Loading...
HomeMy WebLinkAboutOrange County Fire Authority - 2008-02-01 frIRE 00RANGE COUNTY FIDE AUTHORITY - P.O.Box 57115 Irvine CA 92619-7115 • 1 Fire Authority Road Irvine CA 92602 A Keith Richter,Fire Chief (714)573-6000 www.ocfa.org March 7, 2013 City of Huntington Beach Fire Department Patrick McIntosh, Fire Chief 2000 E. Main St. Huntington Beach, CA 92648 Dear Chief McIntosh: This correspondence is to notify you of Huntington Beach Fire Department's 2013/14 cost-share for the Regional GIS/AVL Cooperative Agreement support costs which is administered by Orange County Fire Authority. As detailed in the attached documents, Huntington Beach Fire Department's share for 2013/14 is $3,801.07. Please sign and return one copy each of attachments EXHIBIT A —LICENSE AGREEMENT, and EXHIBIT B—COST SHARING, and keep one copy for your files. As always, feel free to contact me with any questions or concerns. Sincerely, Joe odowski IT Manager Orange County Fire Authority 714-573-6421 joelbrodowskikocfa.org Serving the Cities of.Aliso Viejo•Buena Park•Cypress•Dana Point•Irvine•Laguna Hills•Laguna Niguel•Laguna Woods•Lake Forest•La Palma Los Alamitos•Mission Viejo•Placentia•Rancho Santa Margarita-San Clemente•San Juan Capistrano•Santa Ana•Seal Beach•Stanton•Tustin•Villa Park Westminster•Yorba Linda•and Unincorporated Areas of Orange County RESIDENTIAL SPRINKLERS AND SMOKE ALARMS SAVE LIVES EXHIBIT A— LICENSE AGREEMENTS As of February 28, 2013, the following attached license and professional service agreements are incorporated into the Regional GIS/AVL Cooperative Agreement • Geoprise Software Use License, dated November 26, 2007 • FATPOT Software License Agreement, dated September 3, 2007 • FATPOT Software Maintenance & Support Agreement, dated September 3, 2007 CITY OF HUNTINGTON BEACH FIRE DEPARTMENT By_: Date:114 3 3 Patrick McIntosh Fire Chief ORANGE COUNTY FIRE AUTHORITY By: Date: Joel Brod w ki Informatio echnology Manager EXHIBIT B — COST SHARING City of Huntington Beach Fire Department The City of Huntington Beach Fire Department shall pay the following amounts as their share of costs for the GIS/AVL Cooperative Agreement as agreed below. License Agreement 07/01/13-06/30/14 GIS $0.00 AVL $3,801.07 Total $3,801.07 CITY OF HUNTINGTON BEACH FIRE DEPARTMENT By.. Date: Patrick McIntosh Fire Chief ORANGE COUNTY FIRE AUTHORITY By: Date: -�M'§'� Joel Brod w ki Information ethnology Manager Your Copy AGREEMENT BETWEEN THE ORANGE COUNTY FIRE AUTHORITY AND PARTICIPANT IN THE ORANGE COUNTY REGIONAL PUBLIC SAFETY GIS COOPERATIVE FOR USE OF LICENSE AGREEMENTS AND COST SHARING This Agreement ("Agreement") is made and entered into by and between the Orange County Fire Authority ("OCFA"), a California Joint Powers Authority, and The City of Huntington Beach Fire Department, Participant in the Orange County Regional Public Safety Geographic Information System ("GIS") Cooperative ("Participant") as of February 1, 2008. RECITALS A. WHEREAS, the Orange County Fire Chiefs Association designated OCFA as the managing agency for the countywide shared GIS System that OCFA has created with grant funding; and B. WHEREAS, the GIS System was created in part using information obtained from separate license agreements, which agreements are entered into between OCFA and the license holder; and C. WHEREAS, Participant will be permitted to use the GIS System including the information obtained through the license agreements. NOW THEREFORE, for good and sufficient consideration, as set forth below, the parties agree as follows: 1. The recitals set forth above are incorporated herein by this reference. 2. In exchange for permitting Participant to use the information obtained from license agreements that OCFA has entered into with license holders, which agreements are incorporated herein by.reference, as part of the countywide GIS System, and which are listed in Exhibit A to this Agreement. Participant, including each of its agents, officers, employees, and representatives, agrees to comply with all terms of each of the license agreements with the license holders listed in Exhibit A, the terms of which are incorporated herein by reference. A. Participant agrees to maintain the confidentiality of the GIS System, and may not disclose the GIS System, or any component thereof, except as expressly permitted by the terms of the license agreements referenced in Exhibit A. 3. In further consideration for the use of the GIS System, Participant agrees that if Participant or any of its agents, officers, employees, or representatives violates the terms of any of the license agreements with the vendors referenced in Exhibit A , it shall defend and indemnify OCFA, its officers, board members, employees and agents, against any and all liability, claims, and causes of action for a breach of any or all of the license agreements referenced in this Agreement caused, in whole or in part, by Participant. 4. Exhibit A may be updated by OCFA from time to time to include and exclude license holders. If such updates are made, copies of the updated Exhibit A and related license agreements will be immediately provided to Participant, but no later than fifteen calendar days after the update is made, at which time the updated versions of Exhibit A and the corresponding license agreements will become part of this Agreement. 5. Participant shall pay OCFA a share of costs for use of licensed data as listed in Exhibit B attached to this Agreement. OCFA will invoice participant by June 1 each year, and payment shall be due on July 1, payable within 30 days. Exhibit B may be updated by mutual agreement of the parties, the amended version of which will be incorporated into this Agreement by reference. 6. This Agreement shall be effective as of the date stated above and shall continue until June 30, 2013, unless extended by mutual agreement by OCFA and Participant. Either party may terminate this Agreement by giving 180-days written notice to the other. In case of termination by Participant, Participant's indemnity obligations set forth in Paragraph 3 above shall continue to the extent that Participant continues to use any information obtained from OCFA pursuant to this Agreement. 7. In the event of litigation between the parties to enforce the terms of this Agreement, each party shall bear its own attorneys' fees, costs and expenses. IN WITNESSETH HEREOF, the parties hereto have executed this Agreement as of the date written below: ORANGE COUNTY FIRE AUTHORITY a California Joint Powers Authority Date: ( l3 �2 y By: zzChip Prather, Fire Chief Orange County Fire Authority APPROVED AS TO FORM: TERRY C. ANDRUS GENERAL COUNSEL By: �� -- — Date: Barbara Raileanu, Esq. City of Huntington Beach Fire Department Date: 41e, Duane Olson, Fire Chief City of Huntington Beach APPROVED 8 fo FO A J MNIFER M �a� c off D l ,, EXHIBIT A— LICENSE AGREEMENTS As of February 1, 2008 the following attached license and professional service agreements are incorporated into this Agreement. Geoprise Hosting Services Agreement, dated February 19, 2007 Geoprise Software Use License, dated November 26, 0707 Tele Atlas North America, Inc dated December 12, 2006 Digital Globe/AirPhotoUSA with a Summer 2007 final photo date dated October 2, 2007 County of Orange Parcel Data effective date December 5, 2007 City of Huntington Beach Fire Department Lo B Date: ORANGE COUNTY FIRE AUTHORITY By: k Date: Kathy Ballanty e Regional GIS Program Contract Administrator EXHIBIT B — COST SHARING City of Huntington Beach The City of Huntington Beach shall pay the following amounts as their share of costs for the GIS Cooperative as agreed below. License Agreement Through June 2008 7/1/08-6/30/09 Geo rise No Cost $1,032.58 TeleAtlas No Cost $2,949.60 AirPhoto USA No Cost $1,327.32 County of Orange No Cost $3,687.00 ESRI Software No Cost $147.48 Maintenance No Cost $4,109.78 Total No Cost $13,253.76 City of Huntington Beach Fire Department B � Date: a � ORANGE COUNTY FIRE AUTHORITY By: �LV- 60-L I V-Q Date: oZ-Y-Q S Kathy Ballantyne Regional GIS Program Contract Administrator 3 E HOS"nNG SERVICES AGREEMENT This Agreement is made and entered into this_S_day of r (7�by and between the Orange County Fire Authority {OCFA), a municipal corporate n (hereinafter referred to as"OCFA", and GEOVEC INC. (hereinafter referred to as GEOVEC INC.). AM1201, GE®M INC'S 91&IGATIOfd5 1.1 Scone of Work- GEOVEC INC shall provide software application hoslxng services to OCFA liar their GwPrise Address Data Portal Product.- a Web based fully functional Geographic Information System,(GIG)application. 1.2 Access and Use. Suijeet to OCFA's compliance with the terms and conditions of this Agreernent GEOVEC INC shall provide to OCFA the services available as part of the GeoPrise hosting service (the"Service"). As part of the Service, GEOVEC INC shall: 12.1 host the OCFA Address Data Portal Application and Application Data on servers controlled by GEOVEC INC: 1.2.2 pemilt users authorizwl by OCFA(the "Vie%**)to access and use the application; 1.2.3 periodically backup OCFA Data; 1.2A use reasmabole efforts to reWor+e OCFA Date In the event that the OCFA Data is lost or damaged; and 1.3 Aomru ent. 1.3.1 if OCFA experiences Service Unavailabillity in excess of four(4) hours during a calendar month, OCFA shall qualify for a refund of a portion of the Annual OCFA Fee as follows: Monthly Serwca l mmmilabli Refund oVtfon greaterthen tbur(A)txwa,but Ion than eight(8)hours 111965 of the Annual Subscristlon Fee greaferthan arequal to eight 0)hours,but less than W465 W Vte Annual SUbso wbon Farr twelve hours .. rwmr than or ggual to twen your 4 hours 1H2 of the Annual Su bscri Fee GE"18C MmIng WrAceAgreement initials.1!F — Page 9 of 9 "Service Unavailability" means a faiture of the Service to Causes OCFA andtor Authorized Users to be unable to access the Service in the manner contemplated by this Agreement, and that is verified by GEOVEC INC. Service Unavailability shall not irwAude failure as a r+esutt of planned rmintenanc e. planned upgrades, other planned outages, problems with OCFA's or Autt wized Users' software, egatipmeni or fac flies, acts or omissions of the OCFA or Authorized Users, Internet access provider outages or service interruptions, ISP failures or any Force Majoure Event. 