrees to provide at no cost to Customer prompt, reasonable, and professional technical and customer service support to Customer. Customer shall report to DMP any software "Bugs" that are discovered during the term of this Agreement. Page 4 of 6 Agreement NO: Rosemead042513bw 3.2. Customer duties under this agreement are 3.2.1. Customer Application Customer agrees to define the purpose and function of the commercial Internet application for which SpaUalStreamT" will be used. 3.2.2. End User Support Customer acknowledges that Customer is directly responsible, at its own expense, for all customer and other end -user support. Customer agrees that it will not refer any request for Technical Support directly to DMP and that all support requests to DMP shall come through Customer. 3.2.3. Notice of IP Rights: Customer agrees to reproduce '@ 2009 Digital Map Products" on all final products. If Customer does not reproduce the notice within widgets, then Customer shall pass along the requirement to reproduce the notice to end users of Customers widgets through Customer's Terms of Use. 4. INTELLECTUAL PROPERTY AND OWNERSHIP 4.1. Customer acknowledges that DMP is the owner of the patent, trademark, trade dress, copyright, trade secret and software application (collectively "DMP Intellectual Property'l incorporated in the Application and Geo- Coding Module and agrees not to infringe DMP's Intellectual Property rights. 4.2. DMP acknowledges that Customer is the owner of the Customer's commercial Internet application that will be supplemented by the Application. DMP further acknowledges that Customer is the owner of the patent, trademark, trade dress, copyright, trade secret and software application (collectively "Customer Intellectual Property") incorporated in said Internet application and agrees not to infringe Customer's Intellectual Property rights. 4.3. Customer acknowledges that certain data sets are provided by DMP pursuant to a licensing agreement with third parry data providers. Customer agrees that it will not interfere with the intellectual property rights associated with the data sets owned by such third party data providers. 4.4. Customer agrees that any modification, translation, decompilation or disassembly of the Application is prohibited under this Agreement. S. EXCULSIVITY 5.1. Nothing in this Agreement shall be construed to limit or restrict DMP's rights to further develop, sell, market, and distribute other software applications based on the hosted web mapping technology developed by DMP as contained in the Application. 5.2. Customer acknowledges that DMP develops and distributes a programming interface (API) with which DMP encourages developers to create software applications to meet their specific market needs which utilize DMP's parcel information. In the event that the use of the API by a third party results in the independent development of a software application similar to Customers commercial Internet application without the assistance of DMP, its parents, affiliates, or subsidiaries or any current or former officers, directors, employees, agents, contractors, or consultants of DMP, its parents, affiliates, or subsidiaries, Customer acknowledges that such does not constitute a breach of this Agreement. 6. CONFIDENTIALITY 6.1. Non - Disclosure. Each party will treat as confidential and shall not disclose to any third parry (a) the trade secrets and proprietary information of the other party, (b) the terms of this Agreement and the relabonship between the parties; (c) any information which a party has indicated to the other party to be confidential; and (d) any and all information or materials disclosed to or otherwise acquired from the other party in the course of or as a result of its performance of its obligations under this Agreement, whether in tangible or intangible form, including, but not limited to, any and all Intellectual Property, software, research, designs, diagrams, algorithms, inventions, patents and patent applications, techniques, software engineering design details and specifications, financial information, customer lists and data, business forecasts, marketing plans, written reports, findings, conclusions, recommendations, data and analyses, multiple listing data, and information or data relating to technology, products, services, business plans, marketing plans or legal affairs of the other party (collectively hereinafter referred to as "Confidential Information'). This obligation will survive the termination of this Agreement for a period of five (5) years and neither party may make use of Confidential Information except under the terms of this Agreement. These confidentiality obligations will not apply to any information which: (i) is or subsequently becomes available to the general public other than through a breach of this provision; (ii) is already known to the receiving party before disclosure by the disclosing parry, as evidenced by adequate documentation; (iii) is developed through the independent efforts of the receiving party; (iv) is required by law to be disclosed; or (v) the receiving party rightfully receives from a third parry without restriction as to confidentiality or use. Page 5 of 6 Agreement NO: Rosemead042513bw 6.2. Authorized Disclosure. Customer may disclose Confidential Information to Customer's directors, officers, employees, agents, consultants, parents, representatives, parents, affiliated parent subsidiaries or members, on a need - to-know basis only, provided such persons agree to keep such information confidential in accordance with the provisions of this Agreement. DMP may disclose Confidential Information to DMP's directors, officers, employees, agents, consultants, parents and subsidiaries on a need -to -know basis only, provided such persons agree to keep such information confidential in accordance with the provisions of this Agreement. 6.3. Degree of Care. Each parry agrees to use the same degree of care that it uses to protect its own confidential information of a similar nature and value, and shall take reasonable security measures and use reasonable care to preserve and protect the secrecy of, and to avoid disclosure of, the Confidential Information. 7. SERVICE LEVEL 7.1. Roles and Responsibility. In addition to the provisions of the Agreement, this Addendum will define Customer's requirements for DMP's services ("Service 'o regarding support of access to DMP's SpatialStream'" Application. The expectation with this Addendum is that all Parties involved in the development and execution of this Addendum are committed to it and will exercise commercially reasonable efforts to support the Service in a quality manner 7.2. Performance Commitment. The details of the service levels are described in the "Service Level Agreement." 8. SYSTEM COMPATIBILITY 8.1. DMP warrants the Service to be fully compatible with all Web browsers supported by the Microsoft Bing and Google Maps services within 90 days of those services being compatible with such browsers. The Application requires the availability of either Microsoft Bing or Google Maps. CITY OF ROSEMEAD DIGITAL MAP PRODUCTS, INC. By: s By: Print NameC Ds Print Name: Title: 5 Title: Date: 4-3a PL Date: Page 6 of 6 AM> NllN11 N7' 9]ITt),ChyC; Y;N'SISDI; ,1 R Ni A( R> IMCNT AND SUBLIC SUI3SCRIP'PI0.N Agreement No. L130811036CC THIS A_NIENDMENT, made and enwreci into this 16th clay of December 2008 by and hctwccn the CITY OP I<OS3EMLi ID PR t)UUC'1'S, INC. ("Licensee°) and plGlTA.I, 1VIAP R RUTA I S: I.icalsec and DNIP entered into that Centro "Service Subscription and SLit) licen.sc ApecmentNo. 1-13080614X 3," September June 8, 2008, hereinnf er referred to as "stud Agreement," setting:lorth the termts, Scope and conditions of the license g^anted to Licensee. hY llA4N. The parties hereto desire to amend said Ap:ecmcnt as follows: 4 i'sxtcnd the term 1br 7 additional nwrlths - December 8t.h 2008 to ,lul_y 801, 2002. 7 iNlon(h Tern, Fees Por the additional period shall he: - Ci(yGIS(1UU.sar,ti) U AV J. Invoices are. due on effective date IN WITNESS N'hIF.REOI', the parties hereto have executed this Amendtnenl on the date mtd ycnr firslahnve Written. CITY OF ROSENIT,AD T Name: (V~ p~ak4$.~oC'1'A Title: D ,FTriL 1KAL' Il'RODIiCL'S Ian zv Pre, idcn t Agreement - LB080636CG CityGIS Service Subscription and Sublicense Agreement Agreement - LB080636CG This is a subscription and sublicense agreement ("Agreement"), dated as of the 8" day of June, 2008 ("Effective date") is made and entered into by and between Digital Map Products, Inc., 1936 E. Deere Ave., Suite 220, Santa Ana, CA 92705 ("DMP") and the CITY OF ROSEMEAD, 8838 E. Valley Blvd., Rosemead, CA 91770 ("Customer"). DMP operates the DMP CityGIS service and, pursuant to the terms ofthis Agreement, Customer will become a subscriber to the DMP CityGIS service. Customer understands that DMP licenses copyrighted content owned by DMP or purchased by DMP from various third parties. Customer also understands that, by becoming a subscriber, access and use of copyrighted content is subject to a license granted to DMP and a sublicense granted by DMP to Customer. 1. DEFINITIONS 1.1 "Contributor" is a third party that owns and/or licenses content and/or database(s),to DMP 1.2 "Contributor Content/Database(s)" is Contributor-owned content and/or licensed content and/or databases(s) that have been licensed to DMP. L, "Subscription Application" is and means a limited compilation of content that is derived from DMP content and or databases, including computer software and data, material and information contained in the DMP CityGIS website, and/or the Contributor Content/Database(s). The Subscription Application is viewable solely through authorized access and use of the DMP CityGIS web site. The content of the Subscription Application is further limited by Exhibit A. The Subscription Application includes: -"Visual Output" which is an electronically displayed adaptation of the Subscription Application obtained through authorized access and use of the DMP CityGIS web site. -"Print Output" which is an electronically printed adaptation of the Visual Output obtained through authorized access and use of the DMP CityGIS web site. 1.4 - "Authorized User" is an employee or agent of Customer that has been authorized by DMP to access and use the Subscription Application. 1.5 "Purpose" is the non-commercial access and use of the Subscription Application for Customer's normal internal municipal activities by an Authorized User, subject to the terms of this Agreement. 2. COPYRIGHTS & LICENSING The copyright and licensing rights and obligations are attached hereto as Exhibit A and incorporated herein by this reference. Page 1 of 10 Agreement - LB080636CG 3. SUBSCRIPTION AND LICENSE FEES 11 Subscription and License Fees. Inconsideration ofa subscription to the DMP CityGIS service and the license granted in Exhibit A, Customer agrees to pay subscription license fees, as listed in the attached Exhibit B and incorporated herein by this reference, plus all applicable taxes. All applicable fees and taxes will be invoiced as per the invoice schedule as listed in the attached Exhibit B. 3.2 Failure to Pay. If Customer does not pay the invoiced amount to DMP within thirty (30) days of its due date, DMP reserves the right to suspend access and use of the DMP CityGIS service by Customer, until the Customer brings its account current. Alternatively, DMP (as a nondefaulting party) may terminate this Agreement as otherwise provided in this Agreement. All payments will be applied against the oldest outstanding invoices, charges or fees first, regardless of what may be noted on Customers actual payment. A charge of no more than one and one-half percent (1.5%) per month may be assessed on any outstanding and past due invoices until paid in full. Customer is responsible for and will be charged for any cost of collections including, but not limited to, agent fees, attorney's fees, court costs, and other associated expenses. If Customer's access and use is terminated or suspended due to non-payment or non-compliance, Customer shall nonetheless still be responsible for any fees as set forth in this Agreement. 3.3 Fees by Customer. Customer agrees to not charge fees for the Print Output(s) unless the fees are for the sole non-profit purpose of recouping costs pursuant to Customer's normal business activities. 4. DMP'S PROVISION OF SERVICES: SUPPORT, UPDATES & ERRORS 4.1 Access to the Subscription Application. DMP will deliver the application and make the Subscription Application accessible to Customer through the Web site within a commercially reasonable time after the execution of this Agreement. DMP's Delivery Responsibilities are attached hereto as Exhibit C and incorporated herein by this reference. 4.2 Installation Responsibilities. Customer agrees to be responsible for obtaining a compatible web browser, such as MicrosoftT" Internet ExplorerTM to access and use the Web site and the Subscription Application. Customer agrees that no other means will be employed to access or use the Web site or the Subscription Application. 4.3 Technical Support. DMP will provide telephone and email technical support from the hours of 8:00 AM PST to 5:00 PM PST M-F. 4.4 Errors or Omissions in the Contributor Content. Customer may identify errors or omissions in the Contributor Content to DMP. DMP is not responsible for correcting errors or omissions; however, DMP will forward any written claims of errors or omissions to the Contributor(s), and will notify Customer as to Contributor's course of action. Page 2 of 10 • Agreement - LB080636CG C 5. WARRANTY & LIMITATION OF LIABILITY 5.1 No Warranties. DMP and its Contributors make no express or implied warranties, including but not limited to any warranty of design, merchantability, and fitness for a particular purpose, or against infringement and no DMP agents are authorized to alter this provision in writing or otherwise. DMP and its Contributors make no representation or warranties that the Subscription Application is accurate and free of errors and/or omissions. As such the parties specifically do not consider the Subscription Application to be suitable so as to be reliable for use in emergencies. DMP provides and the Customer accepts the Subscription Application on an "as is", "as available" basis and DMP and each Contributor expressly disclaim all warranties, including the warranties of merchantability, design, and fitness for a particular purpose. 5.2 Limitation of Liability. DMP and its Contributors shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Web site, Subscription Application, Visual Output(s), and Print Output(s) or any materials available or not included therein, (b) the unavailability or interruption of access to the Web site, Subscription Application, Visual Output(s), and Print Output(s) or any features thereof or any materials, (c) Customer's use of the Web site, Subscription Application, Visual Output(s), and Print Output(s) (regardless of whether Customer received any assistance from DMP in using the service), (d) Customer's use of any equipment in connection with accessing the Web site, (e) the content of the Web site, Subscription Application, Visual Output(s), and/or Print Output(s), (f) any delay or failure in performance beyond the reasonable control of DMP, any irregularities with the Exhibit A copyright and licensing. Furthermore, DMP and its Contributors are not liable to the Customer for any damages resulting from a violation of this Agreement or the provision of services articulated herein except as provided as follows: The aggregate and maximum liability of DMP and its Contributors, combined in connection with any claim arising out of or relating to this Agreement (including but not limited to the Section 5 warranty), arising out of or relating to the Customer's subscription, and/or arising out of or relating to the Customer's use of the web site, Subscription Application, Visual Output(s), and Print Output(s) shall be limited to a refund of 12 months of fees and taxes paid by Customer to DMP pursuant to Section 3.1 and Exhibit B. DMP and its Contributors shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys' fees) in any way due to, resulting from, or arising in connection with Customer's use of the Web site, Subscription Application, Visual Output(s), and Print Output(s), or the failure of DMP to perform its obligations, regardless of any negligence alleged. 6. DURATION OF AGREEMENT & TERMINATION 6.1 Term of Agreement. This Agreement will commence on the Effective Date and continue for the period of year(s) as defined in Exhibit B as the Initial Term, unless terminated earlier as provided in this Agreement. Thereafter, this Agreement shall automatically renew for additional one (1) year periods (each a "Renewal Term" , collectively the "Term") unless either parry notifies the other party in writing at least sixty (60) days prior to the expiration of the then current term of its intent not to renew. 6.2 Termination. This Agreement may be terminated prematurely by a nondefaulting party if the defaulting party materially fails to comply with the terms of this Agreement. Termination is Page 3 of 10 L Agreement - LB080636CG • effective after 30 days' notice to the defaulting party, if the defaulting party does not correct the default within said (30) days. 6.3 Termination by Customer. DMP shall have the right to change the price of, make a material modification to any of the content of, or discontinue any of the content of the Subscription Application at any time with ninety (90) days prior written notice to Customer. Upon receipt of such notice from DMP, Customer may terminate this Agreement as of the effective date of the change by providing written notice to DMP at least thirty (30) days prior to the effective date of the change. If Customer elects to terminate this Agreement pursuant to this Section 63, then the Customer shall be entitled to a prorated refund of their Subscription License and Data Services Fees. 6.4 Obligations on Expiration or Termination. The license to access and use the Subscription Application, including the rights listed in Exhibit A, are immediately revoked upon expiration or termination of this Agreement. With respect to customer data supplied to DMP that is not the subject of a separate agreement, DMP will return that data if provided for herein under separate provision. ADDITIONAL PROVISIONS 7.1 Non-Assignability. Neither party may assignor transfer this Agreement without the prior written consent of the other party. Any unauthorized assignment or transfer will be null and void, and enables termination. This Agreement is binding upon any authorized successor or assign. 7.2 No Relationship. DMP is an independent contractor, not an employee of Customer. All DMP personnel are employees or subcontractors of DMP, not employees of Customer. 73 Severability. If any provision of this Agreement shall be held by a court of competentjurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect so long as the intent of this Agreement and the rights and obligation of the parties are not materially changed. 7.4 Preparation of Agreement. No provision in this Agreement shall be interpreted for or against a party because that party drafted that provision. The header descriptions and boxes contained herein are descriptive only and not a part of the contract. 