CC - Item 3G - Digital Map Products Contract Extension0 0
ROSEMEAD CITY COUNCIL
STAFF REPORT
TO: THE HONORABLE MAYOR AND CITY COUNCIL
FROM: OLIVER C. CHI, INTERIM CITY MANAGER (DX-
,CA-DATE: AUGUST 14, 2007
SUBJECT: DIGITAL MAP PRODUCTS (DMP) CONTRACT EXTENSION
SUMMARY
The City currently utilizes Digital Map Products (DMP) as the provider of our Geographic
Information Systems (GIS) software data. The City has utilized this internet based on-line
service provider since 1999. The GIS program allows City staff to query parcel specific
data and have the County assessor's parcel data interact with the City's high resolution
aerial photography. This interactive GIS software system has proven to be a valuable tool
for City staff to quickly assess property and provide feedback to the public. In addition, the
system can be utilized for a variety of land use analysis and presentation functions. The
total cost of this service is $12,985.
Staff Recommendation
Staff recommends that the City Council take the following action:
1) Authorize the City Manager to execute the contract extension agreement with DMP.
ANALYSIS
DMP provides similar services to a variety of local governmental and quasi-governmental
agencies throughout California and has a proven track record of experience and customer
satisfaction. The existing contract between the City and DMP has expired. It is
recommended that a twelve month extension for ten (10) user licenses for the general
subscription and three (3) user seats for the code enforcement module be authorized.
PUBLIC NOTICE PROCESS
This item was not a noticed public hearing item.
APPROVED FOR CITY COUNCIL AGENDA: O
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City Council Report
August 14, 2007
Page 2 of 2
Prepared b
Brad Johnson
Planning Services Administrator
Community Development Director
Attachment A: Amendment #3 to Sublicense Agreement No. 0207011 CG
Attachment B: Sublicense Agreement No. 0207011 CG
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CITY OF ROSEMEAD
AMENDMENT #3 TO SERVICE SUBSCRIPTION
AND SUBLICENSE AGREEMENT
Agreement No. 0207011 CG
THIS AMENDMENT made and entered into this `h day of 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. 0207011 CG.- dated June 25, 2002, Amendment 41 dated July 15.
2004, and Amendment 42 dated June 30`h, 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 Hazards 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:
Title:
DIGITAL MAP PRODUCTS
Mark Campbell
Vice President
ATTACHMENT A
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Cep OC C3 08: _C E'-~' =i flap Prcduc:.s
SUBLICENSE AGREEMENT
,greemen, fvo. g9=`'g' _
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G G C E C
1999 DIGITAL MAP PRODUCTS
This document and any portion thereof may not be reproduced
without the prior written consent of
DIGITAL fVAP PRODUCTS
This Sublicense Agreement ("Agreement") is made and entered into as of
June ; Ggg ("Effective Date") by and between Digital I✓iap Products, LLC
("D[%AP") and The City of ROSENiEAD ("Licensee").
RECITALS
A. DMID 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 aarlies hereby
agree as follcvvs:
DEFINITIOI:S
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, lexa andlor other data, information or works, including, but not
limited to, graphic andlor 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
DtOP
P.c
1.3 "Derivative Data or Products" shall mean all works created by Licensee
whiuh incorporate all or part of the Contributed Products, including, bui 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 penalning to the Licensed Products v,lhich are furnished in order to
L-V
ensure proffer ant/or ease of use of the Producis
ATTACHMENT B
F -
"Licensed Products" shall mean thlose products set forth in Exhibit A, which
eement
are being subiicensedto Licensee pursuant to this Agr. Licensee Products can contributed by the Counl~,
include Contribuled Products, Wh~ethe~SOOI In/tv!of LO ` Angeles combined with the0f LOS
Angeles or Droducts contribute y ,he C rsuant products of other Contributors, and/or products ts
Angeles
I by ~r'olra e= Co ~l Y Of
license with the County of Los Angeles with P
Contributed Products, The Licensed Pr:);
t and She Contrbutor c)i the Consribwhich uted is
n
incorporated into each Licensed Product posted by reference
Products are identified in Exhibit A attached hereto and incor
herein.