1.3.2 Refurid_P_Mcess_ To receiver a refund, OCFA must first notify GEOVEC INC Customer Support at the time of service unavailability. The OCFA must submit a written request within thirty (30) days following the event that gave rise to the refund request. GEOVEC INC shall, upon verification of the service unavailability, issue a refund to OCFA within thirty (30) days following approval by GEOVEC INC of a request for a refund_ 1.4 Access OX Authoftod Users. Access and use of the Service by Authorized Users shall be subject to terms and conditions of use provided to GEOVEC INC by OCFA as well as GEOVEC INCs terms and conditions of use, as the same may be modified from time to time. GEOVEC INC shall use commercially reasonable efforts to prevent any third party, other than Auiriortzed Users and Vx= of GEOVEC INC's subcontractors to whorn GEOVEC INC has subaor4racted obligations under this Agreerinent, from acoessing or viewing OCFA Data. 1.6 Sterage Space gnd Uplodl Mons. GEOVEC INC shall make available the amount of storage space spedOW In the Eachibd A or ordered from time to time by OCFA OCFA agrees to cooperate with GEOVEC INC to profit usage and to provide sufficient warning of anticipated abnormal or unusual demands for service_ 1.6 T ghn' I Support GEOVEC Inc. shall provide technical support fvr the GIS application including () Customer Support Site, (h) Phone Support (during GEOVEC INC's normal business hours 9.00 to 5:00 P.M. EST), (iii) Assistance with data upload and initial application configuration. $defign 2. 00!^V OBLIGATIONS 2.1 1]CFA Data_ Before uploading any OCFA Deis, OCFA shall ensure that such OCFA Data is free of major errors and viruses, and meets the project approved technical specifaations. OCFA acknovAedgw that it is responsible for maintaining backup copies of all OCFA Data and agnew that, aithmgh GEOVEC INC shall use reasonable efforts to restore the OCFA Data in the event that the OCFA Data is Iost or damaged, GEOVEC INC will, GWPRraa rwa,a service Agemia t initial _ Page 2 of 9 in no event, be liable for lass of or damage to the OCFA Data from any cause whatsoever. 2.2 llsernan*s alnd rds. Each Authorized User shall select or be assioned a usemarne and password. The OCFA and its authorized users shall be responsible for maintair>rng the csonifidentiality of their own usernames and passwords. Authorized Users shall be responsible for maintaining the confidentiality of their oven usernames and passwords. and for all uses of Audumized Users' usernames, passwords and accounts. OCFA agrees to immediately notify GEOVEC INC many.unauthorized use or distribution of OCFA or V*wWs username. password or account 2.3 Limitations on Use. OCFA agrees that neither it nor Authorized Users shall (1) rent, sell, lease or otherwise transfer access to or use of the Service, (ii) access or use the Service in a manner that violates applicable law, or (ill) violate or attempt to violate the security of the San** by any method, including, without lknnitation, accessing data not graded for OCFA or Authorized 1pses or logging into a server or account which Authorized. Users are not autha"ized to ate. OCFA shall be Ilable to GEOVEC INC for any failure by Authorized Users to comply with the terms of this Agreement. GEOVEC INC reserves the right to suspend Authorizes! Users' access to the Service or immediately temainate this Agreement in the event OCFA or Authorized Users engage in activities that in GEOVEC INC's reasonable judgment paesent a security risk to GEOVEC INC. GEOVEC INC's network or equipment, or its ether subscribers or users. 2.4 Internet Connectr� GCFA acknowledges and agrees that (i) in order to access and use the Service, OCFA and Authorized) Users must obtain Internet aonn;ectivity, (ii) such Internet connectivity is not the subject of this Agreement, and (10) GEOVEC ING shall not be responsible for, and mares no representations or warranties regarding, such Internet eonnedvity. 1. PAYMENT 3.1 Fees. OCFA agrees to pay the fees ached hereto and Inoorporeted herein as Exhibit A, and the f m for any additional services that OCFA n my order from GEOVEC INC ftorn time to tirne. GEOVEC INC shall issue an invoice to OCFA at the beginning of the term of this Agreement for the gees attributable to the Service for the period of one year. Payment shall be due within thirty (30) days following receipt of invoice, but in no event later than 30 days of service activation. 3.2. L go& OGFA shall pay any taxes, including penwnal properly takes or sales tam, resulting from use of the Service, other than taxes on GEOVEC INC's income. eEoPRIM Hosrmg ftmos agremwm i n it i a Is Page 3 of 9 SecOon 2EN�R§HIF ®F SERVICES 4.1 2MLmhip of Services. All right, title and interest in and to the Service, inctudhag but not limited to all applications,content and tools offered as part of the Service other than OCFA Data, and the administrative documentation shall at all times remain solely with GEOVEC INC and ft licensors, and GEOVEC INC retains all rights thereto not expressly granted in this Agreement. OCFA shall not disassemble, decornpile, reverse engineer, copy, modify. transcribe, store, transkft, sell, lease, or athenwise transfer or distrilude any component of the Service at the Documentation, in whole or in part, nor shall OCFA permit Authorized!Users to do so,exoept as expressly permitted under this Agreement. OCFA shall ineiude GEOVEC INC's proprietary noftes on all pelf bled copies of the Dor+u mwtation. Sectim S. WAItRANTIOC Ll Use of Igata. Nothing in this Agreement shall in any vM restrict the right of the receiving patly to use, disclose, or otherwise deal with any information that () was already known to the reoeMng party at the time of d ure as evidenced by wrMen documents in the receiving party's possession prior to disclosure; (a) was generMly known or available to the public or becomes generally known or available to the public through no wrongful act of the receiving party; (ii) was received by the receiving party from a third party who had a legal right to provide it; or (iv) was developed independently of knowk4ge of Confidential Intorrrration received by the receiving party from the disclosing party. Nothing in this Agrreernent shall prevent a receiving party from diselosing inf xm ion as may be required by law. S.2 OCFA Warrar ies. OCFA represents and warrants that(i)the OCFA Data does not infringe any third party trade secrets, patents, copyrights, trademarks, know-how or-other intellectual property rights urfer the laves of any governmental authority. domestic or foreign, or contain any material or information that is obscene. defamatory, Bibelous, slanderous, tt►at vlolab®s any personal right of publicity or privacy, or that vdll result in any tort, injury, damage or harm to any person, and (ii)it has the full and sufficient right an(l authority to enter Into this Agreemeni. 5.3 GEOVEC INC 1f`Ifanzabes_ GEOVEC INC represents and warrants that (t) it is the owner or an authorized frccensee of the Service, Including all Intellectual property rights therein, and (ii) it has the full and strAiaent right and authority to enter Into this Agreement. 5.4 Limitations. Exoept as set forth In section 1.3 of this agreement, GEOVEC INC disclaims all wartar►taes reglarding the price and the documentation, express or implied, including, without limitation, any cr oPwsE HWAng scrwooaaraancm initials, Page 4 of g warranties of mdrehantabifity, fitness for any particular purpose or non- infrangement. GEOVEC INC does not warrant that the service or the documentation will be free of virusies or ours. In no event shall either party be liar for any lost or anticipated proftls, or any incidental, exemplary, special, reliance or consequential damages, regarss of whether it wwas advised of the possibility of such damages. GEMEC INC's liability for service unavailability shall be the refunds provided under section 1.3. §jgftn_j. TERMANDMgMMT]ON 6.1 Terms. This Agreement shall be ef6ectiwe as of the Effective Date and shall continue in fell ford and effect until terminated by either party in accordance with the provisions of this Agreement. 6.2 Tesw+anstion for ®efawlt. Either party may terminate this Agreement (i) in the event the other party commits a material breach of this Agreement and such failure continues for a pedal of thirty(30)days following re elpt of wMan notice of such failure, or(ii) immediately and without notice if the party makes any assignments of assets or business for the benefit of creditors, or a trustee or raoehmr is appointed to conduct its business or affairs, or it is a4udged in any legal proceeding to be in either voluntary or involuntary bankruptcy. 8.3 Tenonaden far Cemw ilen ce. OCFA may terminate this Agrirnent upon thirty(30)days written notice to GEOVEC INC. GA Fftieg of Terueiinadw. Upon terminate o or expiration of this Agreement, the rights granted under Section 1 shall terminate. Terminaution 0a0 not aftc t obligations that serried prior to the effective date of termination. 7. IN®EMMTY 7.1 IM%Wffl=Man by GEAVEC INC. GEOVEC INC shall indemnify, defend with oounsel selected by the OCFA, and hold harmless the OCFA and its offidals, officers,employees, agerds.and volunteers from and against any and all losses, liability, claims. suits, actions, damages, and causes of action arising out of, or in any way conned with third party clairns that the Service, when used In accordance with this Agreement and the Documentation, infringes any third party trade secrets, patents, copyrights, trademarks, know-how or o"r intellectual property rights under the laws of any governmental a utitority,domestic or foreign. 7.2 Indemniliealikm by OCFA. OCFA shall defend, indemnify, and hold GEOVEC INC harmless from and against any and all flabilities, losses, damages and emits, including reasonable allonreye 'fees. rmulting ftm, arising out of, or In any way connected with(i)third party claims arising out of CX-Mwst:Hawing see AgmwWt initials Page 5 of 9 any breach by OCFA of any warranty or obligation contak*d in this Agreement, (ii)thud party claims that the OCFA Daft infringe any third party trade secrets,patents.copyrights,trademarks, know-hove or other intellectual property rights under the laws of any governmental authority, domestic or forelp, or contain any material or information that is obscene, frbelous, slanderous, that violates any personal right of publicity or privacy, or that moulted in any tort, injury, damage or harm to any person; or{oil)breach by Authorized User of the terms and conditions of use for the Service. 