7.5 Entire Understanding. Each of the parties hereto acknowledges that no other party, nor any agent or attorney of any other party, has made any promise, representations or warranty whatsoever, express or implied, not contained herein concerning the subject matter hereof, to induce them to execute this Agreement in reliance upon any such promise, representation or warrantynot contained herein. All prior discussions, negotiations, promises, and agreements are superseded by this Agreement. This Agreement shall not be modified, amended, or supplemented and no provision of the Agreement shall be waived, except by an agreement in writing signed by all parties. 7.6 Consent to Violation Not Waiver. A waiver by any party of a default or violation is not a waiver of any provision of this Agreement, or of any subsequent default or violation. 7.7 Governing Law & Arbitration. This Agreement shall be construed in accordance with, and all disputes arising thereunder or related thereto shall be governed by, the laws of the State of Page 4 of 10 • Agreement - LB080636CG E California, without regard to its conflict of laws principles. The parties agree that all disputes arising out of or related to this Agreement (including but not limited to arising out of or relating to the Customer's subscription, and/or arising out of or relating to the Customer's use of the Web site, Subscription Application, Visual Output(s), and Print Output(s)) will be subject solely to binding arbitration. The arbitrator selection and conduct of the arbitration will be pursuant to the rules and procedures of the American Arbitration Association or the Judicial Arbitration And Mediations Services, Inc. The exclusive place of the arbitration shall be in Orange County, California and judgment on the award may be entered in any court having jurisdiction thereof. By the signatures below, the parties agree to the terms contained herein. This Agreement may be executed in counterparts with the same force and effect as if executed in one complete document. This Agreement is effective as of the Effective Date. Signedthis e: July 17, 2008 By: (((lll~~~ Name: Oliver C. Chi Title: City Manager CITY OF ROSEMEAD Signed on this date: ?4A(D v. By James Skurzynski President DIGITAL MAP PRODUCTS, INC. Page 5 of 10 • Agreement - LB080636CG • EXHIBIT A - LICENSING Agreement - LB080636CG 2.1 DMP Copyright Notice. The following copyright notice applies to all non-Contributor content provided by the DMP CityGIS service, including the compilation(s) of Contributor content: m Copyright 2000-2008 Digital Map Products, Inc. All rights reserved. The non-Contributor content provided by the DMPCityGISservice is theproprietary property of DMP and may not be used or reproduced except as expressly licensed by DMP. 2.2 Additional Copyright Notices. The copyright notices in Exhibit A applyto all Contributor content provided by the CityGIS service. Additionally, copyright and trademark notices are set out on the Web site. 2.3 DMP Trademark Notice. °CityGIS" is a trademark and service mark owned by DMP. DMP's trademarks or service marks may not be used in connection with any product or service except to signify that DMP is the source of the Subscription Application, Visual Output and Print Output, and then and then only in a manner that does not disparage, discredit, or harm DMP. 2.4 Ownership. Customer understands that the Web site, System Application, Visual Output(s), and Print Output(s) in any form are the intellectual property of DMP and/or the Contributor(s). 2.5 Preservation of Notices. Customer agrees to include, and will not remove or obscure, any copyright, trademark, patent, or other notices appearing on the Web site, System Application, Visual Output(s), or Print Output(s). 2.6 Trade Secrets and Confidential Information. Customer also understands that the Web site, Subscription Application, Visual Output(s), and Print Output(s) are based on and include proprietary trade secrets and confidential information of DMP and/or the Contributor(s). Customer will not modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the DMP CityGIS web site, Subscription Application, Visual Output(s), or Print Output(s). To the extent allowed by law, Customer will treat the DMP CityGIS web site, Subscription Application, Visual Output(s), or Print Output(s) with at least the same degree of care (and no less than a reasonable degree of care) as that which it treats its own trade secrets and confidential information. 2.7 U.S. Database Protection Legislation. If the United States adopts database protection legislation, its provisions will be applicable to the terms of this Agreement. 2.8 Grant of license. DMP grants to Customer, subject to the terms of this Agreement, a non- exclusive, non-transferable, and non-assignable license to access and use the Subscription Application for a Purpose by an Authorized User. 2.9 Scope of license. Customer agrees and understands that the license granted is solely to access and use the Subscription Application as set out in Section I.J. 2.10 Rights Reserved by DMP. DMP reserves all other rights to itself. Page 6 of 10 • Agreement - LB080636CG • 2.11 New Use. Customer agrees that any other use of any content contained on the Web site is strictly prohibited. Any improvements or future methods or means of accessing or using the Subscription Application are expressly reserved to DMP. Customer further agrees that only individuals authorized by the subscribing organization may access and use the Web site. 2.12 Infringement & Propriety Of Use. Except as specifically provided herein, Customer agrees not to use the Subscription Application, Visual Output(s), or Print Output(s) in any fashion that infringes the copyrights or proprietary interests set forth in this Agreement.. Customer further agrees not to use the information contained in the Subscription Application, Visual Output(s), or Print Output(s) in any fashion or manner that is precluded by or violates any federal or state law or federal or state regulation. Customer acknowledges that the Software Application may be subject to U.S. export jurisdiction. Customer agrees to comply with all applicable international and national laws that apply to the Software Application, as well as end-user, end-use, and destination restrictions issued by U.S., state or other governments. Customer may not use the Subscription Application in any manner that could damage, disable, overburden, or impair such services or interfere with any other party's use and enjoyment of the Subscription Application. Customer may not attempt to gain unauthorized access to any service, account, computer systems or networks associated with the Subscription Application. 2.13 Consent to Use of Data. Customer agrees that DMP may collect and use technical information gathered as part of the product support services provided to you under this Agreement. DMP may use this information solely to improve their products or to provide customized services or technologies to you. 2.14 Ownership. Customer agrees that any works commissioned or undertaken by DMP pursuant to this Agreement shall be and remain the property of DMP. 2.15 Injunctive Relief Customer acknowledges that its use ofthe Subscription Application fora use not specifically provided for in this agreement, specifically this Section 2, DMP and its Contributors will not have an adequate remedy in money or damages. As such, should Customer misuse the Subscription Application, DMP and its Contributors shall have the right to seek injunctive relief against Customer to cease the misuse of the Subscription Application. Page 7 of 10 Agreement - LB080636CG EXHIBIT B SUBSCRIPTION LICENSE FEES Agreement - LB080636CG Subscription License Fees: CityGIS $7,875 Per 6 months Data Services Fees: N/A Professional Services Fees: N/A Startup Services Bundle N/A One-time Upfront Fee Training Credits 0 Per Credit Initial Term: 6 Months Pa meal $7,875 Due on Effective Date Pa ent Terms t Net 0 NOTES: A. Initial Term ends December 7, 2008. B. All applicable Subscription License Fees and Data Services Fees shall be invoiced as noted above. All Professional Services fees shall be invoiced as the services are rendered. C. All invoices are due upon receipt and are payable in accordance with the payment schedule noted above. Any invoice not paid within thirty (30) days of its scheduled payment date shall be considered past due. D. Pricing for Subscription License Fees, Data Service Fees, and Professional Service Fees for each Renewal Term shall be the price in effect during the then current term plus five (5) percent. Page 8 of 10 • • Agreement - LB080636CG EXHIBIT C Agreement - LB080636CG DMP DELIVERY RESPONSIBILITIES Note: Any references to DMP delivery responsibilities contained elsewhere in this Agreement are for informational purposes only. This Exhibit C controls. Application Subscriptions DMP # Product Name Sub-Definition Quantity Notes CityGIS Application Subscription 10 Users Data Services DMP # Product Name Sub-Definition Quantity Notes State of California: 1 City limit with 500 ft' buffer Los Angeles County - includes Aerials, Street Centerlines, Parcel Landbase and Property Records Premium Layer: Tax Maps Professional Services DMP # Product Name Sub-Definition Quantity Notes CityGIS Startup 0 See Note A. Services Bundle Training Credits Included in 0 See B and C. Startup Bundle Notes: A. CityGIS Startup Services Bundle includes standard set-up, configuration, and training credits as specified below. B. Training Credits can be used to attend regularly scheduled Live e Learning (LeL) sessions and/or for onsite training sessions per the current published training program. C. Additional training credits and other professional services are available upon request, for an additional fee. Please see Exhibit D for our current fee schedule. Page 9 of 10 Agreement - LB080636CG EXHIBIT D Agreement - LB080636CG PROFESSIONAL SERVICES 2008 FEE SCHEDULE Project/Principal Manager Product Specialist Senior Software Engineer/Architect Software Engineer Instructor GIS Technician Add Data Layer Theme Active Layer Training Credits Travel Travel Time $175/Hour $150/Hour $250/Hour $150/Hour $150/Hour $85/Hour $600/Each $1,500/Each $100/Each At cost plus 15% Half Rate Page 10 of 10 0 0 CITY OF ROSEMEAD AMENDMENT #3 TO SERVICE SUBSCRIPTION AND SUBLICENSE AGREEMENT Agreement No. 0207011CG THIS AMENDMENT made and entered into this 10 day of June 2007, by and between the CITY OF ROSEMEAD ("Licensee") and DIGITAL MAP PRODUCTS, INC. ("DMP"). RECITALS: I . Licensee and DMP entered into that certain "Service Subscription and Sublicense Agreement No. 020701 1 CG." dated June 25, 2002, Amendment # 1 dated July 15, 2004, and Amendment #2 dated June 301h, 2006, hereinafter referred to as "said Agreement," setting forth the terms, scope and conditions of the license granted to Licensee by DMP. 2. The parties hereto desire to amend said Agreement to add one (1) additional year. 3. The fee for 6/8/07 - 6/7/08 will be $12,985. - CityGIS (10-User Package) - $5,000 - Code Enforcement Module (3 users) - 1,700 - Parcel Landbase (LA County) - 500 - Property Records/Owner Information) - 2,585 - Thomas Bros. Maps Data - 2,000 - Natural I-Iazards Data- 1,200 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date and year first above written. CITY OF ROSEMEAD Name: OLIVER CHI Title: CITY MANAGER DIGITAL MAP PRODUCTS Mark C pbell ident S_p.03 03 08:1ea • D49''`al MaP Products ~1c 432 8657 n.2 SUBLICENSE AGREEMENT Agreement No, 9903007 1999 DIGITAL MAP PRODUCTS This document and any portion thereof may not bereproduced without the prior written consent of DIGITAL MAP PRODUCTS This Sublicense Agreement (".Agreement") is made and entered into as of June 8, 1999 ("Effective Date") by and between Digital Neap Products, LLC ("DMP") and The City of ROSEMEAD ("Licensee"). RECITALS A. DIv1iP is an authorized Sublicensor of certain Contributed Products which is owned by third parties. B. Licensee desires to acquire from DMP and DMP desires to grant to Licensee a non-exclusive right and sublicense to use the Licensed Products containing all or portions of the Contributed Products solely for the purpose hereinafter defined. NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration received, the parties hereby agree as follows: DEFINITIONS 1.1 "Contributed Products" shall mean those certain products licensed by certain Contributors to DIAP with the right to grant sublicenses as set forth herein. Such products shall include compilations of geographic, cartographic, engineering, architectural, tabular, text and/or other data, information or works, including, but not limited to, graphic and/or file data in automated or manual form such as Property Characteristics Information and digital graphic information systems. 1.2 "Contributor" shall mean a third party licensor of Contributed Products to DMP 1.3 "Derivative Data or Products" shall mean all works created by Licensee which incorporate all or part of the Contributed Products, including, but not limited to, a revision, modification. translation, abridgement, condensation, expansion, collection, compilation or any other form of, or modification to the Contributed Products as well as any product, including but not limited to data layers, developed or constructed by or on behalf of Licensee based upon and/or referencing all or part of a Contrlbuted Product. 1.4 "Documentation" shall mean all manuals, user documentation, and other related materials pertaining to the Licensed Products which are furnished in order to ensure proper and/or ease of use of the Products by Licensee. _ - ' ATTACHMENT B Sep 03 03 06:20a •Dig''.a? r1aP Produces *1; 532 8657 1.5 "Licensed Products" shall mean those products set forth in Exhibit A which are being sublicensed to Licensee pursuant to this Aareement. Licensed Products can, include Contributed Products, whether,solely products contributed by the County of Los Angeles or products contributed by the County of Los Angeles combined with the products of other Contributors, and/or products developed by DMP pursuant to its license with the County of Los Angeles which incorporates County of Los Angeles Contributed Products. The Licensed Products, the Contributed Products which is incorporated into each Licensed Product and the Contributor of the Contributed Products are identified in Exhibit A attached hereto and incorporated by reference herein. 1.6. "Owners" shall mean the owners of certain Contributed Products referred to in Exhibit A. 1.7 "Peripheral Data or Products" shall mean any work created by Licensee that does not incorporate, or use as a base, any portion of the Contributed Products or Derivative Product and which was not developed or constricted based upon or referencing all or part of the Contributed Products or a Derivative Product. 1.3 "Purpose" shall mean the non-commercial, internal use of Licensed Products for Licensee's normal business activities by its employees, agents and contractors subject to the terms and conditions herein. Licensee's business activities shall not include activities of joint power authorities, or other separaie entiIies excluded regardless of whether Licensee is a member o those agencies. Sp from the purpose is the public display or depiction of the Licensed Products on the Internet or through other electronic transmission. 1.0 "Visual Output" shall mean all printouts, plots, displays, photographic film, printed matter and other visual representation of data, r- 2. EXPANDED DEFINITION OF PURPOSE If, during the term of this Agreement or any subsequent extensions, Licensee requires an expanded definition of the Purpose of this Agreement to meet its normal non-commercial business objectives, MAP shall not unreasonably withhold such an expanded definition so long as such expanded definition does not cause Lic,ensee to in any way compete with DMP, Contributors or Owners. 3. LICENSE P.3 3.1 DNiP hereby grants, and Licensee hereby accepts, subject to the terms and conditions of this Agreement, a revocable, non-exclusive, non-transerabie, and non-assignable right and sublicense to use the Licensed products solely for the Purpose, from the Effective Date of this Agreement until this Agreement is terminated or expires in accordance with its terms. Pursuant to this sublicense to use the Licensed Products, Licensee may: (I) produce Visual Output from the Licensed Products for its own internal business use to the extent that such Visual output contributes to the Purpose; Sep 03 03 08:202 •➢io''=? Map Pr o~uc:,s ie c32 eS57 (ii) distribute Visual Output to Licensee's contractors, consultants and agents that Licensee engages to fulfill the Purpose providing the Visual output does not compete with or replace current products and/or services of DMP or any of it affiliates, or Contributors or Owners.' Licensee may charge fees for the distribution of such Visual Output provided that such fees are for the sole purpose of recouping costs consistent with Licensee's normal business practices; (iii) develop Derivative Products for its own internal business use to the extent that such Derivative Products contribute to the Purpose. Licensee may retain and use such Derivative Products, royalty-free, in perpetuity solely for the Purpose provided that such use does riot include any manner of attempt to re-engineer any aspect of the Licensed Products. Licensee may, but is in no way obligated to provide copies of Derivative Products, to NAP; (iv) provide Licensed Products and Derivative Products in digital format to third party contractors, agents, consultants for such third parties' use to fulfill the Purpose provided that said third parties do not sell, license or otherwise distribute Licensed Products, Derivative Products or any portion thereof, and that such third parties execute and abide by the terms of a consultant use agreement to be provided by DMP and approved by Licensee. Licensee shall not be precluded from charging fees for the distribution of Licensed Products or Derivative Products to third party contractors, agents and consultants provided 'that such fees are for the sole purpose of recouping costs consistent with Licensee's normal business practices; and, (v) distribute Derivative Products in digital format without restriction to other third parties who have signed agreements with DMP for Licensed Products from which such Derivative Products were developed. Licensee may distribute Derivative Products to other third parties without signed agreements with DMP only by signing a separate contributor agreement with. DMP in which Licensee becomes a Contributor as defined herein. p.4 3.2 Without limiting the above, Licensee shall have no right to assign, transfer, or sublicense any aspect of the Licensed Products or Derivative Products Sep 03 03 0e:20a 4. DELIVERY le' al rap Produc:.s ~5 532 8557 4.1 D61lverv Formats. DMP shall deliver the Licensed Products to Licensee in ndustry standard for atible with Licensee's GIS platform as.of the Effective iat Date. During the term of this Agreement, should Licensee require the Licensed Products compatible with an additional GIS platform, DMP shall deliver such Licensed Products in the requested format within 30 days thereof for a mutually agreed upon service charge. Licensed Products shall be delivered on mutually acceptable media compatible with Licensee's computer system. If Licensee has special delivery and/or format requirements, a predetermined mutually agreed upon service charge will be included in the price of the initial delivery and all subsequent deliveries to which the special requirements apply. DMP shall deliver and install the Licensed Products within 30 days of DMP's receipt of this Sublicense Agreement, executed by Licensee. 