1.6. iowners" shall mean the owners of certain Contributed Products referred
to in Exhibit A-
work 'Peripheral Data or Produas~ wall o~tion of/the Coster bua d}Products or
1.7
that does not incorporate, or use as a b a, any P
Derivative Product and which was not developed os or ostructtedb produ pon or
referencing all or part of the Contributed
sed
1,0- "Purpose" shall mean the non-commercial, t`o Em by its employePS2 gents Lard
Products for Licensee's normal business
contractors subject to the terms and conditions eor other sepaSate legal ea11tiEiSies
shall not include activities of joint power authorities, Specifically excluded
display those agencies.
regardless of Whether Licensee
Licensed Produces on the
from the purpose is the public o depi
Internet or through other electronic transmission.
1.9 "Visual Output" shall mean allpprin~outs, plots, displays, photographic film,
of data.
printed matter and other visual representation
2. EXPANDED DEFINITIO ! OF PURPOSE censee
If, during the term of this Agreement or and, subsequent ex to meet.ii I normal
requires an expanded definition of the Purpose of this Agreement reason
hold
such non-commercial business objectives, DMip dedlde°n~ on doesabot c au
Licen see to in
expanded definition so long as such expa
any way compete with DMP, Contributors or Owners.
3. LIC=-NSE
a ti^rt the terms
3.1 DI'J!P hereby Grants, and Cnsee hereby accepts: su
non-exclusive, non-transferable, and
and conditions of this Agreement, a revocable,
non-assignable right and sublicense to use the Licensed Products solely for the ame Purpose, from the Effective Date of this Agreement tu this nil thisubl cense tonuse the matted Licensed
or expires in accordance with its terms. Pursuant
Products, Licensee may:
{I} produce Visual Output from the Licensed Products for its owniinternalpc
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(ii) distribute visual Output to Licensee's contractors:
consultants and agents that Licensee engao°S 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 Coy tribof such VLsual Output may
charge fees for the distribution 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
for
such Derivative Produjhat such use doespnu~ include any
the Purpose provided
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 DIAP;
(iv) provide Licensed Products and Derivative Products in
digital format to third Harty contractors, agents. consultants
t
for such third parties' use yell fli~cfelnseeor othen~~ise distribute
said third parties do no
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 thir party
such fees contractors,
sole epurpose
consultants provided
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 DIOP only by signing a separate contributor
agreement with DMP in which Licensee becomes a
Contributor as defined herein.
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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.
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D, a j r,,ap Produc'.5
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4. DEL_
.1 DI'Vi~? s`Iall deliv=e- tl'le Licensed Products is Licensee in
~eli~ Fo
industry standard format compatible with Licensee's CIS platform as of the Effective
Date. During the term of this Agreement, I~haGl` oLPp~JiP hall require
del verlsunh Licensed
Products compatible with an additional p
Products in the requested format within 30 days thereof for a mutually acreec upon
service charge. Licensed Products shall be delivered oG utIhFa al oeliv~ery and/or
compatible with Licensee's computer system. If Licensee has p
format requirements, a predeterrnined mutually agreed upon service charge will be iveries to included in the price of the initial delivery rdelier all susequnt
Liccensed Products w~thin
special requirements apply. DPJ~P shall
30 days of DMP's receipt of this Sublicense Agreement, executed by Licensee.
4.2 Delivery Responsibilities. Licensee shall b as responsible for t ins iti altion of
delivery and installation of all Licensed Products subsequent all
maintenance updates, or new Licensed Products. For invoicing purposes, installations
shall be considered to be complete 14 days from date of deliver}
5. SUP_
For the term of this Agreement, DmP shall provide Liense e with
beteroer Su p+ort for
the Licensed Products as set forth in this Section 5. L or
E-Mail address to communicate support issues
al consultant Dta P.1NIo( al d rss of ote c`phone
DMP are 8.00 a.m. to 5:30 p.m. A Technic
requests within four business hours and toallto 8 hou;emergency
pere~eaSOfwCC ni ao consulting
hours. A technical consultant will provide u see.