7.3 logmnifiaadon PMMWm1p. In claiming any indemnifiaMion hereunder, the indemnified party shall provide the indernnMng party with prompt written notice of any claim that ttw indemnified party believes falls within the scope of the foregoing sections. Sec Ago A AftIISEL.l..J4NEOt J5 8.1 Independent Conetractor, GEOVEC INC and OCFA are independent contractors and nothing In this Agreement stall create or imply any agency relationship behveen the parties, nor shalt the Agreement be deemed to constitute a joint venture or partnership between the parties. Neither party shall have authority to bind or otherwise obligate the other in any manner whatsoever. 8.� Ford llllaie40ro3,. GEOVE-C INC shall not be liable for its failure to perform hereunder due to contingencies beyond its reasormble control, including, but not limited to, strikes, riots, wars, fire, power failure, acts of God, or acts in compliance with any law or government regulation (each 'a "Force Ma cure Event"). 8.3 GRvernina LBW and Foru This Agreenmr t is governed by the Internal substantive laws of the State of California. Jurisdiction of all claims relating to this Agreement shall lie exely with the state or faderal courts in the County of Sacramento, California, and both parties hereby consent to the exolusivre personal jurisdiction of such courts if there is a dispute regarding this Agreement, 8.4 /4sstaMrMM Neither party shall assign any of its rights or obligations under this Agreement to any other entity without the other poaerty's prior written consent, which consent shall not be unreasonably withheld, won in connection with an assignoreent by operation of low or otherwise. except for an assignment by GEOVEC INC n to an entity controlling. controlled by or under Common control with GEOVEC INC or (H) by operation of law or otherwise to a successor of GEOVEC INC or of all or substantially all of GEOVEG INVe assets in the event of a merger, acquisition or caner change In control of GEOVEC INC. GEOVEC INC may subcontract any or all of its obligations under this Agreement. The provisions of this Agreerr ud shall be cE01woE HoWngSammAg M initials Page 6 of 9 binding upon and inure to the benefit of the parties, their successor's and their permitted assigns. 8.5 �I�Any written notice to OCFA shall be sent to_ Kathy Ballantyrie,OCFA Orange County Fare Authority 1 Fire Authority Road Irvine, CA 92602 Any written notice to GECVEC INC. shall be sent to: Mark Perry,President GEOVEC Inc. P.O. Box 276111 Sacramento, CA 9M7 8.6 Waiver- The waiver by one party of a breach of any prmvision of this. Agreement by the other party shall not operate or be construed as a waiver of arty subsequent breach of the some or any other provision by the other ply. 8.7 9everabillty. In the event that any of the provisions of this Agreement or the application of any such provisions $o the parties hereto with respect to their obligarUm hereunder am held by a court of competent jurisdiction to be unlawful or unenforneable, the remaining provisions of this Agreement shmaill remain in full force and ~, and shall not be affected, impaired, or invalidated) in any manner. 8.8 Corniatlance_with US. Both parties shall comply with all applicable laws and re8ubations of governmenW bodies or agencies in their performance under this Agreement. 8.9 Entire A liggy ant. This Agreement, including the attached Exhrbd A is the entire agreement between the parties with respect to the subject matter hereW and supersedes any and all prior agreements and understandings with respect to the subject matter hereof. No terms or provisions of this Agreement may be varied, extended or modified. except by -a writion instrument specifically rm briing to and execrated in ft same manner as this Agreement. This Agreement may be signed by the parties in separate counterpafts, which shall together constitute one and the same agreement. Signatures transmitted via tacsimlle shall be valid and binding as originals. IN WITNESS WHEREOF,the parties have caused this Agreement to be executed under seal as of the Effective Cate by their duly authorized representatives. CEWRME I flow g Serwk*Avftff4M initiall& JM Page 7 of 9 Orange County Fire Authority CEOVEC INC. LL an OCFA Manwi& Mark Perry ----- aeonHw&VsernmAWsamrd Page 8 of 9 EXHIBrr A Annual Hosting Fee GeoPrise Homeland Security Addf ss Daft Portal I year of Software Application Hosting, Software Maintenance $21.000 IndWes 50 GB o1 Iota Storage Specs Additional Information: Amouel AWkatlon ij=tk%wise Foe WA 5 as sso.ae S 25,3m.w Afmal Soft we MaImtenance Fee WA 5 Irma $ 3,MOO Storage Um t so 66 so ce so Gs Additional storage Fee(Get monffi' $WWM*Mh $5►7S�GSl+vlorrth 55.75iGB1Month GWPFM Hosli V Selvbe Agmvmerg iniUab Page 9 of 9 _ Page 1 of 2 ' ®primes SOFTWARE USE LICENSE LICENSEE: Orange County Fire Authority NOTICE: GeoPrise licenses the GeoPrise.NET software to Licensee (you) only upon the condition that you accept all of the terms contained in this license agreement. Please read the terms carefully before signing, as your signature will indicate your assent to them. If you do not agree to these terms, GeoPrise is unwilling to license the software to you, in which event you should return the full product immediately to GeoPrise. LICENSE AND WARRANTY: The software which accompanies this license (the "Software") is the property of GeoPrise or its licensers and is protected by copyright law. While GeoPrise continues to own the Software, you will have certain rights to use the Software after your acceptance of this license. Except as may be modified by a license addendum which accompanies this license, your rights and obligations with respect to the use of this Software are as follows: YOU MAY: (i) use one copy of the Software on a single computer or two copies for a multi-server configuration; and one additional use for a development computer. (ii) make one copy of the Software for archival purposes; Additionally, Licensee may make routine computer backups of the Software and Documentation. (iii) use the Software on your organization's internal network, provided that you have a licensed copy of the Software for each computer that the Software resides on; (iv) provide application access to external government agencies and private organizations directly supporting the Orange County Regional Public Safety program for emergency, planning, response, and recovery activities. YOU MAY NOT: (i)copy the documentation which accompanies the Software; (ii) sell, transfer, sublicense, redistribute, lend, assign, time-share,rent or lease any portion of the Software; (iii)reverse engineer,decompile, disassemble,modify,translate, make any attempt to discover the source code of the Software, or create derivative works from the Software; or (iv) use a previous version or copy of the Software after you have received a disk replacement set or an upgraded version as a replacement of the prior version, all copies of the prior version must be destroyed. (v)act as a service bureau or Application Service Provider(ASP)that allows third party user access to the Software, or Documentation, with exception of item (iv) in the You MAY section of this document. • Page 2 of 2 ' EMAIPWAre SOFTWARE USE LICENSE LIMITED WARRANTY: GeoPrise and its Licensor(s) make no warranty with respect to the data used by the software. GEOPRISE Exclusive Remedy GeoPrise does not warrant that the Software will meet your requirements or that operation of the Software will be uninterrupted or that the Software will be error-free. The above warranty is exclusive and in lieu of all other warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose and non infringement. DISCLAIMER OF DAMAGES: GEOPRISE General Disclaimer Regardless of whether any remedy set forth herein fails of its essential purpose, in no event will GeoPrise be liable to you for any special, consequential, indirect or similar damages, including any lost profits or lost data arising out of the use or inability to use the software even if GeoPrise has been advised of the possibility of such damages. In no case shall GeoPrise's liability exceed the purchase price for the software. The disclaimers and limitations set forth above will apply regardless of whether you accept the Software. U.S.GOVERNMENT RESTRICTED RIGHTS: Restricted rights legend. Use,duplication,or disclosure by the Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software- Restricted Rights clause at 48 CFR 52.227-19, as applicable, GeoPrise (GeoVec Incorporated), PO Box 1251, Shingle Springs,CA 95682. GENERAL: This Agreement will be governed by the laws of the State of California. This Agreement may only be modified by a license addendum which accompanies this license or by a written document which has been signed by both the Licensee and GeoPrise. Should you have any questions concerning this Agreement, or if you desire to contact GeoPrise for any reason, please write: GeoPrise Customer Service, PO Box 1251,Shingle Springs, CA 95682. AUTHORIZED SIGNATURE: SIGNNvjw DATE PRINTED PURCHASING MANAGER ° `r Agreement Number.,000 I454 IEEE, 3i€?T'-� >> TELE ATLAS NORTH AMERi<CA,li•TC- ;" , GOVERNMENT LICENSE AGREEMENT Company Name: Orange County Fire Authority Contact Name: Kathy Ballantyne Telephone No.: 714-573-6422 Address: 1 Fire Authority Road City: Irvine State:CA ZIP:92602 By executing the Government License Agreement("the Agreement"),Tole Atlas Worth America,Inc. (-TANK')and the customer named herein("Licenses)agree to the following terms: 1. Lice—me-Gran . Subject to the terms and conditions of this Agreement,TANA hereby grants to Licensee a non-exclusive,non-transferable,non-perpetual license to use the product(s)identified on Attachment A along with associated doatamtstion and any Updates provided to Licensee("Licensed Products')for (a) internal use only and not for commercial use or resale, for the number of Users identified on Attachment A. A"User"means any single individual or device that is able to access the Licensed Products even if only for occasional use,and not a concurrent user. (b) Internet use of the Licensed Products. Internet usage of data is permitted for "Web Locator" applications where the general public may enter a single address in order to locate themselves or the nearest objoct of interest. Within these applications,data and any derived results may be published as bitmaps with the