4.2 Deliverv Responsibilities. Licensee shall be responsible for the initial delivery and installation of all Licensed Products as well as all subsequent installation of maintenance updates, or new Licensed Products. For invoicing purposes, installations shall be considered to be complete 14 days from date of delivery. 5. SUPPORT For-the term of this Agreement, DMP shall provide Licensee with customer support for the Licensed Products as set forth in this Section 5. Licensee will be provided with an E-Mail address to communicate support issues to DMP. Normal hours of operation for DMP are 8:00 a.m. to 5:30 p.m. A technical consultant will respond to all telephone requests within four business hours and to all emergency requests within two business hours. A technical consultant will provide up to 8 hours per year of technical consulting resources required to address any specific issues as directed by Licensee. Any additional resources requested by Licensee will be made available at the prevailing DIVE technical consulting rates. Licensee will appoint one contact person for addressing support issues to DMP. p.5 6. MAINTENANCE AND MODIFICATIONS g•1 Maintenance Update Schedule. Licensee shall receive updates to the Licensed Products according to the schedules identified in Exhibit C, Product Update Schedule. 6.2 ResoonsibilitY for Maintenance Updates. DPVIP assumes responsibility for providing updates to Licensee according to a mutually agreed upon schedule. As part of its responsibility, DMP shall ensure that the updates provided are delivered within a reasonable level of accuracy and completeness, insofar as such information is available from Owners. 6.3 Idiodifications to the Licensed Product. Licensee shall be entitled to modifications to the Licensed Products as outlined in Exhibit A, Scl edule of Licensed Products. Licensee may, from time to time, at no cost to Licensee, request that DNIP incorporate certain features, enhancements or modifications into the Licensed Product. DMP mav, in its sole and absolute discretion, undertake to incorporate such changes Sep 03 03 08:21a Ilk Map Prod u. CLS 04 432 8557 p.8 and distribute the Licensed Products, as modified, to all or any of DMP's licensees. Unless otherwise specified by DMP, such modifications and material automatically shall be deemed included within the definition of the term "Licensed Products" and subject to the terms and conditions of this Agreement and shall be the sole property of DMP and/or the Owners. DMP and the Owners shall be under no obligation to make modifications that may be required for Licensee-specific needs. DMP and Licensee reserve the right to separately negotiate terms and conditions for joint projects to upgrade the Licensed Products ("Upgrade Projects") and the parties may agree in writing, to create and market new data products and services. 6.4 Errors in the Licensed Product. Licensee may identify errors in the Licensed Product to DMP, but DMP shall not be responsible for correcting such errors. Any errors detected by Licensee and identified to DMP in writing shall be forwarded to Owners. Owners shall investigate all errors and may at their sole discretion decide to fix such errors in which case such corrections shall be included in the next scheduled update of the Licensed Product to Licensee. DMP shall provide written feedback to Licensee with respect to the disposition of all errors communicated to DtJiP In writing. 7. LICENSE FEES. PAYMENT AND ACCEPTANCE 7.1 License Fees and Payments. In consideration of the license rights granted in Section 3 above, Licensee shall pav license fees for the Licensed Products as set forth in Exhibit A, plus all applicable taxes. The Licensed Products License Fees for both the initial delivery and subsequent maintenance updates, if applicable, invoiced annually at the beginning of each contract year. Licensee shall pay for all Licensed Products in-full prior to the mutually agreed upon date of delivery. 7.2 Licensed Product Options. Options to Licensed Products and corresponding fees have been itemized in Exhibit B, Licensed Product Options. 7.3 Renewal Fees. In the event this Agreement is renewed at the end of the term, as provided for in Section 11, the Licensed Product License Fee for the renewed term shall be mutually agreed upon by both parties. 8. PROTECTION OF LICENSED PRODUCT 8.1 Proprietary Notices. Owners claim and reserve all ownership and rights afforded at law and in equity in all data, compilations, and materials that constitute the Licensed Products, including, but not limited to, all rights under federal copyright law. Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality, or other proprietary notice, mark, or legend appearing on the Licensed Products or on the Visual Output, including, but not limited to, any such notices displayed to the user during the operation of the Licensed Product and anv such notices in the Documentation, and agrees to use its best efforts to reproduce and include the same on any copy of the Licensed Product any portion thereof distributed to Licensee's consultants, agents and contractors. Map printouts and plots shall bear the following notice. D p;'.zl r,z Procucts •jlq 432 8657 p. Sep 03 03 08:212 J+o F Copyright 1999, All richts reserved the information contained herein is the proprietary property of the following owners supplied under license and may not be reproduced except as licensed by Digital Map Products; (List owners per Exhibit A Schedule of Licensed Products) Licensee shall use the same reasonable effort to include the above notice on all Visual Output and shall at all times exert no lesser effort than that Licensee uses to protect Licensee's own intellectual property!. Licensee further agrees to use its best and reasonable efforts to require all contractors, consultants, and agents using the Licensee, as provided in Section 3, to include the above notice on all Visual output. 8.2 Ownership. Licensee further acknowledges that the Licensed Products, Derivative Products and Documentation are the sole property of DMP and/or Owners. Except for the rights expressly granted to Licensee herein, Licensee shall not have any right, title, or interest in or to such portions of the Licensed Products, Derivative Products or Documentation or any copies of any of the foregoing except as expressly provided in this Agreement, and further shall secure and protect the Licensed Products, Derivative Products and Documentation consistent with the terms of this Agreement. DtdiP and Owners make no claim of ownership or copyright in or to any original data contributed by Licensee to the Licensed Products or Derivative Products. All copyrights associated with the Licensed Products, the relevant Contributed Products and the Derivative Products and all other richts thereto, not specifically granted to the Licensee in this Agreement, are reserved by DMP and Owners. Nothing contained in this Agreement shall be construed as conferring any license or right with respect to any trademark, trade name, brand name, or the corporate name of DIJiP or Owners. in any form provided by DIJiP and any copies thereof, including, without limitation, all portions of the Derivative Products are the sole property of Owners. Except for the rights expressly granted to Licensee herein, Licensee shall not have any right, title, or interest in or to such portions of the Licensed Products, Derivative Products, or Documentation or any copies of any of the foregoing except as expressly provided in this Agreement, and further shall secure and protect the Licensed Products, Derivative Products and Documentation consistent with the terms of this Agreement. DMP and owners make no claim of ownership or copyright in or to any original data contributed by Licensee to the Licensed Products or Derivative Products. All copyrights associated with the Licensed Products and relevant Contributed Products and all other rights thereto, not specifically granted to 'the Licensee in this Agreement, are reserved by DMP and/or the Owners. Nothing contained in this Agreement shall be construed as conferring any license or right with respect to any trademark, trade name, brand name, or the corporate name of DMP or Owners. 8.3 Licensee's Ownership. Dh4P acknowledges that the Peripheral Products in any form, and any copies thereof, including, without limitation, any portion thereof which may have been given to DMP, are the sole property of Licensee. DMP shall not have any right, title, or interest in or to said Peripheral Products or the Peripheral Products' data or documentation or any copies of the foregoing except as expressly provided in this Agreement. DA4P shall secure and protect Peripheral Products consistent with the terms of this Agreement. All copyrights associated with Peripheral Products, and all other rights thereto not specifically granted to DMiP in this Agreement are reserved by Licensee. Nothing contained in this Agreement shall be construed as conferring any Sep 03 03 08:22a •L'-o'-.al 1112p t~^00UC-5 014 432 8557 p.8 license or right upon DIAP or Owners with respect to any Licensee logo, seal, product name, or the corporate name of Licensee. 9.0 CONFIDENTIALITY AND INJUNCTIVE RELIEF °.1 Acknowent. Licensee hereby acknowledges and agrees that the Licensed Products are valuable and proprietary, embodying substantial creative efforts, trade secrets, and confidential information, ideas, and expressions of Contributors, Owners or DMP. Accordingly, Licensee agrees to treat the Licensed Products as confidential information in accordance with the confidentiality requirements and conditions set forth below. 9.2 Acknowledgment. DIvlP hereby acknowledges and agrees that the Derivative Products and/or Peripheral Products are valuable proprietary products, embodying substantial creative efforts, trade secrets, and confidential information, ideas and expressions of Licensee. Accordingly, DMP agrees to treat (and take precautions to ensure that its employees treat) the Derivative and/or Peripheral Products as confidential information of the Licensee in accordance with the confidentiality requirements set forth below. 9.3 Injunctive Relief. Licensee acknowledges that the unauthorized use, transfer, assignment, sublicensing, or disclosure of the Licensed Products, Documentation, Derivative Products or copies thereof will (1) substantially diminish the value to Contributors and Owners to the trade secrets, copyrighis, and other proprietary interests that are the subject of this Agreement; (ii) render DMP's remedy at law for such unauthorized use, disclosure, or transfer inadequate; and (iii) cause irreparable injury. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Licensed Products, Documentation, or Derivative Products, DMP shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief. 9.4 Injunctive Relief. DMP acknowledges that the unauthorized use, transfer, assignment, sublicensing, or disclosure of the Peripheral Products and/or Derivative Products or copies thereof will (1) substantially diminish the value to Licensee of the Peripheral Products and/or Derivative Products; (ii) render Licensee's remedy at law for such unauthorized use, disclosure, or transfer inadequate; and (iii) cause immediate irreparable injury. If DIJiP breaches any of its obligations with respect to the use or confidentiality of the Peripheral Products and/or Derivative Products, Licensee shall be entitled to equitable relief to protect its interests therein, including, but not limited to., preliminary and permanent injunctive relief. 9.5 Maintenance of Confidential Information. Each party agrees to keep confidential all confidential information disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof, in the same manner in which it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have such obligation with respect to the use of disclosure to others of anv confidential information that can be established to have: (a) been known publicly; (b) been known generally in the industry Sep 03 03 08:22 Map Products 014 432 eS57 before communication by the disclosing party; (c) become known publicly, without fault on the part of the receiving party, subsequent to disclosure by the disclosing party; (d) been known otherwise by the receiving party before communication by the disclosing parry; (e) been received by the receiving party without any obligation or confidentiality from a source (other than DMP or Licensee) lawfully having possession of such information or, (f) which is required to be disclosed pursuant to any local, state or federal law or regulation. Upon ten (10) days written notice to Licensee, DMP shall have the right to inspect and audit Licensee's procedures and to examine Licensee's computer systems in order to determine whether such procedures and computer systems comply with the requirements set forth in this agreement, 10. WARRANTY 10.1 Limited Warranty. DIJP represents and warrants to Licensee that the Licensed Products will perform in all material respects. DIAP further represents and warrants that it has the right to enter into this Agreement and to grant Licensee the rights granted hereunder. Should DMP be in breach of its representation and warranty under this section 10.1. DMP's entire liability and Licensee's exclusive remedy under this Agreement shall be, at DMP's option, which option shall be exercised within 30 business days of date of delivery of licensed products, either (I) return the Licensed Product(s) in exchange for the full refund of all of the fees paid for such Licensed Product(s), or (ii) repair or replace the Licensed Product(s) upon its return to DIJP provided, however, that DMP receives written notice from Licensee of a breach of warranty. Any replacement Licensed Product will be warranted for 30 days from delivery of the replacement Licensed Product 10.2 Infringement. (a) If any action or proceeding brought against Licensee is based on a claim of infringement arising out of Licensee's use of all or any portion of a Contributed Products included in the Licensed Products, and if Licensee notifies DIAP within thirty (30) days after the receipt of knowledge of any such action or proceeding, DMP shall, at its own expense, do the following to assure continuation of the use of the Licensed Products and Documentation: (1) procure for Licensee the right to continue to use any part of the Licensed Product and Documentation affected by such action or proceeding, or (ii) replace or modify, with Licensee's approval, any Licensed Products and Documentation determined to be infringing such that the infringement is removed; or (iii) failing (1) or (ii) above reimburse Licensee for the pro rata portion of the Licensed Products license fee paid to DMiP by Licensee, if any, of any period in which Licensee is unable to use the Licensed Product as a result of such action or proceeding. Licensee shall exert its best efforts to cooperate with DMiP in DMP's defense of such actions and proceedings. DMP shall give Licensee prompt written notice of any potential infringement problems of which it becomes aware. (b) Notwithstanding anything to the contrary contained herein, DIAP, Contributors and Owners shall have no warranty, liability or obligation with respect to Peripheral Products or to any modifications of the Licensed Product by Licensee if, absent the incorporation of the Licensed Products or modifications made by Licensee, the claim of infrinoernent would not have occurred, r=urther, if any claim, suit or F - S Sep 03 03 08:23a • g""=~ Map Prc-ucc.s e 532 8557 demand is asserted by a third party that, as a result of modifications by the Licensee, Licensed Products as so modified infringes on intellectual property right of the third party or that Peripheral Products Infringe on intellectual property right of the. third party, Licensee shall defend, indemnify and hold harmless DMP, Contributors or Owners with respect to. any and all losses, necessary and reasonable costs, liabilities or damages resulting from or in conjunction with such claim (including reasonable and necessary attorneys' fees) and any judgment that may be awarded against DIAP, Contributors or Owners to the extent such claim or judgment is based upon such Licensee made modification or Peripheral Product 10.3 Disclaimer of \Narranties. THE WARRANTIES STATED IN SECTION 10.1 ABOVE ARE THE SOLE AND THE EXCLUSIVE WARRANTIES OFFERED BY DMP, THE OWNERS AND THE CONTRIBUTORS. DMP, THE OWNERS AND THE CONTRIBUTORS HEREBY EXPRESSLY DISCLAIM ALL OTHER WARRANTIES RESPECTING THE CONTRIBUTED PRODUCTS, THE LICENSED PRODUCTS, DOCUMENTATION, OR SERVICES PROVIDED OR DEVELOPED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANT OF DESIGN, OF ViiERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT, EVEN IF THE PARTIES HAVE BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF THE PARTIES IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF THE PARTIES AS SET FORTH HEREIN. 10.4 . Limitation of Liability (a) Except as otherwise expressly set forth in this Agreement; neither Dh/iP, Contributors, owners nor Licensee shall be liable to any of the others for any special, indirect, incidental or consequential damages resulting from a breach of this Agreement including, but not limited to, loss of use of or under-utilization of labor or facilities, loss of revenue or anticipated profits, or claims of customers, resulting from performance or nonperformance of the obligations under this Agreement. (b) Except for claims of infringement or unauthorized disclosure of the other party's proprietary or confidential information, any provision herein 10 the contrary notwithstanding, the maximum liability of DIAP to any person, firm, or corporation whatsoever arising out of or in connection with any license, use of other employment of the Licensed Products Data delivered to Licensee hereunder, when such liability arises from any claim based on breach or repudiation of contract or warranty, shall in no case exceed the actual License fee paid to DMP by Licensee for the Licensed Product, the License; use or other employment of which gives rise to the liability. 