Any resources required to address any speni~lee issull be madire e avai aVbl i atlthe pre a ling
additional resources requested by L
DMP technical consulting rates. Licensee will appoint one contact person for
addressing support issues to DIAP.
VA!NTE"DANCE AND 100DIFICATIONS
6.1 ►Jlaintenance Update Sc~edule. Licensee
schedules identified in Exhibit tI~C, Product Update
Licensed Products according t„ the
Schedule.
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6.2 Responsibility for ivlaintenance Umu uate. DNP ali + acreedsuponeschedule. As part
providing updates to Licensee according to a y
of its responsibility, CiMP shall ensure that the updates pro suchare deiivered `hi available
reasonable level of accuracy and completeness, insofar as from Owners. see E.3 Modifications to the Licensed P~iidPdtin E>:hibit A~SciI~ ~dule taflLiceo red
modifications to the Licensed Products a
Products. Licensee may, from time to ti nec c,i'odifir;aoos~n into the L~censeoaF oiduct.
incorporate certain features, enhancements inrnrnnrRte such chances
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and distribute the Licensed Pro ducts, Js~ moiricat ~nsl and material autolmG icay shall
Unless othemlise spby DMP, s
be deemed included within the definitionof n', and shall be i-ensed the sole property ofdDt-ViPect to
the terms and conditions of this Agrecm
and/or the Owners. DMP and the Owners
i is s allybe ender n o obligation ao mak ensee
modifications that may be required to
reserve the right to separately npgotia~rF'ro~ectds'COanod,th espior artiesnmar)`jaGree~n
upgrade the Licensed Products ("Upgrade writing, to create and market new data products and services.
6_,~ Errors in the Licensed Product,
not be Licensee
espons responsible ro~ncorrectorg suchGerrors.
Licensed Product to Di~AF, but DlVir
Any errors detected by Licensee and identified to DMP in writing shall be forwarded to r sole
e to
iscret
Owners. Owners shall investigate all errors and may
b2 theided in tdhe ne o sehed led
fix such errors in which case such corrections shall
update of the Licensed Product to Licensee. e.11 eDP sha'il rrors compm~,n catedtlo D(~P bay rit~ g.
Licensee \~,~ith respect to the disposition
7. LICENSE FEES, PAYMi=N i AND ACCEPTANCE
.1 License Fees and Payments. In consideration of the license rights
granted in Section 3 above. Licensee shall zxes~c The LicenfsedrProducts LicenseuFees
as set forth rn Exhibit A, plus atl applicable t linable, shall be
for both the initial delivery and subsequent o e~c~ contract lea°ae.up~ updates, pPl pay for all
Invoiced annually a, the beginning
Licensed Products in-full prior to the mutually agreed upon date of delivery.
7.2 Licensed Product Ootions. Options to Licensed Products and
corresponding 'lees have been itemized in Exhibit B, Licensed Product Options.
7.3 Renewa! Fees. In the event this Agreement is renewed at the end of the
Fee for the renewed
term, as provided tollin;j eeid upontby both pa deFsroduct License
term shall be mutually dg
Pn0 T -~CTICINI OF LICENSED PRODUCT
F. s
8.1 Pro Jrieta[y 1~ owners claim and reserve all ownership and rights
afforded at lave and in equity m all data. comp~ata,lns, `ails unde~lfederal copyrighitia~N e
Licensed Products, including, but not ism ed 9
Licensee agrees to respect and not to remove, obliterate, or cancel from view any
copyright, trademark, confidentiality, or other pr iprIe ry not~ic in ar1k, o legendlirnited
appearing on the Licensed Products or or, te ual O,
to, any such notices displayed to the user during netotuseotstbestlefforts to Product
and any such notices in the Documentation, agrees reproduce and include the same on any copy o of
eihe n s Licensed
racodu t M apportion
thereof distributed to Licensee's consultants, g
and plots shall bear the ioliowing notice:
J C
Lopyrighr 199D, rights reserved
me inlormatior, contained hereir is the proprietary property'
of t)7e iolioi,ving owners supplied unoer license and may nol be reproduced
except as licensed bi, Digital Afar Producis;(List owners per =x,-1ibit A Schedule o! Licensed Products)
Licensee shall use the same reasonable effort to include the above notice on all Visual
Output and sh0 at all times exert no lesser effort than that Licensee uses to protect
Licensee's own intellectual property. Lice .see further agrees tc- use its best and
reasonable efitoris to require all contractors, consultants, and agents usina 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 shal' not have any
right, title, or interest in or to such portions of the Licensed cexceptrras vative
Products or Documentation or any copies of any of the
provided in this Agreement, and further shall secure and protect the Licensed Products,
Derivative Products and Documentation consistent with the terms of this Agreement.