appropriate copyright information. Users of Licensee's website will have the ability to enter a single address or telephone number to locate Licensee's customer's service or business locations. TANA's latitude and longitude coordinates,address range,ZIP+4 and Census attribute data shall be protected and shall not be extractable. No other product generated from the Licensed Products shall be disclosed,licensed or sold,in whole or in part,to any third party,without TANA's express written permission. Licensee may not use the Tele Atlas Address Points Licensed Products on the Internet other than with TANA street vector data (c) Licensee is spcdfically granted the right to use the Product(s)in any or all of it's business locations, districts or offices and may place the Product(s)on multiple servers at its'sole discretion,providing that the total number of users as defined in Attachment A is not exceeded. Licensee is granted the right to distribute printed maps or electronic rums in PDF format to support its business use. All maps shall contain the following copyright notice: 01994-200_Tale Atlas,Rel. MM/YYYY(the month/year of the L=scd Products release)" (d) Licensee's subcontractors may use the Product(s)solely to fulfill their contractual obligations with the Licensee. (e) In the event of a major emergency(fires,floods,earthquakes or other natural or manmade events of a limited duration)Licensee may treat other emergency services providers as temporary contractors to Licensee for the purposes of sharing the Licensed Products for the duration of the emergency. Licensee shall have the responsibility for maintaining control of the Licensed Products and securing its Tatum to Licensee at the end of the emergency. An"Update"means a release of the Licensed Products that incorporates additional or updated data Updates will be distributed to Licensee in accordance with the schedule set forth on Attachment A. "Updates"do not include new versions of the Licensed Products that contain substantial new features or functionality, or am considered new products. No part of the Licensed Products,or any derivation thereof,shall be disclosed to third parties or used for the benefit of third parties. Other than as permitted in this Agreement and except as necessary for backup and archival purposes, Licensee may not make any copies of the Licensed Products. Licensee shall not use the Licensed Products to provide competitive information about TANA or the Licensed Products to third parties. Licensees use of the Address Point Licensed Product and any portion thereof,is limited to use solely for the purpose of enhancing the value and/or use of the spatial vector data furnished or made by TANA_ Notwithstanding anything to the contrary herein,or in any attachment or exhibit hereto,in no event shall Licensee use the Address Point Licensed Product or any portion thereof(including but not limited to lonsitudellatitude coordirmVes derived from the Address Point Product)in connection with or in conjunction with spatial street vector data furnished or made by a commercial party or other than TANA or Licensee. Title TAM4 Orrawge County Fire Awhmfiy Got*tat Lkewe AgreaseW,I Z/209 PkW I "Censee t� C4-B64 Non-Peiperaal Internal and Now-Peapetwal Imemet Use TANA CONFl EA7IAL .agreement Number: 000 14% to the Licensed Products remains with TANA and its third party providers and all rights not expressly granted herein are reserved. 2. Pr+Nortetary ttl�ts 2.1 t.ottfldertfinTtty and Prutecdon of Licensed Products. The Licensed Products indude confidential and propricumy information and materials. Accordingly, Licensee agrees to hold the Licensed Products in confidence and trust. Licensee agrees to take reasonable steps to protect the Licensed Products from misappropriation or misuse. Licensee agrees not to extract standalone data from or publish any part of the Licensed Products, other than for Licensee internal business and not for comunerciai use,without the prior written consent of TANA. Licensee may disclose relevant aspects of the Licensed Products to its employees, agents or representatives with a need to know who are bound by confidentiality obligations at least as protective as this provision. Licensee acknowledges that the terms of this Agreement are confidential and it will not disclose such information to third parties,except as mandated by public statute. On all copies of any media containing the Licensed Products oar parts thereof,Licensee shall reproduce any copyright or proprietary rights notices contained an the original mcdia and in the user manual(s).Licensee acknowledges that a breach by Licensee of its obligations under this Section or a breach of the 'license granted would cause TANA irreparable haulm and,in the event of such a breach or threatened breach,TANA shall be entitled to injuncdve and other appropriate equitable relief without posting bond or proving that damages would not be an adequate remedy. 2.2 Government 6e3ency.If Licensee is a state,federal or other public entity("GavernmenVI,Licensee agrees to protect the Licensed Products from public disclosure. in the event that Licensee is required to disclose the Licensed Products under any law or regulation that permits public access and/or reproduction or use of the Licensed Products,Licensee shall notify TANA in writing prior to such disclosure and if TANA is unable to comply with such disclosure, this Agreement shall be automatically terminated and considered immediately null and void. Any software,documentation and/or data delivered hereunder is subject to the term of this Agreement. Any computer software,computer software documentation and/or technical data delivered hereunder to the Government, either directly under a prime contract, or indirectly through subcontract, is subject to the teems of this Agreement. In no event shall the Government acquire rights greater than LIMITED or RESTRICTED rights as described in DFARS 252227-7014(a)(1)(JUN 1995)(DOD commercial computer software definition), DFARS 227.7202-1 (DOD policy on commercial computer software),FAR 52.227-19 (JUN 1987)(commercial computer software clause for civilian agencies),DFARS 252,227-7015 (NOV 1995) (DOD technical data—commercial items clause);FAR 52.227-14 Alternates I,17,and III(JUN 1987)(civilian agency technical data and noncommercial mtercial computer software clause); and/or FAR I22I 1 and FAR 12.212 (commercial item acquisitions) as applicable. In case of conflict between any of the FAR and DFARS provisions listed herein and this Agreement, the construction that provides greater limitations on the Government's rights shall control. 3. Warranty 3.1 JJWtcd Warranty. TANA warrams that the media containing the Licensed Products is free from defects in materials and workmanship on date of delivery.If the media possesses manufacturing defects.TANA will provide Licensee with a replacement copy of the Licensed Products within a commercially reasonable tkne after notice from Licensee. LICENSEE'S SOLE AND EXCLUSIVE REMEDY AND TANA'S ENTIRE OBLIGATION UNDER THIS LIMITED WARRANTY IS TO REPAIR OR REPLACE THE.LICENSED PRODUCTS WITH CONFORMING LICENSED PRODUCTS SUBJECT TO PROMPT NOTICE OF NON- CONFORMITY AND AT TANA'S OPTION IF SUCH ALTERNATIVES ARE NOT FEASIBLE, TO TERMINATE THIS AGREEMENT AND REFUND THE APPLICABLE FEES PAID WITH RESPECT TO SUCH NON-CONFORNIING LICENSED PRODUCT. Should this Agreement be terminated under this section,Ucennsee may execise its option to obtain a perpetual use license as outlined in Attachment A. 3.2 DI CLAltNER. EXCEPT AS PROVIDED IN SECTION 3.1 ABOVE, THE LICENSED PRODUCTS ARE PROVIDED ON AN"AS IS"AND"WrM ALL FAULTS BASIS"AND TANA AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY TANA OR ANY OF ITS AGENTS, EMPLOYEES OR THIRD PARTY PROVIDERS SHALL CREATE A WARRANTY, AND LICENSEE IS NOT ENTJTLED TO RELY ON ANY SUCH i TANA O-xge Coa-y FlreAuf iv&y GoyernmeatLisease e^12,2*M Page 2 Lkm ee CA-06d Non-Perpeadt lawmal Nord Neq Pegwou t lateraet Use TAVA CONFIDENTIAL j Agreement Number 0001454 ADVICE OR INFORMATION. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL CONDTTION OF THE AGREEMENT. A. Tom, TANNA will deliver Updates to the Licensed Products to Licensee for the period of time and on the delivery schedule identified on Attachment A. 5. §j;= . If Licensee promptly gives TANA written notice and documentation of a discovered defect in the Licensed Products sufficient to enable TANA to reproduce the problem, and, thereafter,provides such additional information as TANA may reasonably request,TANA will use reasonable efforts to promptly correct mayor defects;and correct minor or ordinary defects by the next general commercial release of the Licensed Products. TANA shall not be obligated to provide corrections to the Licensed Products in the event that the errors are caused by Licensee. TANA will provide the foregoing support for each version of the Licamsed Products for a period of twelve(12)months front the date of commercial release of such version.In addition TANA will perform maintenances in accordance with Atha ant B. 6. F, ees, Licensee shall pay to TANA the license fees indicated on AttachM=A(the"License Fecel.The License Fees shall be due and payable asset forth on Attachment A. if Licensee desires to increase the number of Users or purchase a license to additional Licensed Products, the parties may do so by amending this Agreement. 7. Payment and Recor�,g. All outstanding amounts not paid when due shall bear interest at the manimurn allowable statutory rate at the time or two percent(25%)per month,whichever is less.Fees do not include any sake,use or other taxes that may apply and all such taxes are the responsibility of Licensee.TANA retains the right to withhold shipment of Licensed Products for failure to pay fees due.Licensee shall maintain complete and accurate records documenting compliance with this Agreement and retain such records for a minimum of three(3) years from the last payment due hereunder. During the term and for a period of one(1)year after expiration or termination,TANA shall have the right,at its expense and upon reasonable notice,to examine,or to have its representative(s)examine,Licensee's records and/or operations to verify Licensee's compliance with the requirements of this Agreement and the amounts due to TANA. S. Liirnatation of i8,abill EXCEPT WITH RESPECT TO A VIOLATION OF CONFIDENTIALITY OR A BREACH BY LICENSEE OF THE LICENSE, NEITHER PARTY NOR ITS LICENSORS SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL,SPECIAL,INDIRECT OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING LOST PROFITS, COSTS OF COVER, DAMAGES FOR LOSS OF USE OR INTERRUPTION OF BUSINESS AND THE LIKE, REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO A VIOLATION OF CONFIDENTIALITY OR A BREACH BY LICENSEE OF THE LICENSE,IN NO EVENT WILL THE TOTAL LIABILITY OF EITHER PARTY OR ITS LICENSORS ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO TANA IN THE TWELVE(12)MONTH PERIOD PRIOR TO THE DATE ON WHICH THE CLAIM AROSE. 