11. TERM OF AGREEMENT This Agreement shall be effective on the Effective Date and shall continue in effect commensurate with the terms specified for the Licensed Products in Exhibit A, Schedule of Licensed Products, unless terminated in accordance with the terms and conditions of Section 12. F. 10 Sep 03 03 06:23a WS "=1 Map Products `S~ geS7 p.i! 12. DEFAULT AND TERMINATION 12.1 Events_ of Default. This Agreement may be terminated by the non- defaulting party if any of the following events of default occur: (a) a party materially fails 10 perform of comply with this Agreement or any provision hereof; (b) a pa fy fails to strictly comply with the provisions of Section 8 (Protection of Licensed Product) or of Section I (Confidentiality and Injunctive Relief) or makes an assignment in violation of Section 14 (Non-assignability); (c) any transfer, sale, merger, or:acquisition of more than fifty percent (50°io) of the issued and outstanding shares of assets of either party; (d) a party ceases doing business, becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (e) a petition under any foreign, state, or United States bankruptcv act, receivership statute, or the like, as they now exist, or as they may be amended, is filed by a party, or, (f) such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition is not resolved favorably within ninety (010) days. 12.2 Effective Date of Termination. Termination under subparagraphs 12.1(b) (c), (d): (e), or (f) above, shall be effective on notice. Termination under subparagraph 12.1 (a) shall be effective thirty (30) days alter notice of termination to the defaulting party if the defaults have not been cured within such thirty-day (30-day) period. 12.3 Obligations on Expiration or Termination. Upon expiration or termination of this Agreement, Licensee shall cease and desist all use of the Licensed Products, and Licensee shall promptly deliver to DIVIP at termination all full, or partial, copies of the Licensed Products and Documentation in Licensee's possession or under its control. Expiration or termination shall not prohibit Licensee from continued use of Peripheral Products in perpetuity under the terms specified herein and continued use of Derivative Products in perpetuity under the terms specified herein provided that such use does not include any manner of attempt to recreate any form of the Licensed Products from such Derivative Products and Licensee continues to protect such Derivative Products in perpetuity as outlined in this Agreement. Licensee acknowledges that its failure to comply with the obligations of this Section vJll constitute unauthorized use of the Licensed Products, entitling DMP to equitable relief as specified herein. 13. h.IOTICES All notices, authorizations, and requests in connection with this Agreement shall be deemed given (a) five days after being deposited in the mail, postage prepaid, certified, or registered, return receipt requested; or (b) one day after sent by overnight. courier, charge prepaid; and addressed as first set forth above or to such other address as the party to receive the notice or request so designates by written notice to the other, addressed as follows: 04 c32 8657 p.12 Sep 03 03 08:24a O''-g "._j mar Frocucts To Digital Map Products: To Licensee: Digital Map Products City of Rosemead 3187 Red Hill Avenue, Suite 220 8838 Ea=_t Valley Boulevard Costa Mesa, California 92626 Rosemead, California 91770 Attn: Peter Lyons or . Attn: Contracts Ken Rukavina Phone: (714) 755-4499 Phone: (626) 288-6671 Fax: (714) 662-0515 Fax: (626) 307-9218 14. NON-ASSIGNABILITY Neither party may 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 the other party. Any unauthorized assignment or transfer shall be null and void and shall constitute grounds for immediate termination of this Agreement under Section 12 above. This Agreement shall inure to the benefit of and be binding upon any permitted assignee. 15. GOVERNING LA\Y The validity, interpretation, construction and periormance of this Agreement shall be governed by the laws of the State of California, without regard to the conflicts of laws principals thereof. 16. SEVERABILITY If any provision of this Agreement shall be held bya court of competent jurisdiction to be Illeaal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. 17. MISCELLANEOUS 17.1 Entire Understanding. This Agreement and the exhibits signed or initialed by Licensee attached hereto contain the entire understanding and agreement between the parties respecting the subject matter hereof and all priory quotations, invoi whether negotiations, understandings, representations, and agreements o the parties, oral or written, are superseded in their entirety. 17.2 Viodifications to Agreement. This Agreement may not be supplemented, modified amended, released, or discharged except by an instrument in writing signed by each party's. duly authorized representative. 17.3 Headings Not Controlllnc. 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. Sep 03 03 08:248 0ig;"el rap Products 432 e657 17.4 Consent to Breach Not Waiver. Anyvvaiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or . of any subsequent default or breach of the same or a different kind. IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute and deliver this Agreement as of the date first set forth above. CITY OF ROSEMEAD DIGITAL MAP PRODUCTS p.13 DONA J. WAG, JAMESSKURZYNSKI ,7 s -ant Cit, 114nager Vic ~est~ent, Chief Operating Officer Sep 03 03 08:25a 10 it4-al Map ProCuct.s ~=r 432 865; Exhibit A Schedule of Licensed Products Licensed Product Descrintion Right of Ways and Parcels Property Attribute Data Raster Tax Maps Color Digital Imagery Thomas Bros. Maps Digital Database Contributed Database Owner Los Angeles County First Arnerican Real Estate Solutions NOTINCLUDED NOTiNCLUDED NOT INCUMED p'1` Geo'rarhic Botmdaries of Licensed Products All Licensed Products are geograph cally bound by City boundaries plus a 500' buffer, w itli a total parcel count of 15,627. 0.00 None I License Fee Schedule for all Ar nual Licensed Products with 500' buf $ 9,=76.20 rUght of \Nays and Parcels 2,552.00 Property Ownership Attributes All fees are exclusive of local sales tax which -will be itemized at time of invoice Sep 03 03 08:25a ~,g?-al. Map Products Exhibit B Other Products/Services 04 532 8557 Other Products / cervices Annual installation, Trairting L Supposcert one-five S 2,00000 P. s ~ ill be fee:. are exclusi" e of local _ales tax " ilich e itemized at +.,ne of invoice • Sep 03 03 08:25a Digi`al Map Products 0 714 432 8657 Exhibit C product Update Schedule Licensed Product/Service Description Rig'nt of Ways and Parcels Property Attribute Data Raster Tax Maps . Thomas Bros. Nrps Digital Database Color Digital Imagery Update Schedule ANNTUAL MONTHLY NOT INCLUDED NOT INCLUDED NOTINCLUDED s p.16 • CITY OF ROSEMEAD STANDARD FORM AGREEMENT INTER-AGENCY AGREEMENT DIGITAL MAP PRODUCTS CITY. of Rosemead and Digital Map Products This Agreement, is entered in duplicate on the dates set forth below by and between the City of Rosemead, a municipal corporation of the State of California, (hereinafter referred to as "CITY") and Digital Map Products (hereinafter referred to as "SUBRECIPIENT"). By this Agreement, CITY agrees to engage the services"of SUBRECIPIENT, and SUBRECIPIENT agrees to perform the services for CITY hereinafter described, for the compensation, during the term, and otherwise subject to the covenants and conditions hereinafter set forth. 1. SUBRECIPIENT's Services SUBRECIPIENT shall perform the tasks, obligations and services set forth in the "Scope of Services" attached to and incorporated into this Agreement as Attachment 2. Availability of Funds/Modifications CITY's provision of funding to SUBRECIPIENT pursuant to this Agreement is contingent on the availability of program funds and continued Federal and State authorization for those program activities, and is subject to amendment or termination due to lack of funds or authorization. This Agreement is subject to written modification and termination as necessary by CITY in accordance with requirements contained in any future Federal or State legislation, regulations or CITY policy. All other modifications must be in written form and approved by both parties. 3. Compensation for SUBRECIPIENT's Services CITY shall pay SUBRECIPIENT for the services performed by SUBRECIPIENT pursuant to the terms of this Agreement. The compensation shall be as set forth in the "Schedule of Compensation" attached hereto as Attachment "B". The compensation shall be paid at the time and manner set forth in Attachment "B." 4. Term of Agreement The term of this Agreement shall be from September 1, 2004 to June 30, 2005. 1 • 0 5. Commencement of Performance SUBRECIPIENT shall not obligate or request disbursement of funds, incur any cost, or initiate identified projects which are subject of this Agreement, until the provisions of this paragraph have been fully satisfied: A. SUBRECIPIENT furnishes proof of insurance as required under paragraph 9 of this Agreement. B. CITY gives SUBRECIPIENT a written Notice to Proceed. C. The Community Development Block Grant (CDBG) Funded Projects have obtained environmental clearance from HUD and all environmental reviews that may be required by Federal law have been completed and certified by the CITY's Community Development Department and CITY has issued a written Notice to Proceed. D. The Federal U.S. Dept. of Housing and Urban Development (HUD) has approved the CITY's request for release of funds (if applicable) and disbursement to SUBRECIPIENT of any Federal Grant Funds. 6. Federal Terms and Conditions CDBG funds shall be used strictly in accordance with the CDBG Program terms and conditions set forth in Attachment "D," attached hereto and incorporated herein. 7. Status of SUBRECIPIENT The CITY and SUBRECIPIENT agree that SUBRECIPIENT, in performing the services specified herein and as specified in Attachment "A", shall act as an independent contractor and shall have control of all work and the manner in which it is performed. SUBRECIPIENT shall be free to contract for similar service to be performed for other employers while under contract with CITY. SUBRECIPIENT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provided for its employees. 8. Designated Representative (a) The CITY's representative is as follows: Name and Title: Brad Johnson Planning Director Address: 8838 E. Valley Blvd. Rosemead, CA 91770 E-mail Address: bwjohnson@cityofrosemead.org 2 Telephone No. Fax No.: (626) 569-2140 (626) 307-9218 C (b) The SUBRECIPIENT's representative, who shall be responsible for job performance, negotiations, contactual matters, coordination with the CITY Representative is as follows: Name and Title: Post Office Address E-mail Address: Telephone No.: Fax No.: Brian Manson, Product Manager 575 Anton Blvd., Suite 750 Costa Mesa, CA 92626 bmanson@digmap.com (714) 432-7637 (714) 432-8657 The SUBRECIPIENT's professional services shall be actually performed by, or shall be immediately supervised by, the SUBRECIPIENT's representative. 9. Assignment This Agreement is for the professional services of SUBRECIPIENT. Any attempt by SUBRECIPIENT to assign the benefits or burdens of this Agreement without written approval of CITY shall be prohibited and shall be null and void. 10. Records, Inspections, and Reports The SUBRECIPIENT shall maintain full and accurate records with respect to all services and matters covered under this Agreement. The CITY shall have a free access at all reasonable times to such records, and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. SUBRECIPIENT shall submit in writing a monthly status report, along with monthly billing and back up documentation to the CITY providing information for the service as specified in Attachment "B." 11. Hold Harmless SUBRECIPIENT shall save harmless and indemnify, and at CITY's request, defend the CITY, its officers, officials, employees, agents, representatives, and volunteers from and against any and all claims, demands, actions, damages, expenses, suits, accidents, injuries, liability, or proceedings of any character whatsoever (including without limitation, attorney's fees), brought for, or on account of, or resulting from or arising out of or in connection with, any act, error or omission, negligence, wrongful conduct, or other action by SUBRECIPIENT or any of SUBRECIPIENT's officers, agents, employees, representatives, SUBRECIPIENTS, or subcontractors in connection with or in the performance of the Agreement. 3 12. Insurance Prior to commencing performance of the services required by this Agreement, and at all other times this Agreement remains in effect, the SUBRECIPIENT shall, procure and maintain in full force and effect all of the insurance requirements (including, but not limited to, the Proof of Insurance requirements), as specified in Attachment "E" which is incorporated herein by reference. 13. Covenants and Conditions Each term and each provision of this agreement to be performed by SUBRECIPIENT shall be construed to be both a covenant and a condition. 14. Termination At any time, with or without cause, the CITY shall have the right, in its sole discretion, to terminate this Agreement by giving written notice to SUBRECIPIENT pursuant to Paragraph 19 of this Agreement. There shall be no period of grace after giving the notice of termination. Termination shall become effective immediately upon the giving of notice as provided in Paragraph 21.of this Agreement. 15. Effect of Termination Upon termination, as stated in Paragraph 14 of this Agreement, the CITY shall be liable to SUBRECIPIENT only for work done by SUBRECIPIENT up to and including the date of termination of this Agreement, unless the termination is for cause, in which event SUBRECIPIENT need be compensated only to the extent required by law. 16. Ownership of SUBRECIPIENT's Work Product CITY shall be the owner of any and all computations, plans, correspondence and/or other pertinent data and information gathered or prepared by SUBRECIPIENT in performance of this Agreement and shall be entitled to immediate possession of the same upon completion of the work under this Agreement, or at any earlier or later time when the same may be requested by CITY. 17. Taxpayer Identification Number SUBRECIPIENT shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. 2000), as issued by the Internal Revenue Service. 4 0 0 18. Availability of Funds Funding of this Agreement is contingent on the availability of CDBG or HOME funds and continued Federal authorization for program activities, and is subject to amendment or termination due to lack of funds or lack of authorization. 19. Modification of Agreement This Agreement is subject to written modification and termination as necessary by the CITY in accordance with requirements contained in any future Federal legislation and regulations effecting this Agreement or funding for programs hereunder. All other tasks described in this Agreement and all other terms of this Agreement may be modified only upon mutual written consent of CITY and SUBRECIPIENT. 20. Use of the term "CITY" Reference to "CITY" in this Agreement includes CITY Manager or any authorized representative acting on behalf of CITY. 21. Notices All notices given, or required to be given, pursuant to this Agreement shall be in writing and may be given by personal delivery or by mail. Notice sent by mail shall be addressed to each party's designated representative as set forth above. When addressed in accordance with this paragraph, such notice shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices shall be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 22. Permits and Licenses SUBRECIPIENT, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 23. Waiver A waiver by the CITY of any breach of any term, covenant, or condition contained in this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement whether of the same or different character. 5 • 0 24. Governing Law The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the Superior Court of Los Angeles County. 25. Integrated Agreement This Agreement, along with Attachments A, B, C, D, and E, represents the entire Agreement between the CITY and the SUBRECIPIENT and all preliminary negotiations and agreements are deemed a part of this Agreement. No verbal agreement or implied covenant shall be held to vary the provisions of this Agreement. This Agreement shall bind and inure to the benefit of the parties to this Agreement and to any subsequent successors and assigns. In Witness Whereof, the parties have signed this agreement on the dates set forth below. ATTEST: "CITY": City of Rosemead City Clerk Bill Crowe City Manager Date: APPROVED AS TO FORM: "SUBRECIPIENT": Digital Map Products Approved by City Council Action on: April 12, 2005 6 Date: S FtA`( D~ - - DIGITAL ATTACHMENT "A" MAP PwoouCTS DIGITAL MAP PRODUCTS PROPOSAL For: Brad Johnson Proposal Number: BM05-R-01 Client: The City of Rosemead Date: March 4 2005 Digital Map Products is excited to present the Rosemead with this proposal to provide a cost effective imagery solution that meet current and future business needs. Proposed Digital Map Products' Solution: OrthoPics Pro Digital Map Products is proposing the acquisition and integration of DMP OrthoPics Pro for the City of Rosemead. The OrthoPics Pro is comprised of 3 inch per pixel resolution, color custom orthophotography for the Rosemead with a 500' buffer around the city limits, and elevation data sets for use within CityGIS5 and other spatial tools and applications. This high quality product will provide a highly accurate and detailed imagery for Rosemead integrated within the City's existing CityGIS5 environment. Along with the delivery and integration of imagery within CityGIS5, the City of Rosemead will receive individual tiff files and a compressed file that allows the mosaicing of the individual files for viewing your area of interest at one time. Also included within the scope of this project is the delivery of a Digital Elevation Model (DEM) and 2' contour data derived from the DEM. The DEM can be utilized to provide the City accurate and useful information with regards to drainage, slope, grading and line-of-sight studies. OrthoPics Pro will prove to be a key data resource to many of the City's departments enabling the accurate assessment of land and property conditions, locating non-permitted structures and uses, aiding public safety, identifying facilities & infrastructure and providing a strong base for all engineering activities. DMP proposescapturing the rooflines or footprints of critical / essential facilities and structures that will aid in disaster relief planning and preparedness. These features will be developed during the creation of the DEM and will be accurate to the standards of the imagery product. If there is interest in.this, The City will need to determine the areas of interest for an estimate before the project is initiated. To ensure the City maintains and leverages their investment in high quality imagery DMP also provides 2°d Generation Orthophotography products, DMP OrthoPics 2Go. OrthoPics 2Go will utilize the correction and accuracy of the I' generation photos to provide complete or partial updates at a very affordable rate. DMP has passed savings of up to 60% to clients utilizing crisp, up to date 2°d Generation imagery, leveraging the investment of I't generation products. A digital map representing the flight lines and actual area to be flown will accompany this proposal. The cost for the custom imagery was based on this layout and if additional areas need to be covered then this will require a new proposal to reflect any cost changes. 