DNAP 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 levant Contributed fed to he Licensee
Derivative Producls and all other nghls ',here ',o. not specifically granted
in this Agreement; are reserved by DIAP and Owners. Nothing contained in this
Agreement shall be construed as conferring any license
name
rr~er ht with re pe1e sang any of DMP or trademark, trade name, brand name, or the core R
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. DiJIP 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. Ail 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.
g.g 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 io Dig,P in this Agreement are reserved by
t ir.Fr,SpP. Nothina contained in this Agreement shall be construed as conferring any
i
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license or right upon DMP or Owners with respect to any Licensee loge, seal. procuct
name, or the corporate name of Licensee.
9.0 CONFID'=NTIALI T Y AND INJJNCTIV= R=LIEF
0,1 AcknowledarnenI Licensee hereby acknowledges and agrees that the
Licensed Products are valuable and proonet8i 1~, embodying Sub Sia ltfal C"eatlVe efforts,
trade secrets, and confidential information, ideas, and expressions o' 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 Lckr-.nxgledoment. 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 empf0ye Licensee Derivative wPhrthheral
Products as confidential information of the
confidentially 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) a bst anr tial ll ly diminish the
value to Contributors and Owners to the trade secrets, ccpyr proprietary
interests that are The subject of this Agreement; (ii) render DNP's rernedy 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, includina, but not
limited to, preliminary and permanent injunctive relief.
Q.4 Iniunctive Relief. DMP acknowledges that the unauthorized use, transfer,
assignment, sublicensing, or disclosure of the Peripheral Products and/or Derivative
Products or copies thereof will {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, Licers5e not limited all be
entitled to equitable relief to protect its interests Therein, inclUding, but 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 prctect the confidentiality thereof, In the same manner in which it
protects the confidentiality of similar information and data of its own (at all times
exercisinc at least a reasonable degree of care in the protection of confidential
informationl); 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
. , rh\ tier. L nn%pin nrnP.rally in the jnoustrv
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before communicatio; by the disclosing party; (c) become known publicly, without fault
on the part of the receiving Party: subsequent to ore communication b by othen disc )
losing
been known otherwise by the receiving part/ before
party; been received by the receiving pare without any obligation of confi--entlality
from a source (other than DMP or Licensee) lav+rrully 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) davs written notice to Licensee, DiVP shall
have the right to inspect and audit Licensee's procedures and to examine Licensees
computer systems in order to determine whether such procedures and computer
systems comply with the requirements set forth in this agreement.
WARRANTY
10.1 Limited Warranty. DiAP represents and warrants to Licensee that the
Licensed Products will per'orm 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
this Agreement shall be, at DiVIP'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 for the full refund of all of the fees paid for such Licensed
Product(s), or (ii) repair or replace the Licensed Product(s)
iedfrotm,lLicensee n its return to Dh of
provided, however, that DMP receives written
warranty, Any replacement Licensed Product will be warranted for 30 days from
delivery of the replacement Licensed Product.