9. Term and Termination 9.1 Term of Aereernent The term of this Agreement is for the period from the Effective Date through January 310,2008(the"Initial Term"). Term relates to delivery and payment. This Agreement shall continue thcreafter for successive one(1)year renewal periods (each a"Renewal Terrn"; collectively"the Temej if Licensee provides TANA with a purchase order by the anniversary date of the Agreement in order to receive subsequent shipments of the Licensed Products at the term curtained herein. At the conclusion of the then current Term,Licensee must cease all use of the Licensed Products or convert the Agreement into a Perpetual Agreem em as outlined in Attachment A. 9.2 Termiauition This Agreement shall become effective as of the Effective Date as set forth below and shall remain in force until terminated as provided herein.Either party may terrmnate this Agreement on written notice in the event of a material breach by the other party that twnains uncured for a period of thirty(30)days from the date of notice to cure,provided that in the evert of a breach of the scope of the licenses granted the cure period shall be ten (10)days.Either party may terminate this Agreement on written notice to the other party in the event the other party ceases to do business in the ordinary course,makes a general assignment for the benefit of creditors or commences or has commenced against it any insolvency or receivership proceedings. - 9.3 Effect of Tersmiiaatioa. Upon any termination of this Agreement,Licensee shall have the right to enter into a Perpetual License Agreement for the Fee outlined in Attachment A.If the Licence chooses not to exercise that option then Licensee shall:(a) immediately discontinue use and return to TANA or destroy all TANA O-W Co—&FimAarkortry Govowmew LicroseAgrftmurt,124a"Page 3 Lkewee cA-!!6-! Non-Peryretuat l�rernal and Non-Ptrpelua!hnernd the TANA CONFIDENTIAL Agreement Nwnherr 0001454 copies of the Licensed Products in its possession;(b)pay to TANA,within ten(10)days aftar the date of such termination,an amount equal to the License Fees as set forth on page 1 of this Agreement for the remainder of the Term; and(e)provide an affidavit signed by an officer, or other authorized individual, attesting to the performance of items(a)and(b)and acknowledging the continuing obligations of confidentiality under Section 2.1.Sections 2.1,2.2,3.2,7,8,9 and 10 shall survive termination of this Agreement. 10. General 10.1 -CoM2114ince with Laws. Licensee will comply with all laws applicable in connection with use of the Licensed Products.Licensee acknowledges and understands that the Licensed products nay be subject to restrictions on export and agrees to comply with any applicable export laws. i 10.2 Ellblk 1f either party wishes to issue a press release or engage in marketing activities in connection with this Agreement,such releases will be subject to prior review and written approval of the other parry. Licensee agrees that TANA may publicly announce and list Licensee as a customer of TANA. 10.3 laftendlatContumetory. The patties are independent contractors. Neither party shall be deemed to be an employee,agent,partner or legal representative of the other for any purpose and neither shall have any right,power or authority to create any obligation or responsibility on behalf of the other. 10.4 Asstanment Licensee may not assign this Agreement without the prior written consent of TANA. Any assignment in violation of the foregoing sentence will be null and void. Subject to the foregoing,this Agreement will bind and'inure to the benefit of the parties,their respective successors and permitted assigns. 10.5 indemnlTueatlon. Indemnifiegipbbv TANA. a)_TANA shall protect,defend(or,in TANA's discretion,settle),indemnify and hold Licensee harmless from any and all demands,liabilities, obligations, damages,suits,judgments or settlements,including reasonable costs and attorneys'fees incurred by Licensee which arise from third party claims,(collectively,'Claims")that are asserted against Licensee to the extent that such Claims are based upon a contention that the Licensed Products treed within the scope of the license granted in Section 1 of this Agreement infringe or Tn sappropriate any copyrights,trade secrets,or trademarks of any third party under the laws of the country or countries covered by the geographic scope of the Licensed Products,provided that: (i) Licensee notifies TANA promptly in writing of such Claim in sufficient time to enable TANA to protect its interests without prejudice,(ii)TANA has the sole right to control the defense and negotiation of all Claims, and (iii) Licensee fully cooperates in TANA's defense of all Claims at TANA's sole cost and expense for reasonable out-of-pocket expenses. b) TANA shall not have any liability under Section 3.1 or Section 10.5(a)to the extent that any Claim in Sc tion 10.5(a) is based upon (i) the use of the Licensed Prods in combination with other products, provided that the Licensed Products alone are not the cause of such Claim;(ii)the use of the Licensed Products in violation of this Ageemtent including,outside the scope of the license granted in Section 1;or(iii)the modification of the Licensed Products or any portion thereof by anyone other than TANA,provided that the Licensed Products in unmodified form arc not the cause of such Claim c) if TANA(i)believes the Licensed Products infringe or(ii)if,as a result of any Claim of infringement described in Section 10.5,TANA a enjohvd from licensing or subiicenstng any Licensed Product,or(iii)Licensee is enjoined from using any Licensed Product,or(iv) if TANA believes that such injunction or Claim is likely,TANA may in its sole discretion and expense(1)procure the right for Licensee to continue to use said Licensed Product;(2) replace or modify the Licensed Products so as to make them non-infringing;or,if options (1)and(2)we not reasonable,(c)terminate this Agreement and refund a prorated portion of the consideration Licensee paid TANA for the affected Licensed Products. d) Sections 10.5(a)through(c)state the entire and exclusive obligation of TANA to Licensee for any Claire. TANA Orange CoaM FireAathwiry Go►rmmemLkenseAgnm a n4 1"006 Page 4 Licensee,a G464 Non-Perparaat Internal and Nou-P'erpamal interaet Use TANA CONFIDENTIAL Agreement Number. 0001454 Indemnification by Licensee. Except with respect to the claims for defects solely attributable to the Licensed Products, Licensee shall protect, defend, indemnify and hold TANA harmless from any and all clai ns,demands,liabilities,obligations,damages,suits,judgments or settlements,including reasonable costs and attorneys'fees,that arise from the subject matter of this Agreement. 10.6 NOW A failure or delay by either party in enforcing any right or remedy under this Agreement shall not be construed as a waiver of such righter remedy or of any future exercise of such right or remedy,or of any other right or remedy,by such party. 10.7 Gpverniaa Law. This Agrcemerrt shall be governed by the laws of the State of California without reference to conflicts of law principles.All disputes relating to this Agreement shall be settled by arbitration under the rules of the American Arbitration Association with hearings to be held in Irvine,California Any award made by the arbitration panel,however constituted,shall be final,binding and conclusive on all parties for all purposes and judgment may be entered thereon by any state or federal court having jurisdiction. In addition to any settlement in a dispute,the prevailing party shall be entitled to the recovery of its reasonable attorneys'fees and associated fees and expenses. 10.8 SLOnaft Faeshnile signatures shall be deemed valid as original far all purposes. Digital signatures shall be deemed valid as original for all purposes provided that such digital signature is capable of verification and is linked to data in such a manner that if the data are changed, the digital signature is invalidated 10.4 Counterparts. This Agreement may be executed in any number of duplicate counterparts,each of which is an original,an d all of which together shall constitute one and the some instrument. 10.10 Severabillty. Except with respect to Section 2.2, in which ease this eatim Agreement shall be considered terminated,if any other provision of this Agmemc,t is held by a court of competent jurisdiction to be contrary to law,such provision shall be changed and interprebed so as to best accomplish the objectives of the original provision to the fullest extent allowed bylaw and the runtaining provisions of this Agreement shall remain in full force and effect. 10.11 Force Malettre. Neither party will be liable for any failure or delay in its perforrnance under this Agreement,except the making of payments,due to causes which are beyond its reasonable control,including an act of God,act of civil or military authority,fire,epidemic,flood,emthquake,riot,war,sabotage,failure of suppliers and governmental action. ' 10.12 No Other Terms. The terms and conditions ofthis Agreement govern all transactions contemplated by this Agreement including all orders by Licensee. Any proposed variation from or addition to these terms and conditions appearing on any purchase order or other document submitted by Licensee are null and void. 10.13 Entire Agreement: Amendment. This Agreement supersedes all prior and contemporaneous agreements and understandings between the parties relating to the subject matter of this Agreematt and constitutes the sole and entire agreement of the parties.This Agreement may only be amended in a writing signed by both parties. 