575 Anton Blvd., Suite 750 Costa Mesa, California 92626 Tel: 714.432.7637 Fax: 714.432.8657 DIGITAL MAP PRODUCTS Professional and Data Services: Orthophotography - DMP's Professional and Data Services team is assigned to work with Rosemead staff regarding the creation and integration of custom high-resolution imagery. The team works from a defined scope of work moving forward towards delivery day when all of your users will begin using and interacting with the newly created orthophotography layer. DMP will provide a scope of work, and project schedule once the professional agreement has been signed. Orthonhotouaphy Description DMP OrthoPics Pro Digital orthophotography will be produced by creating full digital terrain models with mass points and break lines, scanning the aerial photo imagery, and orthorectifying the imagery to the DTM's. The orthophotography proposed for this project is 1 "=500' photo scale that will produce 3 inch per pixel resolution, color imagery, this product is capable of 1" = 40' scale plotting and will be 1" = 100' horizontal mapping accuracy 6 inches). Photography will be acquired on a clear day between 10:00 a.m. and 2:00 p.m. Pacific Standard Time when clouds, fog, haze, smog, shade or precipitation does not obscure the ground. The entire process will be supervised and conducted on the direct supervision of a licensed land surveyor. Certified professionals with numerous years of experience will conduct all flight and data collection utilizing state of the art equipment and processes. OrthoPics Pro Deliverables: • Integration of all imagery within Rosemead's CityGIS5 environment • One DVD disk bearing a .T1F file for each image. Alternate formats such as ERS may be substituted. • One compressed file representing entire project area. • One Digital Elevation Model (DEM) for use in other mapping and analytic software packages. • One shapefile containing 2' contours from the project DEM. This data will be integrated within Rosemead's CityGIS5 environment. Page 2 of 3 0 DIGITAL MAP PRODUCTS pSo u~e~~.~~ ~ Solafion3Descri ions ate' Fee Professional and Data Services _ OrthoPics Pro Color 3" Pixel Resolution Custom $29,950.00 ~ Orthophotography. Approximately a total of 49 models for entire project Total _ J $29,950.00 There is a 50% initial billing to begin this service. This is a mobilization fee, which includes flight, survey and control. Final delivery will be within 90 to 120 days of notice to proceed from the City of Rosemead. It is important to note that this service is time sensitive. To ensure your jobs position in our schedule and for DMP to deliver the best possible results it is important that we have the project area flown as soon as possible to take advantage of good weather conditions. This document will serve as a framework for arriving at the Digital Map Products solution that best meets the needs of the City of Rosemead and will be updated as we agree on the solution for your organization. Your signature below will indicate that we have reached final agreement on the proposal. This will enable Digital Map Products team to prepare a project schedule, involve our Professional and Data Services organization and begin the services work detailed above. The terms of this proposal expire on May 6, 2005 unless extended by Digital Map Products. We look forward to the opportunity to provide additional services to Rosemead, and assure you that your needs will always receive our very best attention. Please contact me if you have any questions regarding this proposal or our other services at 714.432.7637 x2361. I will call you shortly to answer questions that you have developed upon reviewing this proposal. Sincerely, DIGITAL MAP PRODUCTS Brian Manson Product Manager, Professional and Data Services Accepted: Client: The City of Rosemead By: Brad Johnson Date: 11 Page 3 of 3 • 9 Imagery Specifications • 3" ground resolution per pixel color orthophotography for the City of Rosemead with a 500' buffer of the surrounding areas. • 1" = 500' photoscale with I" = 100' Horizontal Map Accuracy • Airborne GPS • Negatives and contact prints (I set) • 12 micron scan Deliverables • Uncompressed T1F images with accompanying world file, based up on the mutually agreed upon tile structure, California State Plane Coordinates, Zone 5 NAD83 • 1 Mosiac of complete Project Area, uncompressed TIF with accompanying world file, California State Plane Coordinates, Zone 5 NAD83. • I Mosiac of complete Project Area, uncompressed TIF or ERS with accompanying world file, UTM ZONE I IN, Meters NAD83. • 2' DEM Derived Contours shapefile format (2 files) o California State Plane Coordinates, Zone 5 NAD83 o Geographic Coordinates, NAD 83 • Project DTM • All deliverables on DVD media 0 ATTACHMENT "B" STANDARD FORM PROFESSIONAL SERVICES AGREEMENT SCHEDULE OF COMPENSATION FY 2004-2005 PROJECTS I - U:-_ SoluttonyT e~ MUM Professional and Data Services 11G1TAL B-ZOR MAP PRODUCTS .Tee~t.: I OrthoPics Pro Color 3" Pixel Resolution Custom $29,950.00 Orthophotography. Approximately a total of 49 models for entire project Total) $29,950.00 There is a 50% initial billing to begin this service. This is a mobilization fee, which includes flight, survey and control. Final delivery will be within 90 to 120 days of notice to proceed from the City of Rosemead. It is important to note that this service is time sensitive. To ensure your jobs position in our schedule and for DMP to deliver the best I I possible results it is important that we have the project area flown as soon as possible to take advantage of good weather conditions. 3 2 ATTACHMENT "B" STANDARD FORM PROFESSIONAL SERVICES AGREEMENT SCHEDULE OF,COMPENSATION FY 2004-2005 PROJECTS 1. BILLING. After ten (10) days in which services are performed or expenses are incurred under this Agreement, SUBRECIPIENT shall submit an invoice to the CITY at the following address: City of Rosemead - Planning Department Attn: Brad Johnson 8838 E. Valley Boulevard Rosemead, CA 91770 The invoice submitted pursuant to this paragraph shall be on the CITY's standard billing and reporting forms and will include the following: back up documentation to substantiate charges and a subtotal sheet enumerating all charges, report on the progress made in implementation of the project and households/persons served. 2. TIME OF PAYMENT. Payment to SUBRECIPIENT shall be made in accordance with the CITY's regular billing cycle after submittal of SUBRECIPIENT'S invoice and approval by CITY. 3. MAXIMUM COMPENSATION. Notwithstanding the foregoing, SUBRECIPIENT shall complete all the work and tasks described in Attachment "C" for a total amount of compensation that does not exceed $15,000 which amount includes all out-of-pocket expenses. 3 • 0 ATTACHMENT "C" STANDARD FORM PROFESSIONAL SERVICES AGREEMENT SCOPE OF SERVICES FY 2004 - 2005 PROJECTS SUBRECIPIENT shall have the goal, in accordance with its Scope of Service to provide color custom orthophotography in accordance with its proposal, which is incorporated herein by reference. The proposal is Attachment "A" to the herein Agreement. Between September 1, 2004 and June 30, 2005, using $15,000 of available program funds. HUD/CITY Reports SUBRECIPIENT shall be responsible for conducting an annual audit of its CDBG program in compliance with the Office of Management and Budget (OMB) Circular No. A-133 issued pursuant to the Single Audit Act of 1984, P.L. 98-502, OMB Circular A-110 and 24 CFR Part 85, as applicable. A copy of the required audit or financial statement shall be forwarded to the CITY upon completion. Any costs associated with the annual audit shall be the responsibility of the SUBRECIPIENT. F-1 L 9 ATTACHMENT "D" CDBG CONTRACT REQUIREMENTS 1. COMPLIANCE WITH FEDERAL LAWS AND REGULATIONS SUBRECIPIENT agrees that it undertakes hereby the same obligations to CITY that CITY has undertaken to HUD pursuant to CITY's CDBG application and certifications. The obligations undertaken by SUBRECIPIENT include, but are not limited to, the obligation to comply with all Federal laws and regulations described in Subpart K of 24 CFR Part 570 and specifically with each of the following: . A. The Housing and Community Development Act of 1974 (Public Law 93- 383) as amended, and legislative changes contained in the Housing and Urban-Rural Recovery Act of 1983; and the Housing and Community Development Act of 1987; B. Final regulations of the Department of Housing and Urban Development relating to Community Development Block Grants (Title 24, Chapter V, Part 570 of the Code of Federal Regulations commencing with Section 570.1) dated September 6, 1988; and revisions to 24 CFR Part 570 at Subpart J entitled "Grant Administration" and dated March 11, 1988; C. Regulations of the Department of Housing and Urban Development relating to environmental review procedures for the Community Development Block Grant program (Title 24, Subtitle A, Part 58 of the Code of Federal Regulations, commencing at Section 58.1), except that SUBRECIPIENT does not assume CITY's environmental responsibilities; D. Title VI of the Civil Rights Act of 1964 (Public Law 88-352); Title VIII of the Civil Rights Act of 1968 (Public Law 90-284); Section 109 of the Housing and Community Development Act of 1974; Section 3 of the Housing and Urban Development Act of 1968; Executive Order 11246 as amended by Executive Order 12086; Executive Order 11063 as amended by Executive Order 12259; and any HUD regulations heretofore issued or to be issued to implement these authorities relating to civil rights; E. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 and regulations adopted to implement that Act in the Code of Federal Regulations, Title 24, Part 42; F. Administrative regulations, including, but not limited to, applicable sections of Department of Housing and Urban Development regulations located at: 4 C (1) 24 CFR Part 85 entitled "Uniform Administrative Requirements for Grants and Cooperative Agreements to State, Local, and Federally Recognized Indian Tribal Governments" and referred to as the "Common Rule"; (2) OMB Circular A-87 entitled "Cost Principles Applicable to Grants and Contracts with State and Local Governments';' (3) OMB Circular No. A-133 entitled "Audits of State and Local Governments"; (4) OMB Circular A-110 entitled "Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations"; (5) OMB Circular A-122 entitled "Cost Principles for Non-Profit Organizations." . G. The following laws and regulations relating to preservation of historic places: Public Law 89-665 the Archaeological and Historical Preservation Act of 1974 (Public Law 93-291), and Executive Order 11593 including the procedures prescribed by Advisory Council on Historic Preservation in 36 Code of Federal Regulations, Part 800; H. The Labor Standards Regulations set forth in Section 570.603 of 24 CFR Part 570; and HUD Handbook 1344.1; The Architectural Barriers Act of 1968 (42 U.S.C. Section 4151) and the Americans' with Disabilities Act of 1990 (ADA); J. The Hatch Act relating to the conduct of political activities (Chapter 15 of Title 5, U.S.C.); K. The Flood Disaster Protection Act of 1973 (Public Law 93-234 and the regulations adopted pursuant thereto) 24 CFR Chapter X Subpart B; L. The Clean Air Act (42 U.S.C. Section 1857 et. Seq.) and the Federal Water Pollution Control Act, as amended (33 U.S.C. Section 1251 et seq.) and the regulations adopted pursuant thereto (40 CFR Part 15); M. Executive Order 12372, which requires State Clearinghouse review and comment of any CDBG project for the planning, construction, reconstruction, and/or installation of water or sewer facilities; N. Section 401 (b) of the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4831 (b)); and Lead Safe Housing Rule and 5 • s 0. Provision of 24 CFR Part 24 regarding use of debarred, suspended, or ineligible contractors or SUBRECIPIENTS. SUBRECIPIENT further agrees to comply with any environmental, procurement, construction, and other guidelines provided by CITY. SUBRECIPIENT shall obtain any necessary permits and licenses that may be necessary for its performance under this Agreement. Failure to meet established performance goals and standards and/or non-compliance with applicable rules and regulations shall constitute non-compliance with the terms of this Agreement. The CITY is entitled to use one or more of the following remedies for non- compliance, temporarily withhold cash payments pending correction of deficiencies by SUBRECIPIENT; disallow all or part of the cost of the activity or action not in compliance: wholly or partly suspend or terminate the current award for the SUBRECIPIENT'S program; withhold further awards for the program; and/or take other remedies that may be legally available. 2. SUBCONTRACTS SUBRECIPIENT shall incorporate the same or substantially equivalent requirements as are contained in this Agreement in all subcontracts which utilize any CDBG funds and/or support any CDBG projects(s) covered by this Agreement; when project(s) utilize(s) funds from CDBG and other funding sources, all funds shall be subject to CDBG regulations. SUBRECIPIENT, by entering into any such subcontract for performance of any portion of its CDBG program, is not relieved of its responsibilities to CITY as set forth in this Agreement. 3. NON-DISCRIMINATION/GRIEVANCE PROCEDURES No person with responsibilities in the operation of any project under this contract will discriminate because of race, creed, color, national origin, age, sex, political affiliation, handicap, beliefs, or marital or familial status. SUBRECIPIENT will ensure that every effort is made to provide equal opportunity to every potential minority.and women's business vendor, contractor and subcontractor. 4. STANDARD OF CONDUCT/CONFLICT OF INTEREST AND LOBBYING No member, officer or employee of SUBRECIPIENT or its designee or agents, no member of the governing body of the locality in which the program is situated, and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the program during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract 6 • • or subcontract, or the process thereof, for work to be performed in connection with the programs activities assisted under this contract. By entering into this contract, SUBRECIPIENT certifies: A. No Federal appropriated funds have been paid or will be paid, by or on behalf of SUBRECIPIENT, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant loan, or cooperative agreement. B. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, SUBRECIPIENT shall complete and submit Standard Form- LL, "Disclosure Form to Report Lobbying," in accordance with its instructions, and other Federal disclosure forms as requested. C. SUBRECIPIENT shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all SUBRECIPIENTS shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 5. FISCAL CONTROL The SUBRECIPIENT shall be responsible for the internal control. and monitoring of fiscal and programmatic/operational goals and procedures. The SUBRECIPIENT shall establish such fiscal controls and fund accounting procedures as required by Federal regulations, or as may be deemed necessary by HUD and CITY to assure the proper disbursal of, and accounting for, funds paid to the SUBRECIPIENT under the CDBG. 7 A. Disbursement of Funds: CDBG funds shall be disbursed by CITY to SUBRECIPIENT on a reimbursement basis for actual expenses. B. Deposit of Funds: SUBRECIPIENT shall maintain separate accounts within established bookkeeping systems for the deposit of CDBG funds. All cash advances must be deposited in an interest-bearing account; any interest earned in excess of $100 per year must be returned at least annually to the U.S. Department of Housing and Urban Development (HUD) via the CITY. Deposits in minority banks are encouraged. SUBRECIPIENTS subject to OMB Circular A-110: 1. Shall deposit funds in an account requiring two signatures for disbursement and shall submit to CITY specimen signatures for all authorized signatories prior to receipt of funds. CITY agrees to pay SUBRECIPIENT progress payments at the time and in the manner set forth in Attachment "B". Payment by CITY is not to be construed as final in the event HUD disallows reimbursement for the project or any portion thereof. SUBRECIPIENT shall submit reasonable back-up documentation as specified by CITY with request for payment. SUBRECIPIENT shall be liable for all amounts which are determined to be due by HUD including, but not limited to, disallowed costs which are the result of SUBRECIPIENT'S or its contractor's conduct under this contract. SUBRECIPIENT shall be notified in writing and shall be permitted to respond regarding any controversy or proceeding between CITY and HUD arising from this contract. All financial transactions must be supported by complete and verifiable source documents. Records shall provide a clear audit trail. 6. PROGRAMINCOME Program income is defined as gross income received by SUBRECIPIENT and directly generated from the use of CDBG funds; when program income is generated by an activity that is only partially assisted with CDBG funds, the income shall be prorated to reflect the percentage of CDBG funds used. Program income includes, but is not limited to, the following: A. Proceeds from the disposition by sale or long-term lease of real property purchases or improved with CDBG funds; B. Proceeds from the disposition of equipment purchased with CDBG funds; 8 • C. Gross income from the use or rental of real or personal property acquired by SUBRECIPIENT with CDBG funds, less costs incidental to generation of the income; D. Gross income from the use or rental of real property, owned by the SUBRECIPIENT, that was constructed or improved with CDBG funds, less costs incidental to generation of the income; E. Payments of principal and interest on loans made using CDBG funds; F. Proceeds from the sale of loans or obligations secured by loans made with CDBG funds; G. Interest earned on funds held in a revolving fund account; H. Interest earned on program income pending its disposition; and Funds collected through special assessments made against properties owned and occupied by households not of low or moderate income where the assessments are used to recover all or part of the CDBG portion of a public improvement. Program income received by SUBRECIPIENT during the effective term of this Agreement may be retained by SUBRECIPIENT if mutually agreed upon by CITY and SUBRECIPIENT and utilized for the specific activities described in that paragraph, and subject to all provisions of this Agreement. In such case, further disbursement of funds under this contract shall be made in accordance with 24 CFR Part 570.504(b)(2)(i) and (ii). Program income attributable to projects funded under this Agreement and in SUBRECIPIENT's control when Agreement expires or received after the Agreement expiration, shall be paid to CITY as required by 24 CFR Part 570.503(b)(8) when the SUBRECIPIENT ceases to be under continuous Agreement with CITY for the operation of CDBG activities. As long as there is no break in the Agreement period, program income shall be governed by the provisions of Paragraph 5. 