10.2 lnfrinoement.
r- . S
(a) Ii any action or proceeding brought against Licensee is based en a claim of
infringement arising cut of Licensee's use of all or any portion of a Contributed Products
included in the Licensed Products, and if Licensee notifies DYiP 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
determines 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 flee
paid to DMP by Licensee, if any, of any period in which Licens Ae is unable to use the
Licensed Product ~s a result of such action or proceedinc. Licensee shall exert its best
efforts to cooperate with DMP in DMP s defense cf 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 o~modificati'o~nsrmade byltLncensee,
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demand is asserted by a third par y that, as a result o' modifications by the License,-,
Licensed Products as so modified Ifiri
for- nne on~ntellecitual propertyrrigh~of othe f theirdird
Party or that Peripheral Products in 9
L icensee shat! defend, indemnify and hold harmless DkAP, Contributors or Owners with
respect to any and all losses: necessary and reasonat-ile costs, liabilities cr camages nabl
r-y resulting from or in conjunction with such claim (including v gainst DMPaCon Eibuioas or
attorneys' fees) and any judgment that ma)
Owners to the extant such claim or judgment is based upon such Licensee made
modification or Peripheral Product
10.3 Disclaimer of V\'arranties. THE ~WARRANTIESrSTATED IN SECTION 10.1
ABOVE ARE THE SOLE AND T triE ;EXCLUSIVE WARRANTIES OFFERED BY DMP,
THE OWNERS AND THE CONTRIBSS ORDISCLAIM ALL OO+THER WARRANTIES
CONTRIBUTORS HEREBY EXPRELY
RESPECTING THE CONTRIBUTED PRODUCTS, ITHE EVELO°ED HEOEUNDER,
DOCUMENTA T ION, OR SERVICES PR
R A PARTICULAR
EITHER EXPRESS OR IMPLIED. CNP,NTDABILIBYTOF FITiJESSOFOTO ANY
WARRANT OF DESIGN, OF h,ER
PURPOSE, OR AGAINST INFRINGEMENT, NT EVEN IF
PAR TES S AUTHORIZED
INFORV,ED OF SUCH PURPOSE. NO A
TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF THE PARTIES AS SET
FORTH HEREIN.
10.^ Limitation of Lial',Ily
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(a) Except as otherwise expressly set forth in this Agreement, neltner
Dh/iP, Contributors, Oviners 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 contrar~i
notwithstanding, the maximum liability of DMP to any person, firm, or corporation
whatsoever ansina 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 ore warranty, an dshall in no
case exceed the actual License fee paid to DIAP by License.. for t
the License, use or other employment of which gives rise to the liability.
11. TE=!M 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.
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r)EF.4'J_7 AND 7ER-MiiINF.TION
12.1 Events of Default. This Agreement may be terminated by the non-
defaulting party anv of the following events of default occur: (a) a party materially fails
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to perform or comply with this Agreement or any provision hereof, (b) a party fails to
6 (Protection of Licensed Product) or of
strictly comply with the provisions of Section
Section 9 (Confidentiality and lnjuncti,r~ 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°0) of the issued and outstanding shares of assets of either party;
cred inability to
d a parity ceases doing business, becomes insoly pnt or admits i writing "its
pay its debts as they mature, or makes an assignment for the benefit
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,filedd y a party- or, by
such a petition is filed by any third party, or an application for
anyone and such petition is not resolved favorably within ninety (010) days.
cticTermination
12.2 Effective Date of Termination.
Term nation tinders ubparagrapb)
notice.
(c), (d), (e), or (f) above, shall be efiectn e on
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 arw manner of attempt
and Li ensee continues to'pthe rotectcsuchd
Products from such Derivative Products Derivative Products in perpetuity as outlined in this Agreement. Licensee
acknowledoes 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. OT 10 ES-'
C.11
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 tc the other,
addressed as follows:
• *L Z-
Sep G3 Gi C6:24 _ t~aF ocuc._
a t
To Licensee:
To Diaital 1Jiap Products:
Digital Map Products
3167 Red Hill.Avenue. Suite 220
Costa Mesa, California 92626
Attn: Contracts
Phone: (714)7','-S-4499
Fax: (714) 662-0515
14. N01,'-_^,SSIGNA,5ILITY
City of Rosemead
8838 East \/alley 13ou evard
Rosemead, California 61770
Attn: Peter Lyons or
Ken Rukavina
Phone: (626) 288-6671
r ax: (626) 307-9216
N its rights
Neither party may assign or transfer this Agreement or all or any part of.
shall
e, without th hall be null and void and o t
hereunder, by operation of lave or otherwis fe
other party. Any unauthorized assignment or transr s
constitute grounds for immediate termination of this Agreement under Section 12
. This Agreement shall inure to the benefit of and be binding upon any permitted
above
assignee.