10.14 Notices. All notices,demands or consents required or permitted under this Agreement shall be in writing. Notice shall be considered delivered and etTective when(a)personally delivered;(b)one(1)day after posting when sent by reputable private overnight carrier(e.g.,DHL,Federal Express,etcJ;or(e)five(5)days after posting when sent by certified United States mail. Notice shall be sent to the parties at the addresses set fotih below or at such other address as shall be given by either party to the other in writing. If to TANA: if to Licensee: Tole Atlas North America,Inc. Orange County Fire Authority 11 Lafayette Street 1 Fire Authority Road Lebanon,NH 03766-1445 Irvine,CA 42602 Attention: Contracts Department Attention: Kathy Ballartyne Phone: 6031643-0330 Phone: 714-573-6422 Fax: 603/643-5210 Fax: 714-368-8837 E-mail:kathyballmtyneeocfa.org TANA Oo-w c-my Fhv Autlborlty Cavrrnruent License Agrieea,ew,i2/lm Pirge S Lreens-Et L C4464 Noa-Phrpetual Tataxa1 and Non-Perperual laterner Use TANA CONFIrDEN7M Agmement Number: 000 1454 11. affective Date The Effective Date of this Agreement is December 8 2006 TANA: Tele ABas North America,Inc. Licensee: Orange Conaty Fire Authority Pa (�U`�}� 's f'l...r sir q L•v. 0, �+ [duly authorized] (duly�authcmzed] r"W._Ilse Ramsey K&M Ie 2.11.0E ai lI r -� (print or type name) (print or type n Vicegresi4cat_Finance&Administration rr t�l TLC�ti' °Y Pre, i,,r.0 :-r,ey, title title la�/121D10 !z- g-OU date date TANA Orange County Fat A&vh osfty Gotwwmext License Agneenteat,12120"Purge 6 Meeesee,� CA-064 Non-Pergetasl tardmal and Noe-Papetrrat fawner Use TANA CONFMENTIAL Agreement Number: 0001454 Attachment A This attachment details the pricing and update schedule for the End User License Agreement between TANA and Licensee. All Licensed Products will be delivered on CD/ROM media. Number of Users: Unlimited Users for all County and City governments and Public Safety Agencies within Orange County California. Licensed Prodlicts Dynamap"ITransportation, commencing with version number 8.3,for Orange County, Los Angeles County, Riverside County,San Bernardino County and San Diego County,California,ArcViewa format,county tile, quarterly Updates(total of four(4)shipments per year;January,April,July and October releases). Tale Atlas'Address Points,commencing with version number 83,for Orange County,Los Angeles County, Riverside County, San Bernardino County and San Diego County,California,ArcViewe format,county 161e, quarterly Updates total of four(4)shipments per year,January,April,July and October releases). Dynanrap®!Census Boundaries including Blocks, Block Groups and Tracts for the State of California, commencing with version number 8.3, for Orange County, Las Angeles County, Riverside County, San Bernardino County and San Diego County,California,AreViewe format,county tile,quarterly Updates total of four(4)shipments per year,January,April,July and October releases). Annual License Fees For each year of the Initial Term of this Agreement,Licensee shall pay to TANA an atmuai lictnnse fee of Sixty Thousand Dollars($60,000)(the"Annual License Fee"). TANA shall invoice Licensee for the Annual License Fee(plus appropriate California state sales tax)as follows: • For the period from the Effective Date until January 31,2W$.TANA shall invoice Licensee for the Annual License Foe upon TANA's receipt of the executed Agreement. • Conuneucing January 31,2008 and each January 31 st thereafter,TANA shall invoice Licensee for that year's Annual License Fee. Renewal Untloas and License Fees At the end of the fifth(5 )Tenn of this Agreement Licensee shall have the following options: • Continue receiving Updates under this Agreement for a fee to be determined at that time,or, • Entcr into to a license for perpetual use of the Licensed Products for a fee of Seventy Five Thousand Dollars($75,000),plus the appropriate California state sales tax.This perpetual use license will not provide for any additional Updates to the Licensed Products,and will allow for unrestricted use of the Licensed Products after a period of three(3)years. All other terms and conditions will be similar to those contained herein. Pavment Payment is due within thirty(30)days of invoice date. Remit Payments to: Tole Atlas North America,Inc. PO Box 3506 Boston,MA 02241-3506 hM TANA will ship the Licensed Products within seven (7) business days of both the signed Agrecrnent and purchase order. Note: ?Iris pricing offer is valid provided the Agreement is executed by December Sth.2006 TANA OrangO Coax&FireAatla P4 Gavel went LkwseApv ma4 1T/2 Ve Page l LitMM-Y&CA-O" Neu-Perpetuat lretertred amf NoR Perpetua!!ra?erset Use TANA COJVFIDEN71AL Agreement Number: M 14 Attachment B OneMsp Maintenance Affeement Overview The Orange County maintenance program requiremcnt is for TANA to accept proposed edits,as provided by Licensee,that are identified by the Licensee and other county and local agencies. Licensee will reconcile the edits and provide those in a standard format to TANA. When the edits meet TANA specifications,they will be applied to the core database so as to be included in a subsequent quarterly delivery to Licensee, per the schedule below. Content Licensee will identify the location of each enhancement,and submit attribution including street-name related content,address range,road classification,and road parity. Edits meeting these criteria will be processed in a single quarterly cycle as listed below. Edits in other formats or requiring additional research will be processed within two quarterly cycles. Taslts 1. TANA will accept edits from Licensee,and analyze those for compliance with TANA specifications. 2. TANA will process the edits for inclusion in the next release,based on the schedule below. 3. At the ens of each submittal period, TANA will report on all edits provided by Licensee as aceeptedrmrplanented,acceptedho be implemented or rejected. Update Schedule Product Delivery Update Sabmitdal Period Update Delivery Month Month January ESkDuU lst through March 3lst July April May 1st throuxb June 3OF October J14Y August Ist through temper 30th lanuary October November I"through December 31st Ap6l It is recognized by TANA and Licensee that a more frequent Update Schedule is desirable. As such this Update Schedule may be revised upon mutual written agreement of both parties at any time after July 3&, 2007. Any change to the Update Schedule will be executed as an Amendment to this Agreement, TANA OrwWe Com y Fire Au&wiry Gavernmm I Lieaase Agmewaa;I2,21W Page 8 Lkaraeie CA-064T No—Perpelaal larersal and Non-Popewel lnterow Use TANA CONPWENrIAL ®IGITALGLOBC License Confirmation Kathy Ballantyne Orange County Fire Authority Information Technology Division Portfolio&Procurement Manager 714-573-6422 FAX 714-368-8837 October 2, 2007 Dear Kathy, This letter shall confirm your election to purchase the Orange County Aerial data set, covering approximately 900 square miles for The Orange County Public Safety Interoperability Project, under an Enterprise Premium License (See Digita(Globee Product End User License Agreement), for developing a regional GIS database and to serve agencies with mobite mapping, fire run book mapping, automated vehicle locating, computer aided dispatch, and vehicle routing apptications, and for public safety planning and coordination efforts. The data witt be provided at a 1-foot resolution, with a Summer 2007 finat photo date. The Imagery wilt be delivered to OCFA on external hard drives in Tiff format, Mr. Sid format and in Photomapper format with Maphandler for Arc 9.x and Mapinfo, in state plane, NAD 83, California Zone 6, coordinate system and all corresponding World Files. OCFA and Cooperative Members will abide by all other restrictions in the DigitalGlobee Product End User License Agreement. The entities included in the Orange County Public Safety Interoperability Project are included but not limited to: Aliso Viejo; Anaheim; Brea; Buena Park; Costa Mesa; Cypress; Dana Point; Fountain Valley; Futterton; Garden Grove; Huntington Beach; Irvine; La Palma; Laguna Beach; Laguna Hills; Laguna Niguel; Laguna Woods; Lake Forest; Los Alamitos; MetroNet; Mission Viejo; Newport Beach; OCFA; Orange; Placentia; Rancho Santa Margarita; San Clemente; San Juan Capistrano; Santa Ana; Seal Beach; OC Sheriffs Dept; Stanton; Tustin; Vitla Park; Westminster; Yorba Linda. As agreed, the price will be$27,000.00, plus shipping St tax if applicable. All payment terms are net thirty (30)days from date of invoice. Upon full payment, permanent software validation will be granted. Temporary validation will be provided to allow time for your payment to be processed. Please call 866.278.2378 and ask for software validations. (00013018/1) ®IG ITALG LOBO I trust the foregoing will meet your approval. Please indicate your approval of this proposal by signing below and faxing a copy to my attention at 602.324.4947. Thank you for the order, we appreciate your business and took forward to working with you in the future. Your total purchase price includes options for software upgrades and ongoing technical support. You have selected the following Technical Support Options: ❑One year subscription (a value of$149.00)for upgrades and ongoing technical support ❑Two year subscription (a value of$298.00)for upgrades and ongoing technical support No support program; an initial 30 day free support period is included. Please indicate your approval of these terms within the next five days by signing below and emaiting or faxing a copy to my attention at 623.582.2632. Thank you for your order, we appreciate your business and took forward to working with you in the future. Best Regards, Rusty Gaynes DigitalGlobe, Inc. Sr. Imagery Solutions Specialist 866.278.2378 x 3229 Phone 623.582.2632 Fax I�l�ia RDftA!A tb-a- aoorl Customer Name(Print) Customer ignature Date {00013018/1} Agreement No.D07-131 AGREEMENT BETWEEN THE COUNTY OF ORANGE AND THE ORANGE COUNTY FIRE AUTHORITY FOR USE OF LANDBASE SYSTEM This License Agreement ("Agreement") is made and entered into by and between the County of Orange ("County"), a political subdivision of the State of California, and the Orange County Fire Authority ("OCFA"), a California Joint Powers Authority, as of December 5, 2007. RECITALS A. WHEREAS, the County is purchasing a County-wide, parcel level, digital land base mapping system (hereinafter "Landbase") from Southern, California Gas Company (SOCALGAS); and B. WHEREAS, OCFA desires to enter into a license with the County to access and use Landbase for