7. REVERSION OF ASSETS Upon expiration of this Agreement, SUBRECIPIENT shall transfer to the CITY any CDBG funds in SUBRECIPIENT's control at the time of expiration and any accounts receivable attributable to the use of CDBG funds. Further, any real property under SUBRECIPIENT'S control that was acquired and/or improved in whole or in part with CDBG funds in excess of $25,000 shall be either: 9 • • A. Used to meet one of the national objectives in 24 CFR Part 570.208 after expiration of this Agreement, the length of time to be further prescribed by mutual agreement of the parties. B. Disposed of in such manner that CITY is reimbursed in the amount of the fair market value of the property at the time of disposition of the property, less any portion of the value attributable to expenditures of non-CDBG funds for acquisition and/or improvement of such property. If SUBRECIPIENT is a private non-profit organization, SUBRECIPIENT further agrees to a voluntary lien on above-referenced property as to any CDBG funds received and that such lien will be notarized and recorded in the Office of the County Recorder, will utilize form specified by CITY. 8. EQUIPMENT Equipment, which shall be defined as tangible, nonexpendable, personal property having a useful life of more than one (1) year and an acquisition cost of $5,000 or more per unit, is eligible for purchase using CDBG funds only upon prior approval of CITY and subject to 24 CFR Part 570.207(b)(1). Such equipment shall be used by SUBRECIPIENT in the project for which it was acquired as long as needed, regardless of whether such project continues to be supported by Federal funds; at that time, equipment may be used in other activities currently or previously supported by a Federal agency. Use of such equipment is also subject to provisions of 24 CFR Part 85.32(c)(2)(3) and (4). SUBRECIPIENT shall also establish procedures for managing equipment, which meet the requirements of 24 CFR Part 85.32(d). Further, proceeds from disposition of such equipment shall be treated as program income as specified in Paragraph 6 and 7 of this Agreement. 9. REQUESTS FOR TECHNICAL ASSISTANCE SUBRECIPIENT shall refer to the Community Development Department any regulatory or procedural questions regarding operation of its CDBG project(s). All formal requests for technical assistance shall be submitted in writing. Requests should specify the problem area, particular assistance being requested, and proposed solution if applicable. Informal questions regarding day-to-day program operation may be directed to the designated CITY representative. 10. RECORDS AND REPORTS A. SUBRECIPIENT understands and agrees that CITY may, at any time, request additional information that may be required for the purpose of making necessary reports to the Department of Housing and Urban Development, and State Department of Housing and Community Development, or for otherwise evaluating SUBRECIPIENT's progress and 10 performance pursuant to this Agreement. In the event of such requests, SUBRECIPIENT shall comply by providing the appropriate data within 10 working days from the date of any such request. B. SUBRECIPIENT further understands and agrees that the records and additional information described in this paragraph is required to be retained on a continuing basis for a period of five (5) years after this Agreement has expired, as required for compliance with HUD regulations. 11. CONTRACT RESPONSIBILITY FOR MONITORING AND RECORDS HUD, the CITY, designated representatives of CITY, and other appropriate officials shall have access to all personnel records, management information, and fiscal data of SUBRECIPIENT and any agency or contractor with whom SUBRECIPIENT executes a subcontract necessary to carry out any CDBG project(s) for monitoring purposes. The SUBRECIPIENT shall respond in a timely manner to all identified corrective action needs as a result of HUD, County, or other monitoring. The SUBRECIPIENT shall submit to CITY all required reports and monitoring corrective action plans on a timely basis, as delineated by CITY. Records shall be maintained as follows: A. SUBRECIPIENT agrees to retain all pertinent records under CDBG and HOME, including financial records, until advised by CITY that further retention is unnecessary. Generally, records shall be retained for a period for five (5) years from the end of the fiscal year in which the last project covered by CITY's annual agreement with HUD is completed. Records shall be open and available for inspection by auditors and/or other staff assigned by HUD and/or CITY during the normal business hours of SUBRECIPIENT. If at the end of such five-year period, there is ongoing litigation or an audit involving SUBRECIPIENT's or the CITY's records, SUBRECIPIENT will retain the records until the resolution of such litigation or audit and written notice by CITY that such records may be disposed of. B. Records for nonexpendable property shall be retained for a period for five (5) years after final disposition of the property, if applicable. 12. TERMINATION. A. Termination of Agreement for Convenience: In accordance with 24 CFR Part 85.44, the Agreement may be terminated by either party after thirty (30) days written notice of intention to terminate, setting forth the reasons and the effective date of such termination, has been given to the other party, provided, however, that no notice of termination given by SUBRECIPIENT shall be effective unless HUD has agreed to release CITY from its obligations pursuant to the Program Activity(ies). Alternatively, the Agreement will automatically terminate in the event that 11 • • the United States Government terminates the CDBG or HOME Program or terminates the Program Activity(ies) that are the subject of the contract. B. Termination of Agreement for Cause: In accordance with 24 CFR Part 85.43, the parties hereto understand that pursuant to CITY's execution of the HUD application, CITY assumed responsibility as to the performance of the projects. If through any cause SUBRECIPIENT fails to fulfill in a timely and proper manner its obligations under this contract to undertake, conduct or perform the project(s) identified in this Agreement, or if SUBRECIPIENT violates any of the covenants, agreements, or stipulations of this Agreement, CITY shall thereupon have the right to terminate this Agreement by giving written notice of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. Notwithstanding the above, SUBRECIPIENT shall not be relieved of liability to CITY for damages sustained by CITY by virtue of any payments to SUBRECIPIENT for the purpose of set-off until such time as the exact amount of damages due CITY from SUBRECIPIENT is determined. SUBRECIPIENT hereby expressly waives any and all claims for damages for compensation arising under this Agreement except as set forth in this paragraph in the event of such termination. 12 • • ATTACHMENT "E" STANDARD FORM PROFESSIONAL SERVICES AGREEMENT INSURANCE REQUIREMENTS 1. Types and Amounts of Insurance Coverage. SUBRECIPIENT shall provide the following types of insurance designated in this section by a check mark that included coverage limits complying, at a minimum, with the limits set forth herein: Type of Insurance Limits (comb. Single) Approval Errors and omission Commercial gen. liability $2,000,000 Business auto liability $1,000,000 Workers comp. Statutory Limit 2. Insurance Policy Forms and Provisions. The insurance policies provided by SUBRECIPIENT in compliance with the requirements of this section shall conform to all of the following requirements regarding policy forms and provisions. (a) Commercial Liability Insurance shall be provided on ISO-CGL Form No. CG 00 01 11 85 or 88. Aggregate limit endorsements shall be evidenced on either ISO Form NO. CG 25 03 11 85 or ISO Form No. CG 25 04 11 85. CITY and all of CITY's officers, employees, agents and volunteers shall be named as additional insureds under such insurance coverage using the CITY's standard form endorsement or ISO Form No. CG 20 10 11 85 (in no event with an edition date later than 1990). Coverage shall apply on a primary non-contributing basis in relation to any other insurance or self-insurance, primary or excess, available to CITY or any officer, employee, agent or volunteer of CITY. Coverage shall not be limited to the vicarious liability or supervisory role of any additional insured. There shall be no cross liability, exclusion and no contractor limitation endorsement. In addition, there shall be no endorsement or modification limiting the scope of coverage for liability arising from pollution, explosion, collapse, underground property damage or employment-related practices, except for a provision or endorsement limiting liability arising from pollution to liability caused by sudden or accidental pollution. Any umbrella liability insurance over primary insurance provided to meet primary limits shall apply to bodily injury, personal injury and property damage, at a minimum. Coverage shall be as broad as any required underlying primary coverage, and shall 1 0 • include a "drop down" provision providing primary coverage for liability not covered by primary policies but covered by the umbrella policy. Coverage shall be provided with defense costs payable in addition to policy limits. Coverage shall have starting and ending dates concurrent with the underlying coverage. (b) Business Auto Coverage shall be provided in ISO Business Auto Coverage Form NO. CA 00 01 06 92 including symbol 1 (any auto). As in the case of general liability insurance requirement, CITY and all of CITY's officers, employees, agents and volunteers shall be named as additional insureds under such insurance coverage using CITY's Standard form endorsement of ISO Form No. CG 20 10 11 85 (in no event with an edition date later than 1990). The insurance policy providing such coverage shall be scheduled as underlying insurance to any umbrella policy required above meeting general liability insurance requirements. (c) Workers' Compensation/Employer's Liability Coverage shall provide workers' compensation statutory benefits as required by law. Unless otherwise agreed, this policy shall be endorsed to waive any right of subrogation as respects to the CITY and CITY's officers, employees, agents and volunteers. Employer's liability coverage provided by such insurance shall be scheduled under any primary or umbrella policy described above to meet general liability insurance requirements. 3. Additional Insurance Requirements. SUBRECIPIENT agrees to comply with the following additional requirements with respect to the insurance provided pursuant to this section: (a) Unless otherwise approved by the CITY, SUBRECIPIENT'S insurance shall be written by insurers authorized to do business in the State of California, and with a minimum "Best's" Insurance Guide rating of "AMII." Self-insurance will not be considered to comply with these insurance specifications. (b) SUBRECIPIENT shall provide evidence of the insurance required herein, satisfactory to CITY, consisting of certificate(s) of insurance evidencing all of the coverages required, copies of the insurance policies themselves or any portions thereof, and any required endorsements. Certificate(s) are to reflect that the insurer will provide 30 days notice of any cancellation of coverage. SUBRECIPIENT shall require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions. (c) Requirements of specific coverage features or limits contained in this section are not intended as limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only and is not intended by any party to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. Coverage shall not be limited to the specific location, individual or entity designated as the address of the project or services provided for by this Agreement. 2 • • (d) SUBRECIPIENT shall ensure that coverage provided to meet these requirements is applicable separately to each insured, and that there will be no cross liability exclusions that preclude coverage for suits between SUBRECIPIENT and CITY, between SUBRECIPIENT and any other named insureds or additional insureds under the insurance policy, or between CITY and any party associated with CITY or CITY's officers, employees, agents or volunteers. (e) All general or auto liability insurance coverage provided pursuant to this Agreement, or any other agreements pertaining to the performance of this Agreement, shall not prohibit SUBRECIPIENT, and SUBRECIPIENT's employees or agents from waiving the right of subrogation prior to a loss. By these presents, SUBRECIPIENT waives it's right of subrogation against the CITY. (f) Any failure on the part of CITY or any other additional insured under these requirements to obtain proof of insurance required under this Agreement in no way waives any right or remedy of CITY or any other additional insured in this or any other regard. (g) In the event any policy of insurance required under this Agreement does not comply with these requirements or is canceled and not replaced, CITY has the right, but not the duty, to obtain the insurance it deems necessary to meet the requirements of this Agreement, and any premium paid by CITY for such insurance will be promptly reimbursed by SUBRECIPIENT, or, if not promptly reimbursed, deducted from any compensation to be paid by CITY to SUBRECIPIENT pursuant to this Agreement. (h) SUBRECIPIENT will provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least seventy-two (72) hours before expiration of coverage. (i) SUBRECIPIENT shall require all subcontractors or other parties hired by SUBRECIPIENT to perform any part of the services required by this Agreement, to purchase and maintain all of the insurance specified above, and all such commercial general liability insurance and business automobile insurance shall name as additional insureds all parties to this Agreement. SUBRECIPIENT shall obtain certificates evidencing such coverage and make reasonable efforts to ensure that such coverage is provided as required herein. No contract used by any SUBRECIPIENT, or contracts SUBRECIPIENT enters into on behalf of CITY, will reserve the right to charge back to CITY the cost of insurance required ' by this Agreement. When requested, SUBRECIPIENT shall provide CITY with all agreements with subcontractors or others with whom SUBRECIPIENT contracts with on behalf of CITY, and with all certificates of insurance obtained in compliance with this paragraph. Failure of CITY to request copies of such documents will not impose any liability on CITY, or its employees. 3 • • 0) SUBRECIPIENT shall provide immediate notice to CITY of any claim against SUBRECIPIENT or any loss involving SUBRECIPIENT that could result in CITY or any of CITY's officers, employees, agents or volunteers being named as a defendant in any litigation arising out of such claim or loss. CITY shall not incur any obligation or liability by reason of the receipt of such notice. However, CITY shall have the right, but not the duty, to monitor the handling of any such claim or loss that is likely to involve CITY. (k) In the event of any loss that is not insured due to the failure of SUBRECIPIENT to comply with these requirements, SUBRECIPIENT will be personally responsible for any and all loses, claims, suits, damages, defense obligations and liability of any kind attributed to CITY, or CITY's officers, employees, agents or volunteers as a result of such failure. 4 o • • TO: HONORABLE MAYOR AND COUNCILMEMBERS ROSE MEAD CITY COUNCIL FROM: BILL CITY MANAGER DATE: APRIL 7, 2005 P RE: EXTENSION OF AGREEMENT WITH DIGITAL MAP PRODUCTS FOR GEOGRAPHIC INFORMATION SYSTEM (GIS) SERVICES Attached is a proposal from Digital Map Products (DMP), requesting to extend the existing City subscription to CityGIS. This is an internet based GIS application that allows City staff quick analysis of geographic features as well as property data profiles for Rosemead parcels. The cost of the service was approved by the City Council in the 2004-2005 budget. Staff has requested the subscription be modified from five user seats to ten users and remove the one-meter pixel aerial photography layer. The aerial photography layer will be replaced with a much higher resolution product that is on the City Council agenda tonight for review and approval. This replacement product for the aerial photos is an item that was budgeted for this year and will increase the resolution of the City's aerial photos to a resolution of three-inch pixel resolution. DMP has maintained the City's GIS mapping service online since 1999. DMP has established itself as a reputable and reliable provider of GIS services. City staff has found the service to be an invaluable tool for a variety of applications. RECOMMENDATION It is recommended that the City Council approve the extension to the agreement with Digital Map Products effective through June 8, 2007. COUNCIL AGENDA Attachment(s) I APR 12.2005 DIGITAL MAP DIGITAL MAP PRODUCTS SUBSCRIPTION UPDATE For. Brad Johnson Proposal Number. SS05-RMD-02 Client: Rosemead Date: April 6, 2005 Digital Map Products is providing this proposal to amend the subscription contract agreement between DMP and the City beginning upon the expiration of the previous term on 6/7/04. DMP proposes that with City approval, DMP will deliver updated addendums reflecting these changes to the current contract. The changes requested are: - 3 year extension on the subscription through 6/7/07 - Removal, beginning with the second year of the extension, of the stock aerial photography as the City is contracting to produce custom orthophotography. - Five additional CityGIS5 licenses. Digital Map Products' Solution: Digital Map Products successfully serves the innovative GIS needs of more than 100 agencies and organizations. In addition to the CityGIS5 Application Subscription service, this proposal includes the following services: Data Solutions. - o Street Centerline database - provides accurate representation of city's roadways • Source: Thomas Brothers Maps • Updated: Annually o Los Angeles County Parcel Base - provides accurate outlines of every property in the city. • Source: Los Angeles County • Updated: Annually o Property Ownershipfrransaction records and scanned Assessor maps. As an example, this database will enable the City to deliver accurate property notifications or to tie constituent reports to actual property ownership. • Source: First American Real Estate Services • Updated: Monthly o Aerial Photography. For the first year of the term, the City will license 1.5ft stock aerial photography produced by Eagle Aerial. For second and third year of the term, the aerial photography in the subscription will be the city's new orthophotography. • Geographic Extent - The geographic extent of your Application Subscription and licensed Data Solutions is recommended to be the City border and a 500' buffer around your borders. This is approx. 