15. GOVERNING LAVV
The validity, interpretation. construction and pit routnregard to the col~eflic s otfshall laws
be governed by the laves of the State of California, principals thereof.
16. SEVi=R.AEILITY
If any provision of this Agreement shall be held by a court of c mPeeerlinrii diction to
be illegal, invalid, or unenforceable, the remaininc: provision., shall and effect.
17 JJAlSCEL LANEOUS
A.'_2
initialed
17.1 Entire Understandine. This Agreement and the and reement between
by Licensee attached hereto contain the entire understanding
the parties respecting the subject matte ahonsfinand d greemeQte oftthe parti~s, whether
negotiations, understandings, represent ,
oral or written, are superseded in their entirety.
ented,
17.2 Modifications tc Agreement. This Agreement ent may not be supple signed
modified amended, released, or discharged eA~ep by
by each party's duly authorized representative.
nstru pion ogreement
17.3 Headings Not Controlling. All Caption affect the hedings 'in
h 11
are for purposes of convenience only and s a
interpretation of any of its provisions.
0 7 E
Sep C3 03 06.2e
r
by either
1 i .4 Consent to Breach loot Waiver. Any waiver part} of any default
or breach hereunder shall not constitute a waiver of any provision of this Aareement or
of am, subsequent default or breach of the same or a different kind.
IN WITNESS WHEREOF, the parties have causded their duly forth ari e d representatives
s. ate first set e.
to execute and deliver this Agreement G.. of the
CITY OF ROSEMEAD
DIGITAL MAP PRODUCTS
DotaP J. E~,~~ ~Jlvl ES S! ~JHLYIV~r.1
Officer
. to t Cit h4 nage2 s ent, Chief Operating
r c IS
yep C3 0 %Sa b `
Exhibit A
Schedule of Licensed Products
Licensed Product L~escri~tion
Rici,t of Ways a•~d Parcels
property Attribute Data
Raster Tax Maps
Color Digital Imagery
Thoinas Bros. ?gaps Digital Database
Co;.:ibuted Database O-w:e:
Los timgeles County
First American Rea] Estate Solations
NOT LNICLUDED
NOT INCLUDED
NOT INCLL, D ED
r-. 14
Geogra hic Boundaries of Licensed Products
ILll Licensed Products are geographically bo'mid by City boundaries plus a HQ' buffer, witYh
a total pazcel count of 15,527.
0.00
None
i~.Ie for al] i~al Licensed Product s tn 500' buf:
.1 Licen_.e Fee Sc:-:e~
9,376?G
Right of \Nays and parcels
Ownership Attributes $ 2352.0
r.
All fees are exclus ye of local sales tax which ',N'ill be itemized at ti-nne of invoice
0
CEF C..., Ca Cam. G: a C. ! c
map Frocacts
Exhibit 6
Other Probucts/Services
f2_ EE
Otl,pr ProuCC` ; 1e?~'1CE5
1` d 5upvort g.e
a~nnua lslstallation, Trainu
.
Yews cne-ri;-e ~
F..5
111 fees are e):clusive of local sales taa Wrich will Ue itemized at tilre of invoice
SeF 03 03 08:2EE
C I'IC r vv~ ~S
Exhibit C
prc,duct Update Schedule
np / SeYC? rloSC~'L~i7011
_nsed _
.i~nt 0,
Property c t _ibute Data
Raster Tax NlapS
Thomas Brob. MaPs Digital DataL-ase
Color Dital Imagery
1~ CJ2 8„-5 7
L' JQate ~Chedule
A?~~TLJ rnL
m OI\TTHLY
NOT INCI..UDED
NOT LNCLUDED
NOT INCLUDED
p.16