the purpose of supporting public safety services, including planning, response and recovery throughout the County and to coordinate such efforts with other public safety agencies within the territorial boundaries of County ("Public Safety Agencies"). C. WHEREAS, OCFA has been assigned by the Orange County Fire Chiefs Association as the Administrator for the Regional Public Safety GIS Cooperative consisting of Fire, Law Enforcement, and other public safety agencies, and has been authorized to enter into data use agreements on behalf of the members. NOW THEREFORE, for good and sufficient consideration, as set forth below, the parties agree as follows: Section 1. DEFINITIONS A. "Landbase" means the computer mapping system, which consists of County-wide, parcel level digital landbase, including any and all source code, modifications, derivative works, and any instructions, metadata, or software code that enables it to receive, manipulate, analyze, or display Source Data, and copies of the foregoing regardless of the form of the media in or on which they may exist. B. "Source Data" means the land records (paper maps, written deeds, survey horizontal control and conversion quality control) and information contained therein, which the COUNTY provided and entered into Landbase. C. "Derivatives" shall mean all works created by OCFA, Public Safety Agencies, or subcontractors to OCFA or Public Safety Agencies, that are based upon and incorporated into all or part of the Landbase, including, but not limited to, a revision, modification, translation, abridgement, condensation, expansion, collection, compilation or any other form of data based on the Landbase. D. "Public Safety Agencies" shall mean local agencies located within the territorial.boundaries of the County, which are detailed in Section 3, whose purpose is to provide the public with public safety services such as Fire Protection, EMS, Law Enforcement. Page 1 of 7 Agreement No.D07-131 Section 2. GRANT OF RIGHTS A. Basic Rights 1. In exchange for payment to the County by OCFA of the amount set forth in the Fee Schedule attached hereto as Exhibit A and incorporated herein by reference, the County hereby grants and OCFA hereby accepts, subject to the terms and conditions of the Agreement, a nonexclusive license to use the Landbase, from the Effective Date hereof until expiration or termination of this Agreement as set forth herein. This is not an agreement for sale. 2. Nothing in this license shall grant the OCFA the right to resell, loan, rent, lease or sublease, donate or share the Landbase, except as provided in Section 3. 3. Derivative products (Derivatives) may be used by OCFA and Public Safety Agencies. B. Subset Rights 1. OCFA understands that County may, from time to time, incorporate the use of proprietary software and operating systems into its Landbase by legitimate means and user licenses. In no case are user rights to these proprietary products transferred by means of this Agreement. 2. OCFA is responsible for obtaining and maintaining all legal user rights to operating systems by appropriate agreement with the holders of those copyrights. C. Ungranted Rights 1. County retains all rights not expressly granted in this agreement. Nothing in this agreement constitutes a waiver of County's rights under U.S. Copyright laws or any other federal, state or local laws. 2. OCFA shall not have any right, title, or interest to the Landbase, except as expressly provided in this Agreement, and further shall secure and protect the Landbase consistent with maintenance of the proprietary rights claimed by the County. 3. All copyrights associated with the Landbase and all other rights thereto not specifically granted to OCFA in this Agreement are reserved by County. 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 the County. Page 2 of 7 Agreement No.D07-131 Section 3. ACCESS TO LANDBASE A. OCFA may not allow another local agency to access or use the Landbase unless it has entered into an agreement with such agency pursuant to the terms of this Section 3. OCFA must obtain written consent from the County before entering into any agreement with an agency other than a Public Safety Agency to authorize such agency to access or use the Landbase. B. The Landbase may only be accessed and used pursuant to this License Agreement, for the purposes of supporting public safety services, including planning, response and recovery. If Public Safety Agencies desire to use the information for any other purpose, OCFA must obtain prior written consent from the County. C. OCFA shall enter into a written agreement, Exhibit B,with the Public Safety Agencies. OCFA will require those agencies not to disclose or distribute the Landbase, except to the County, OCFA, and to other Public Safety Agencies. D. The right of access and use of the Landbase includes the right to use third party technical consultants to assist OCFA or Public Safety Agencies in its use of Landbase or creation of derivatives. Such access and use by technical consultants is permissible only if the consultants agree not to sell or disclose Landbase to third parties. E OCFA must notify the County in writing within thirty (30) days of the date OCFA terminates a Public Safety Agency's access or use of the Landbase. Section 4. INDEMNITY OCFA shall defend with counsel approved in writing by County, hold harmless and indemnify the County and/or its officers, board members, employees and agents, against any and all liability, claims, and causes of action of any sort, asserted or made by anyone, related to or arising from the use or misuse of Landbase by OCFA and/or its consultants, from disclosure of the Landbase, and/or from the granting of this license, including, but not limited to all costs, expenses, and reasonable attorneys' fees incurred by County and/or its officers, board members, employees or agents (including but not limited to fees of outside counsel and of County Counsel) in opposing or defending against such liability, claims, or causes of action. The County shall not be entitled to indemnification hereunder for the portion, if any, of any claim or liability which is determined by a court of competent jurisdiction to have been caused solely by the willful misconduct of the County Page 3 of 7 Agreement No.A07-131 Section 5. WARRANTY A. OCFA acknowledges that the Landbase was never intended to be used for emergency services. Consequently, OCFA bears all responsibility for the use or.. compatibility of Landbase with OCFA's intended use. The Landbase is provided "as is," without warranty of any kind, either expressed or implied, as to the accuracy, thoroughness, value, quality, validity, merchantability, suitability, condition, or fitness for a particular purpose. The entire risk as to the quality and content or accuracy of the Landbase or the Source Data is with OCFA. The County does not warrant that the Landbase will meet the requirements of the applications intended by OCFA or that any Source Data provided by the County will be current, error-free, complete, or based upon accurate or meaningful facts. B. OCFA further understands and agrees that it is possible that errors and omissions will occur in data input and/or programming performed by the County to provide the Landbase in the form desired, and OCFA further understands and agrees that it is highly probable that errors and omissions will occur in any record keeping process, especially when large numbers of records are developed and maintained, and that the Landbase or the Source Data may not meet OCFA's standards as to accuracy or completeness; notwithstanding the forgoing, OCFA agrees to accept the Landbase and any Source Data provided by the County "as is," fully expecting that errors and omissions in any data obtained from the County may exist. C. In no event will County be liable for any direct, indirect, consequential incidental, punitive, or special damages, including, but not limited to, lost profits, lost savings, or lost sales due to business interruption arising out of the use by OCFA and/or its consultants of, or their inability to use Landbase, even if County has been advised of the possibility of such damages. Further, OCFA acknowledges that the County shall not be required to retain, maintain or support the Landbase or the Source Data in the future. D. County warrants that it has the legal right to license the Landbase and both parties warrant that they have the right to enter into this Agreement. Section 6. CONFIDENTIALITY AND INJUNCTIVE RELIEF A. OCFA hereby acknowledges the County's position that the Landbase is a valuable proprietary product, embodying substantial creative efforts, trade secrets, and confidential information, ideas, and expressions. Accordingly, OCFA agrees to treat (and take precautions to ensure that its employees and Users treat) the Landbase as confidential information in accordance with the confidentiality requirements and conditions set forth below. B. Maintenance of Confidential Information Page 4 of 7 Agreement No.D07-131 1. OCFA agrees to keep the Landbase,ponfidential 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 a reasonable degree of care in the protection of confidential information). 