15,627 parcels and 17,972 property records. When use of the Emergency Map Access feature is required, all data for the entire county will be made available. ninital Man PrMucfs 575 AMnn AW Rta 97-in r:ncb Mara CA 0969R TPI 714 437 7897 Fnr 714 499 RR57 DIGITAL MAP Soluti on T e Solution Descri tiou 6/8/05-6/7/05 6!8/f15 6/7!06 6/8/06-6/7/08 Application Subscriptions CityGISS {a $500 per user, $ 2,500 $ $ 5,000 Five users Ten users rs Ten users 0 CodeEnforcement - 3 users $ 1,700 $ 1,700 $ 1,700 Data Solutions 1 1 Thomas Brothers Centerlines 0 $ 2,000 0 $ 2,000 0 $ 2,000 database urrty Parcels @ $.20 per 1 LA Co $ 3,125 $ 3,125 $ 3,125 J parcel FARES property ownership $ 2,585 $ 2,585 $ 2,585 @ records & Raster Tax Tax Maps s $34 per property record 0 Eagle Aerial Photography $ 3,500 NA NA A ual Total ~ $ 15,410 $ 14,410 $ 14,410 ct 1 We look forward to continuing to serve the City of Rosemead and assure you that your needs will always receive our very best attention. Please contact me if you have any questions regarding this change order at 714-432-7637 x2346. Sincerely, DIGITAL MAP PRODUCTS Steve Stautzenbach Vice President Sales & Marketing Accepted: Client: Rosemead By: Brad Johnson Date: Page 2 of 2 • • EXHIBIT A AMENDMENT#2 ADDITIONAL COPYRIGHT NOTICES Agreement 0207011CG ® Copyright 1996-2005- First American Real Estate Solutions The County of Los Angeles and its contributing cities Tele Atlas, Inc. USGS This section amended to include the following: Thomas Bros. Maps Eagle Aerial All rights reserved. The Contributor content provided by the CityGIS service is the proprietary property of the above-named Contributors and may not be used or reproduced except as expressly licensed by DMP. Digital Map Products Approved Subscriber Approved Agreement 0207011CG EXHIBIT B AMENDMENT #1 CONTENT OF INTERNET MAP Agreement 0207011 CG Data Components Parcel and Right-of-Way Database Property and Ownership Attribute Database Raster Tax Maps I M Color Digital Imagery IM Black and White Imagery Centerline Data Zoning Plan Owner County of Los Angeles First American Real Estate Solutions First American Real Estate Solutions Eagle Aerial USGS Tele Atlas City of Rosemead This section amended to include the following: Centerline Data CityGIS Components General Map Module Notification Module Property Information Module Site Locator Module Property Map Module Thomas Bros. Maps Digital Map Products Digital Map Products Digital Map Products Digital Map Products Digital Map Products Digital Map Products Approved Subscriber Approved • EXHIBIT C AMENDMENT#I SUBSCRIPTION AND LICENSE FEES Agreement 0207011 CG Subscription and License fees are based on 15,627 parcels and 5 user seats Subscription Fees - Fees $ 2,482.00 CityGIS2 annual fee for 5 users - Fees $ 1,714.00 CityGIS2 Code Enforcement Module annual fee for 3 users License Fees Fees $ 0.00 Fees $ 1,253.00 Fees $ 0.00 Fees $ 0.00 Fees $ 1,994.00 Fees $ 2,150.00 Setup Fees - Setup fee $ 0.00 Services Fees Parcel Graphics annual fee Property Information Database annual fee Centerline Data annual fee USGS I Meter Digital Imagery annual fee Raster Tax Maps annual fee .5 Meter Color Digital Imagery annual fee - Service Fee $ 1,350.00 On-call services This section amended as follows: Subscription Fees - Fees $ 2,500.00 CityGIS5 annual fee for 5 users (year 6 only) - Fees $ 5,000.00 CityGIS5 annual fee for 10 users (year 7 & 8) - Fees $ 1,700.60 Code Enforcement Module annual fee for 3 users (years 6 through 8) License Fees - Fees $ 3,125.00 - Parcel Graphics annual fee (years 6 through 8) - Fees $ 2,585.00 - Property Information Database annual fee (years 61hrough 8) - Fees $ 2,000.00 - Centerline Data annual fee (years 6 through 8) - Fees $ 3,600.00 - 1.5' Color Digital Imagery annual fee (year 6 only) Digital Map Products Approved Subscriber Approved EXHIBIT D AMENDMENT#1 EFFECTIVE PERIOD OF THIS AGREEMENT Agreement 0207011 CG Annual subscription: Beginning 07/15/2002 and continuing through to 06/30%2004. This section amended as follows: Annual subscription: Beginning 06/08/2005 and continuing through to 06107/2007. Digital Map Products Approved Subscriber Approved Agreement 020701ICG EXHIBIT E AMENDMENT #1 AUTHORIZED USERS Agreement 0207011 CG Authorized users are any City employee, City Council Member, Commissioner, or staff of the Chamber of Commerce, to be used exclusively for city business only. Consultants may also be granted access for a specific project based upon signing a Service Subscription and Sublicense Agreement and paying a nominal charge based upon their projected level of activity. There were no changes to Exhibit E. Digital Map Products Approved Subscriber Approved Agreement 0207011CG EXHIBIT F AMENDMENT #1 FINANCIAL SUMMARY Agreement 6267011 CG • Fees below are based on a parcel count of 15,627 and 5 user seats. Product Description Fee Yr 1 Fee Yr 2 Original Agreement 2002-03 2003-04 CityGIS Subscription - 5 users $ 2,482.00 $ 2,482.00 Code Enforcement Module - 3 users 1,714.00 1,714.00 Parcel Graphics - licensed for on-site use 0.00 0.00 Property Ownership Information 1,253.00 1,253.00 Centerline Data 0.00 0.00 USGS 1 Meter Imagery 0.00 0.00 .5 Meter Color Digital Imagery 2,150.00 2,150.00 Raster Tax Maps 1,994.00 1,994.00 On-call Services 1,593.50 0.00 Annual Totals $11,186.50 $ 9,593.00 Product Description Fee Yr 3 Fee Yr 4 Fee Yr 5 Amendment #1 2004-05 2005-06 2006-07 CityGIS Subscription - 5 users (yr. 6) $ 2,500.00 CityGIS Subscription -10 users (yrs. 7 &8) 0.00 $ 5,000.00 $ 5,000.00 Code Enforcement Module - 3 users 1,700.00 1,700.00 1,700.00 Parcel Graphics 3,125.00 3,125.00 3,125.00 Property Ownership Information 2,585.00 2,585.00 2,585.00 Thomas Bros. Data 2,000.00 2,000.00 2,000.00 1.5' Color Digital Imagery 3,600.00 0.00 0.00 Annual Totals $ 15,510.00 $14,410.00 $14,410.00 NOTE: Any discrepancies in fees between this Exhibit F and Exhibit C, Exhibit C controls. This Exhibit F is for summary purposes only. Digital Map Products Approved Subscriber Approved Sep.03 03 08:19a 0 -%al Map Products * 432 8657 p.2 SUBLICENSE AGREEMENT Agreement No. 9903007 1999 DIGITAL MAP PRODUCTS This document and any portion thereof may not be reproduced without the prior written consent of DIGITAL MAP PRODUCTS This Sublicense Agreement ("Agreement") is made and entered into as of June 8, . 1999 ("Effective Date") by and between Digital Map Products, LLC ("DMP") and The City of ROSEMEAD ("Licensee"). RECITALS A. DMP is an authorized Sublicensor of certain Contributed Products which is owned by third parties. B. Licensee desires to acquire from DMP and DMP desires to grant to Licensee a non-exclusive right and sublicense to use the Licensed Products containing all or portions of the Contributed Products solely for the purpose hereinafter defined. NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration received, the parties hereby agree as follows: DEFINITIONS 1.1 "Contributed Products" shall mean those certain products licensed by certain Contributors to DMP with the right to grant sublicenses as set forth herein. Such products shall include compilations of geographic, cartographic, engineering, architectural, tabular, text and/or other data, information or works; including, but not limited to, graphic and/or file data in automated or manual form such as Property Characteristics Information and digital graphic information systems. 1.2 "Contributor" shall mean a third party licensor of Contributed Products to DMP. 1.3 "Derivative Data or Products" shall mean all works created by Licensee which incorporate all or part of the Contributed Products, including, but not limited to, a revision, modification, translation, abridgement, condensation, expansion, collection, compilation or any other form of, or modification to the Contributed Products as well as any product, including but not limited to data layers, developed or constructed by or on behalf of Licensee based upon and/or referencing all or part of a Contributed Product. 1.4 "Documentation" shall mean all manuals, user documentation, and other related materials pertaining to the Licensed Products which are furnished in order to ensure proper and/or ease of use of the Products by Licensee. Agreement No. 9903007 Page 1 Sep 03 03 08:20a ~'`•al Map Products 70 432 8657 p.3 . 1.5 "Licensed Products" shall mean those products set forth in Exhibit A which are being sublicensed to Licensee pursuant to this Agreement. Licensed Products can include Contributed Products, whether solely products contributed by the County of Los Angeles or products contributed by the County of Los Angeles combined with the products of other Contributors, and/or products developed by DMP pursuant to its license with the County of Los Angeles which incorporates County of Los Angeles Contributed Products. The Licensed Products, the Contributed Products which is incorporated into each Licensed Product and the Contributor of the Contributed Products are identified in Exhibit A attached hereto and incorporated by reference herein. 1.6. 'Owners" shall mean the owners of certain Contributed Products referred to in Exhibit A. 1.7 "Peripheral Data or Products" shall mean any work created by Licensee that does not incorporate, or use as a base, any portion of the Contributed Products or Derivative Product and which was not developed or constructed based upon or referencing all or part of the Contributed Products or a Derivative Product. 1.8 "Purpose" shall mean the non-commercial, internal use of Licensed Products for Licensee's normal business activities by its employees, agents and contractors subject to the terms and conditions herein. Licensee's business activities shall not include activities of joint power authorities, or other separate legal entities regardless of whether Licensee is a member of those agencies. Specifically excluded from the purpose is the public display or depiction of the Licensed Products on the Internet or through other electronic transmission. 1.9 "Visual Output" shall mean all printouts, plots, displays, photographic film, printed matter and other visual representation of data. 2. EXPANDED DEFINITION OF PURPOSE If, during the term of this Agreement or any subsequent extensions, Licensee requires an expanded definition of the Purpose of this Agreement to meet its normal non-commercial business objectives, DMP shall not unreasonably withhold such an expanded definition so long as such expanded definition does not cause Licensee to in any way compete with DMP, Contributors or Owners. 3. LICENSE 3.1 DMP hereby grants, and Licensee hereby accepts, subject to the terms and conditions of this Agreement, a revocable, non-exclusive, non-transferable, and non-assignable right and sublicense to use the Licensed Products solely for the Purpose, from the Effective Date of this Agreement until this Agreement is terminated or expires in accordance with its terms. Pursuant to this sublicense to use the Licensed Products, Licensee may: (1) produce Visual Output from the Licensed Products for its own internal business use to the extent that such Visual Output contributes to the Purpose; Agreement No. 9903007 Page 2 Sep 03 03 08:20a ~i*.al Map Products. 70 432 8657 t (ii) distribute Visual output to Licensee's contractors, consultants and agents that Licensee engages to fulfill the Purpose providing the Visual Output does not compete with or replace current products and/or services of DMP or any of its affiliates, or Contributors or Owners. Licensee may charge fees for the distribution of such Visual Output provided that such fees are for the sole purpose of recouping costs consistent with Licensee's normal business practices; (iii) develop Derivative Products for its own internal business use to the extent that such Derivative Products contribute to the Purpose. Licensee may retain and use such Derivative Products, royalty-free, in perpetuity solely for the Purpose provided that such use does not include any manner of attempt to re-engineer any aspect of the Licensed Products. Licensee may, but is in no way obligated to provide copies of Derivative Products, to DMP; (iv) provide Licensed Products and Derivative Products in digital format to third party contractors, agents, consultants for such third parties' use to fulfill the Purpose provided that said third parties do not sell, license or otherwise distribute Licensed Products, Derivative Products or any portion thereof, and that such third parties execute and abide by the terms of a consultant use agreement to be provided by DMP and approved by Licensee. Licensee shall not be precluded from charging fees for the distribution of Licensed Products or Derivative Products to third party contractors, agents and consultants provided that such fees are for the sole purpose of recouping costs consistent with Licensee's normal business practices; and, (v) distribute Derivative Products in digital format without restriction to other third parties who have signed agreements with DMP for Licensed Products from which such Derivative Products were developed. Licensee may distribute Derivative Products to other third parties without signed agreements with DMP only by signing a separate contributor agreement with. DMP in which Licensee becomes a Contributor as defined herein. 3.2 Without limiting the above, Licensee shall have no right to assign, transfer, or sublicense any aspect of the Licensed Products or Derivative Products. p.4 Page 3 Agreement No. 9903007 - - Sep 03 03 08:20a !a " al Map Products 432 8657 p.5 4. DELIVERY 4.1 Delivery Formats. DMP shall deliver the Licensed Products to Licensee in industry standard format compatible with Licensee's GIS platform as of the Effective Date. During the term of this Agreement, should Licensee require the Licensed Products compatible with an additional GIS platform, DMP shall deliver such Licensed Products in the requested format within 30 days thereof for a mutually agreed upon service charge. Licensed Products shall be delivered on mutually acceptable media compatible with Licensee's computer system. If Licensee has special delivery and/or format requirements, a predetermined mutually agreed upon service charge will be included in the price of the initial delivery and all subsequent deliveries to which the special requirements apply. DMP shall deliver and install the Licensed Products within 30 days of DMP's. receipt of this Sublicense Agreement, executed by Licensee. 4.2 Delivery Responsibilities. Licensee shall be responsible for the initial delivery and installation of all Licensed Products as well as all subsequent installation of maintenance updates, or new Licensed Products. For invoicing purposes, installations shall be considered to be complete 14 days from date of delivery. SUPPORT For the term of this Agreement, DMP shall provide Licensee with customer support for the Licensed Products as set forth in this Section 5. Licensee will be provided with an . E-Mail address to communicate support issues to DMP. Normal hours of operation for DMP are 8:00 a.m. to 5:30 p.m. A technical consultant will respond to all telephone requests within four business hours and to all emergency requests within two business hours. A technical consultant will provide up to 8 hours per year of technical consulting resources required to address any specific issues as directed by Licensee. Any additional resources requested by Licensee will be made available at the prevailing DMP.technical consulting rates. Licensee will appoint one contact person for addressing support issues to DMP. 6. MAINTENANCE AND MODIFICATIONS 6.1 Maintenance Update Schedule. Licensee shall receive updates to the Licensed Products according to the schedules identified in. Exhibit C, Product Update Schedule. 6.2 Responsibility for Maintenance Updates. DMP assumes responsibility for providing updates to Licensee according to a mutually agreed upon schedule. As part of its responsibility, DMP shall ensure that the updates provided are delivered within a reasonable level of accuracy and completeness, insofar as such information is available from Owners. 6.3 Modifications to the Licensed Product. Licensee shall be entitled to modifications to the Licensed Products as outlined in Exhibit A, Schedule of Licensed Products. Licensee may, from time to time, at no cost to Licensee, request that DMP incorporate certain features, enhancements or modifications into the Licensed Product. DMP may, in its sole and absolute discretion, undertake to incorporate such changes n,„ nancnm Pane 4 Sep 03 03 08:21a i~al Map Products 70 432 8657 and distribute the Licensed Products, as modified, to all or any of DMP's licensees. Unless otherwise specified by DMP, such modifications and material automatically shall be deemed included within the definition of the term "Licensed Products" and subject to the terms and conditions of this Agreement and shall be the sole property of DMP' and/or the Owners. DMP and the Owners shall be under no obligation to make modifications that may be required for Licensee-specific needs. DMP and Licensee reserve the right to separately negotiate terms and conditions for joint projects to upgrade the Licensed Products ("Upgrade Projects") and the parties may agree in writing, to create and market new data products and services. 6.4 Errors in the Licensed Product, Licensee may identify errors in the Licensed Product to DMP, but DMP shall not be responsible for correcting such errors. Any errors detected by Licensee and identified to DMP in writing shall be forwarded to Owners. Owners shall investigate all errors and may at their sole discretion decide to fix such errors in which case such corrections shall be included in the next scheduled update of the Licensed Product to Licensee. DMP shall provide written feedback to Licensee with respect to the disposition of all errors communicated to DMP in writing. 7. LICENSE FEES. PAYMENT AND ACCEPTANCE 7.1 License Fees and Payments. In consideration of the license rights granted in Section 3 above, Licensee shall pay license fees for the Licensed Products as set forth in Exhibit A, plus all applicable taxes. The Licensed Products License Fees for both the initial delivery and subsequent maintenance updates, if applicable, shall be Invoiced annually at the beginning of each contract year. Licensee shall pay for all Licensed Products in-full prior to the mutually agreed upon date of delivery. 7.2 . Licensed Product Options. Options to Licensed Products and corresponding fees have been itemized in Exhibit B, Licensed Product Options. 7.3 Renewal Fees. In the event this Agreement is renewed at the end of the term, as provided for in Section 11, the Licensed Product License Fee for the renewed term shall be mutually agreed upon by both parties. PROTECTION OF LICENSED PRODUCT 8.1 Proprietary Notices. Owners claim and reserve all ownership and rights afforded at law and in equity in all data, compilations, and materials that constitute the Licensed Products, including, but not limited to, all rights under federal copyright law. Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality, or other proprietary notice, mark, or legend appearing on the Licensed Products or on the Visual Output, including, but not limited to, any such notices displayed to the user during the operation of the Licensed Product and any such notices in the Documentation, and agrees to use its best efforts to reproduce and include the same on any copy of the Licensed Product any portion thereof distributed to Licensee's consultants, agents and contractors. Map printouts and plots shall bear the following notice: p.6 W oon:no7 Page 5 Sep 03 03 08:21a i-al Map Products 432 8857 p.7 Copyright 1999, All rights reserved the information contained herein is the proprietary property of the following owners supplied under license and may not be reproduced except as licensed by Digital Map Products;(List owners per Exhibit A Schedule of Licensed Products) Licensee shall use the same reasonable effort to include the above notice on all Visual Output and shall at.all times exert no lesser effort than that Licensee uses to protect Licensee's own intellectual property. Licensee further agrees to use its best and reasonable efforts to require all contractors, consultants, and agents using the Licensee, as provided in Section 3, to include the above notice on all Visual Output. 8.2 Ownership. Licensee further acknowledges that the Licensed Products, Derivative. Products and Documentation are the sole property of DMP and/or Owners. Except for the rights expressly granted to Licensee herein, Licensee shall not have any right, title, or interest in or to such portions of the Licensed Products, Derivative Products or Documentation or any copies of any of the foregoing except as expressly provided in this Agreement, and further shall secure and protect the Licensed Products, Derivative Products and Documentation consistent with the terms of this Agreement. DMP and Owners make no claim of ownership or copyright in or to any original data - contributed by Licensee to the Licensed Products or Derivative Products. All copyrights associated with the Licensed Products, the relevant Contributed Products and the Derivative Products and all other rights thereto, not specifically granted to the Licensee in this Agreement, are reserved by DMP and Owners. Nothing contained in this Agreement shall be construed as conferring any license or right with respect to any trademark, trade name, brand name, or the corporate name of DMP or Owners, in any form provided by DMP and any copies thereof, including, without limitation, all portions of .the Derivative Products are the sole property of Owners. Except for the rights expressly granted to Licensee herein, Licensee shall not have any right, title, or interest in or to such portions of the Licensed Products; Derivative Products, or Documentation or any copies of any of the foregoing except as expressly provided in this Agreement, and further shall secure and protect the Licensed Products, Derivative Products and Documentation consistent with the terms of this Agreement. DMP and owners make no claim of ownership or copyright in or to any original data contributed by Licensee to the . Licensed Products or Derivative Products. All copyrights associated with the Licensed Products and relevant Contributed Products and all other rights thereto, not specifically granted to the Licensee in this Agreement, are reserved by DMP and/or the Owners. Nothing contained in this Agreement shall be construed as conferring any license or right with respect to any trademark, trade name, brand name, or the corporate name of DMP or Owners. 8.3 Licensee's Ownership. DMP acknowledges that the Peripheral Products in any form, and any copies thereof, including, without limitation, any portion thereof which may have been given to DMP, are the sole property of Licensee. DMP shall not have any right, title, or interest in or to said Peripheral Products or the Peripheral Products' data or documentation or any copies of the foregoing except as expressly provided in this Agreement. DMP shall secure and protect Peripheral Products consistent with the terms of this Agreement. All copyrights associated with Peripheral Products, and all other rights thereto not specifically granted to DMP in this Agreement are reserved by Licensee. Nothing contained in this Agreement shall be construed as conferring any NI, aonznrr7 . . Pane 6 Sep 03 03 08:22a to ''al rlap.Products -0 432 8657 license or right upon DMP or Owners with respect to any Licensee logo, seal, product name, or the corporate name of Licensee. 9.0 CONFIDENTIALITY AND INJUNCTIVE RELIEF 9.1 Acknowledgment. Licensee hereby acknowledges and agrees that the Licensed Products are valuable and proprietary, embodying substantial creative efforts, trade secrets, and confidential information, ideas, and expressions of Contributors, Owners or DMP. Accordingly, Licensee agrees to treat the Licensed Products as confidential information in accordance with the confidentiality requirements and conditions set forth below. 9.2 Acknowledgment. DMP hereby acknowledges and agrees that the Derivative Products and/or Peripheral Products are valuable proprietary products, embodying substantial creative efforts, trade secrets, and confidential information, ideas and expressions of Licensee. Accordingly, DMP agrees to treat (and take precautions to ensure that its employees treat) the Derivative and/or Peripheral Products as confidential information of the Licensee in accordance with the confidentiality requirements set forth below. 9.3 Injunctive Relief. Licensee acknowledges that the unauthorized use, transfer, assignment, sublicensing, or disclosure of the Licensed Products, Documentation, Derivative Products or copies thereof will (1) substantially diminish the value to Contributors and Owners to the trade secrets, copyrights, and other proprietary interests that are the subject of this Agreement; (ii) render DMP's remedy at law for such unauthorized use, disclosure, or transfer inadequate; and (iii) cause irreparable injury. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Licensed Products, Documentation, or Derivative Products, DMP shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief. 9.4 Injunctive Relief, DMP acknowledges that the unauthorized use, transfer, assignment, sublicensing, or disclosure of the Peripheral Products and/or Derivative Products or copies thereof will (1) substantially diminish the value to Licensee of the Peripheral Products and/or Derivative Products; (ii) render Licensee's remedy at law for such unauthorized use, disclosure, or transfer inadequate; and (iii) cause immediate irreparable injury. If DMP breaches any of its obligations with respect to the use or confidentiality of the Peripheral Products arid/or Derivative Products, Licensee shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief. 9.5 Maintenance of Confidential Information. Each party agrees to keep confidential all confidential information disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof, in the same manner in which it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have such obligation with respect to the use of disclosure to others of any confidential information that can be established to have: (a) been known publicly; (b) been known generally in the industry p.8 Anroernant No 9903007 - Pace 7 Sep 03 03 08:22a ~^`al Map Products 432.8857 P.9 before communication by the disclosing party; (c) become known publicly, without fault on the part of the receiving party, subsequent to disclosure by the disclosing party; (d) been known otherwise by the receiving party before communication by the disclosing party; (e) been received by the receiving party without any obligation of confidentiality from a source (other than DMP or Licensee) lawfully having possession of such information or, (f) which is required to be disclosed pursuant to any. local, state or federal law or regulation. Upon ten (10) days written notice to Licensee, DMP shall have the right to inspect,and audit Licensee's procedures and to examine Licensee's computer systems in order to determine whether such procedures and computer systems comply with the requirements set forth in this agreement. 10. WARRANTY 10.1 Limited Warranty. DMP represents and warrants to Licensee that the Licensed Products will perform in all material respects. DMP further represents and warrants that it has the right to enter into this Agreement and to grant Licensee the rights granted hereunder. Should DMP be in breach of its representation and warranty under this section 10.1, DMP's entire liability and Licensee's exclusive remedy under this Agreement shall be, at DMP's option, which option shall be exercised within 30 business days of date of delivery of licensed products, either (1) return the Licensed Product(s) in exchange foHhe full refund of all of the fees paid for such Licensed Product(s), or (ii) repair or replace the Licensed Product(s) upon its return to DMP provided, however, that DMP receives written notice from Licensee of a breach of warranty. Any replacement Licensed Product will be warranted for 30 days from delivery of the replacement Licensed Product. 10.2 Infringement. (a) If any action or proceeding brought against Licensee is based on a claim of infringement arising out of Licensee's use of all or-any portion of a Contributed Products included in the Licensed Products, and if Licensee notifies DMP within thirty (30) days after the receipt of knowledge of any such action or proceeding, DMP'shall, at its own expense, do the following to assure continuation of the use of the Licensed Products and Documentation: (1) procure for Licensee the right to continue to use any part of the Licensed Product and Documentation affected by such action or proceeding, or (ii) replace or modify, with Licensee's approval, any Licensed Products and Documentation determined to be infringing such that the infringement is removed; or (iii) failing (1) or-(ii) above reimburse Licensee for the pro rata portion of the Licensed Products license fee paid to DMP by Licensee, if any, of any period in which Licensee is unable to use the Licensed Product as a result of such action or proceeding. Licensee shall exert its best efforts to cooperate with DMP in DMP's defense of such actions and proceedings. DMP shall give Licensee prompt written notice of any potential infringement problems of which it becomes aware. . (b) Notwithstanding anything to the contrary contained herein, DMP. Contributors and Owners shall have no warranty, liability or obligation with respect to Peripheral Products or to any modifications of the Licensed Product by Licensee if, absent the incorporation of the Licensed Products or modifications made by Licensee, the claim of infringement would not have occurred. Further, if any claim, suit or n.,.ve..,e.., Wa oomnm Pace 8 Sep 03 03 08:23a 10 '1al Map. Products 432 8657 demand is asserted by a third party that, as a result of modifications by the Licensee,. Licensed Products as so modified infringes on intellectual property right of the third party or that Peripheral Products infringe on intellectual property right of the-third party, Licensee shall defend, indemnify and hold harmless DMP, Contributors or Owners with respect to any and all losses, necessary and reasonable costs, liabilities or damages resulting from or in conjunction with such claim (including reasonable and necessary attorneys' fees) and any judgment that may be awarded against DMP, Contributors or Owners to the extent such claim or judgment is based upon such Licensee made modification or Peripheral Product 10.3 Disclaimer of Warranties. THE WARRANTIES STATED IN SECTION 10.1 ABOVE ARE THE SOLE AND THE EXCLUSIVE WARRANTIES OFFERED BY DMP, THE OWNERS AND THE CONTRIBUTORS. DMP, THE OWNERS AND THE CONTRIBUTORS HEREBY EXPRESSLY DISCLAIM ALL OTHER WARRANTIES RESPECTING THE CONTRIBUTED PRODUCTS,.THE LICENSED PRODUCTS, DOCUMENTATION, OR SERVICES PROVIDED OR DEVELOPED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANT OF DESIGN, OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT, EVEN IF THE PARTIES HAVE BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF THE PARTIES IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF THE PARTIES AS SET FORTH HEREIN. 10.4 Limitation of Liability (a) Except as otherwise expressly set forth in this Agreement, neither DMP, Contributors, owners nor Licensee shall be liable to any of the others for any special, indirect, incidental or consequential damages resulting from a breach of this Agreement including, but not limited to, loss of use of or under-utilization of labor or facilities, loss of revenue or anticipated profits, or claims of customers, resulting from performance or nonperformance of the obligations under this Agreement. (b) Except for claims of infringement or unauthorized disclosure of the other party's proprietary or confidential information, any provision herein to the contrary notwithstanding, the maximum liability of DMP to any person, firm, or corporation whatsoever arising out of or in connection with any license, use of other employment of the Licensed Products Data delivered to Licensee hereunder, when such liability arises from any clairn based on breach or repudiation of contract or warranty, shall in no case exceed the actual License fee paid to DMP by Licensee for the Licensed Product, the License, use or other employment of which gives rise to the liability. 11. TERM OF AGREEMENT This Agreement shall be effective on the Effective Date and shall continue in effect commensurate with the terms specified for the Licensed Products in Exhibit A, Schedule of Licensed Products, unless terminated in accordance with the terms and conditions of Section 12. p.10 Aareement No. 9903007 - - Page 9 Sep 03 03 08:23a i'al Map Products 432 8657 12. DEFAULT AND TERMINATION 12.1 Events of Default. This Agreement may be terminated by the non- defaulting party if any of the following events of default occur: (a) a party materially fails to perform or comply with this Agreement or any provision hereof; (b) a party fails to strictly comply with the provisions of Section 8 (Protection of Licensed Product) or of Section 9 (Confidentiality and Injunctive Relief) or makes an assignment in violation of Section 14 (Non-assignability); (c) any transfer, sale, merger, or acquisition of more than fifty percent (50%) of the issued and outstanding shares of assets of either party; (d) a party ceases doing business, becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (e) a petition under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they now exist, or as they may be amended, is filed by a party; or, (f) . such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition is not resolved favorably within ninety (90) days. 12.2 Effective Date of Termination. Termination under subparagraphs 12.1(b) (c), (d), (e), or (f) above, shall be effective on notice. Termination under subparagraph 12.1 (a) shall be effective thirty (30) days after notice of termination to the defaulting party if the defaults have not been cured within such thirty-day (30-day) period. 12.3 Obligations on Expiration or Termination. Upon expiration or termination of this Agreement, Licensee shall cease and desist all use of the Licensed Products, and Licensee shall promptly deliver to DMP at termination all full, or partial, copies of the Licensed Products and Documentation in Licensee's possession or under its control. Expiration or termination shall not prohibit Licensee from continued use of Peripheral Products in perpetuity under the terms specified herein and continued use of Derivative Products in perpetuity under the terms specified herein provided that such use does not include any manner of attempt to recreate any form of the Licensed Products from such Derivative Products and Licensee continues to protect such Derivative Products in perpetuity as outlined in this Agreement. Licensee acknowledges that its failure to comply with the obligations of this Section will constitute unauthorized use of the Licensed Products, entitling DMP to equitable relief as specified herein. 13. NOTICES All notices,, authorizations, and requests in connection with this Agreement shall be deemed given (a) five days after being deposited in the mail, postage prepaid, certified, or registered, reti courier, charge prepaid; ai as the party to receive the addressed as follows: Aqreement No. 9903007 rn receipt requested; or (b) one day after sent by overnight d addressed as first set forth above or to such other address notice or request so designates by written notice to the other Page 10 p.ll Sep 03 03 08:24a i`,al_Nap Products 71101 432 8657 To Digital Map Products: To Licensee: Digital Map Products 3187 Red Hill Avenue, Suite 220 Costa Mesa, California 92526 Attn: Contracts Phone: (714) 755-4499 Fax: (714) 662-0515 14, NON-ASSIGNABILITY City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Peter Lyons or Ken Rukavina Phone: (626) 288-6671 Fax: (626) 307-9218 Neither party may 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 the other party. Any unauthorized assignment or transfer shall be null and void and shall constitute grounds for immediate termination of this Agreement under Section 12 above. This Agreement shall inure to the benefit of and be binding upon any permitted assignee. 15. GOVERNING LAW The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California, without regard to the conflicts of laws principals thereof. 16. SEVERABILITY p.12 If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. 17. MISCELLANEOUS 17.1 Entire Understanding. This Agreement and the exhibits signed or initialed by Licensee attached hereto contain the entire understanding and agreement between the parties respecting the subject matter hereof and all prior quotations, invoices, negotiations, understandings, representations, and agreements of the parties, whether oral or written, are superseded in their entirety. 17.2 Modifications to Agreement, This Agreement may not be supplemented, modified amended, released, or discharged except by an instrument in writing signed by each party's, duly authorized representative.. - 17.3 Headings Not Controlling. All Captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or . interpretation of any of its provisions. Aoreemenl No. 9903007 Page 11 Sep 03 03 08:24a ~+'al Map Products 70 432 8657 p.13- 17.4 Consent to Breach Not Waiver. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of. any subsequent default or breach of the same or a different kind. IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute and deliver this Agreement as of the date first set forth above. CITY OF ROSEMEAD DIGITAL MAP PRODUCTS DONA Ci Assi tart Ci ager JAMES Chief Operating Officer Acreement No. 9903007 Page 12 Sep 03 03 08:25a & - al Map,Products - 432 6657 Exhibit A Schedule of Licensed Products Licensed Product Description Right of Ways and Parcels Property Attribute Data Raster Tax Maps Color Digital Imagery Thomas Bros. Maps Digital Database Contributed Database Owner Los Angeles County First American Real Estate Solutions NOTINCLUDED NOT INCLUDED NOTINCLUDED p.14 Geographic Boundaries of Licensed Products All Licensed Products are geographically bound by City boundaries plus a 500' buffer, with a'total parcel count of 15,627. Perpetual License Fee Schedule for all Perpetual Licensed Products None $ 0.00 Annual License Fee Schedule for all Annual Licensed Products with 700' buffer Right of Ways and Parcels $ 9,376.20 Property Ownership Attributes $ 2,582.00 All fees are exclusive of local sales tax which will be itemized at time of invoice Sep 03 03 08:25a W - a1, Map Products 70 432,8657 - P.15 Exhibit B Other Products/Services Other Products Services Annual Installation, Training & Support Fee Years one-five $ 2,Onn.00 All fees are exclusive of local sales tax-which will be itemized at time of invoice Sep 03 03 08:25a D•4-al Map Products 70432 8657 ,Exhibit C Product Update Schedule Licensed Product /Service Description Right of Ways and Parcels -Property Attribute Data Raster Tax Maps Thomas Bros. Maps Digital Database Color Digital Imagery U date Schedule ANNUAL MONTHLY NOT INCLUTDED N OT INCLU DED NOT INCLUDED p.16 l