2. Upon thirty (30) days written notice to OCFA, County shall have the right to audit OCFA's procedures in order to determine whether such procedures comply with the requirements set forth in this Agreement. C. Injunctive Relief 1. OCFA acknowledges that the unauthorized use, transfer, assignment, sublicensing, or disclosure of the Landbase or copies thereof will: (a) substantially diminish the value to County of copyrights, and other proprietary interests that are the subject of this Agreement; (b) render County's remedy at law for such unauthorized use, disclosure, or transfer inadequate; (c) cause irreparable injury in a short period of time. 2. If OCFA materially breaches any of its obligations with respect to the confidentiality of the Landbase, County shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief as well as damages for any additional licensing fees or any monetary damages caused by the actions of OCFA by any breach of the agreement. D. Survival OCFA's obligations under this Section shall survive the termination of this Agreement or of any license granted under this Agreement for whatever reason. Section 7. WAIVER A waiver of or failure to enforce any right under this Agreement by either party shall not be deemed as a subsequent waiver of the same right or any other right. Section 8. NOTICES All written notices to be given under this Agreement shall be sent either by (a) first class United States mail, or (b) overnight commercial courier, addressed to the recipient party as show below: To County: County of Orange Attn: Raymond Mathe, County Surveyor 300 N. Flower Street Post Office Box 4048 Page 5 of 7 Agreement No.D07-131 Santa Ana, CA 92702 (714) 834-3747 To OCFA: Orange County Fire Authority Attn: Kathy Ballantyne, Information Technology Procurement Manager 1 Fire Authority Road Irvine, CA 92602 (714) 573-6422 Either party may change its address or designee by giving written notice to the other party. Section 9. EFFECTIVE DATE This Agreement shall be effective as of the date stated above and shall continue until January 25, 2013, unless extended by mutual agreement by the County and OCFA or terminated. Either party may terminate this Agreement by giving 180-days written notice to the other. Section 10. ENTIRE AGREEMENT This Agreement sets forth the entire understanding of the parties with respect to the. subject matter hereof, and supersedes all prior oral and written agreements and understandings relating thereto. No representation, promise, inducement, or statement Of intention has been made by either party which has not been set forth in this Agreement and neither shall be bound by nor be liable for an alleged misrepresentation, promise, inducement, or statement of intention not so set forth. No waiver, alteration, modification, or cancellation of any of the provisions of this Agreement shall be binding unless made in writing and signed by the parties. Section 11. NONASSIGNABILITY OCFA shall not assign or transfer this Agreement or all or any part of its rights hereunder, by operation of law or otherwise, without the prior written consent of County. Any unauthorized assignment or transfer shall be null and void and shall constitute grounds for immediate termination of this Agreement by County. This Agreement shall inure to the benefit of and be binding upon any permitted successor or assign. Section 12 . GOVERNING LAW The validity, interpretation, construction and performance of this Agreement shall be governed by federal copyright laws and the laws of the State of California. Section 13. COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same Agreement. Page 6 of 7 Agreement No.D07-131 Section 14. AMENDMENTS. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties; no oral understanding or agreement not in herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on the parties unless authorized by each party in writing. Any such modifications, waivers or amendments shall not require additional consideration to be effective. IN WITNESSETH HEREOF, the parties hereto have executed this Agreement as of the date written below: ORANGE COUNTY FIRE AUTHORITY a California Joint Powers Authority Date: G y�- By: Chip Prather, Fire Chief Orange County Fire Authority APPROVED AS TO FORMA: TERRY C. ANDRUS GENERAL COUNSEL By: _9--- Date: DY. Barbara Raileanu, Esq COUNTY OF ORANGE Date: BY: Chairman of the Board bMupervisors APPROVED AS TO FORMA: COUNTY COUNSEL By: Date: �j , 7 ark Servino, Deputy County Counsel SIGNED AND CERTIFIED THAT COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO * THE CHAIRMAN OF THE BOARD PER G,C. C.25103,R 79.153 ATTEST DA E J.BLOOM CLERK OF THE BOARD OF SUPERVISORS Page 7 of 7 ORANGE COUNTY,CALIFORNIA Agreement No.D67-131 EXHIBIT A FEE SCHEDULE FOR PURCHASE OF LANDBASE AND REGULAR UPDATES TO THE LANDBASE THE ORANGE COUNTY FIRE AUTHORITY(OCFA)SHALL PAY$75,000 PER YEAR FOR A LICENSE TO"VALUE ADD"AND"DATA SHARE"THE LANDBASE TO OTHER APPROVED PUBLIC SAFETY AGENCIES. OCFA SHALL RECEIVE REGULAR UPDATES OF THE LANDBASE. IN THE EVENT THE COUNTY DISCONTINUES MAINTENANCE OR UPDATES OF THE LANDBASE, OCFA SHALL BE UNDER NO FURTHER OBLIGATION TO PAY THE ANNUAL FEES SET FORTH IN THIS EXHIBIT A. PAYABLE ANNUALLY ON JANUARY 31 Agreement No.D07-131 Exhibit B AGREEMENT BETWEEN THE ORANGE COUNTY,FIRE AUTHORITY AND PARTICIPANT IN THE ORANGE COUNTY REGIONAL PUBLIC SAFETY GIS COOPERATIVE FOR USE OF LICENSE AGREEMENTS AND COST SHARING This Agreement ("Agreement") is made and entered into by and between the Orange County Fire Authority ("OCFA"), a California Joint Powers Authority, and , Participant in the Orange County Regional Public Safety Geographic Information System ("GIS") Cooperative ("Participant") as of , 2007. RECITALS A. WHEREAS, the Orange County Fire Chiefs Association designated OCFA as the managing agency for the countywide shared GIS System that OCFA has created with grant funding; and B. WHEREAS, the GIS System was created in part using information obtained from separate license agreements, which agreements are entered into between OCFA and the license holder; and C. WHEREAS, Participant will be permitted to use the GIS System including the information obtained through the license agreements. NOW THEREFORE, for good and sufficient consideration, as set forth below, the parties agree as follows: 1. The recitals set forth above are incorporated herein by this reference. 2. In exchange for permitting Participant to use the information obtained from license agreements that OCFA has entered into with license holders, which agreements are incorporated herein by reference, as part of the countywide GIS System, and which are listed in Exhibit A to this Agreement. Participant, including each of its agents, officers, employees, and representatives, agrees to comply with all terms of each of the license agreements with the license holders listed in Exhibit A, the terms of which are incorporated herein by reference. A. Participant agrees to maintain the confidentiality of the GIS System, and may not disclose the GIS System, or any component thereof, except as expressly permitted by the terms of the license agreements referenced in Exhibit A. 3. In further consideration for the use of the GIS System, Participant agrees that if Participant or any of its agents, officers, employees, or representatives violates the terms of any of the license agreements with the vendors referenced in Exhibit A , it shall defend and indemnify OCFA, its officers, board members, employees and agents, against any and all liability, claims, and causes of action for a breach of any or all of the Exhibit B Agreement No.D07-131 -- `- license agreements referenced in this Agreement caused, in whole or in part, by Participant. 4. Exhibit A may be updated by OCFA from time to time to include and exclude license holders. If such updates are made, copies of the updated Exhibit A and related license agreements will be immediately provided to Participant, but no later than fifteen calendar days after the update is made, at which time the updated versions of Exhibit A and the corresponding license agreements will become part of this Agreement. 5. Participant shall pay OCFA a share of costs for use of licensed data as listed in Exhibit B attached to this Agreement. OCFA will invoice participant by June 1 each year, and payment shall be due on July 1, payable within 30 days. Exhibit B may be updated by mutual agreement of the parties, the amended version of which will be incorporated into this Agreement by reference. 6. This Agreement shall be effective as of the date stated above and shall continue until June 30, 2013, unless extended by mutual agreement by OCFA and Participant. Either party may terminate this Agreement by giving 180-days written notice to the other. In case of termination by Participant, Participant's indemnity obligations set forth in Paragraph 3 above shall continue to the extent that Participant continues to use any information obtained from OCFA pursuant to this Agreement. 7. In the event of litigation between the parties to enforce the terms of this Agreement, each party shall bear its own attorneys' fees, costs and expenses. Agreement No.ID07-131 Exhibit B IN WITNESSETH HEREOF, the parties hereto have executed this Agreement as of the date written below: ORANGE COUNTY FIRE AUTHORITY a California Joint Powers Authority Date: By: Chip Prather, Fire Chief Orange County Fire Authority APPROVED AS TO FORM: TERRY C. ANDRUS GENERAL COUNSEL By: Date: Barbara Raileanu, Esq. PARTICIPANT Date: By: Agreement No.D07-131 Exhibit B EXHIBIT A— LICENSE AGREEMENTS As of September 27, 2007 the following attached license and professional service agreements are incorporated into this Agreement. Geoprise Tele Atlas North America, Inc dated 12/12/06 Digital Globe/AirPhotoUSA for February 2006 final photo date. County of Orange Parcel Data dated November 15, 2007 Exhibit B Agreement No.BD07-131 EXHIBIT B — COST SHARING City of The City of shall pay the following amounts as their share of costs for the GIS Cooperative as agreed below. License Agreement Through June 2008 7/1/08-6/30/09 Geo rise No Cost TeleAtlas No Cost AirPhoto USA No Cost County of Orange No Cost Maintenance No Cost Total No Cost PARTICIPANT By: Date: ORANGE COUNTY FIRE AUTHORITY By: Date: Kathy Baliantyne GIS Program Contract Administrator Gs Co Orange County Public Safety GIS Cooperative Data Access Process OCFA, as the managing agency of the Regional Public Safety GIS Cooperative ("Cooperative"), is implementing the following procedures to ensure that any data obtained by OCFA pursuant to license agreements with various license holders is shared with other agencies who participate in the Cooperative in a manner consistent with those agreements. In order to obtain access to any of the information protected by a license agreement, each agency is required to comply with these requirements. Failure to do so may result in OCFA restricting that agency's use or access to the information. 1. The Fire Chief or authorized agency representative must review and sign the Indemnity Agreement for use of shared data. 2. Each agency must identify a primary contact point (agency administrator) for administration of user IDs and data. This person must be an individual authorized to sign authorization forms on behalf of the agency. The Fire Chief,Police Chief, or Division Manager (for non-public safety entities) must sign the authorization form giving the "agency administrator" authority to sign agreements relating to use of any information obtained as part of the agency's participation in the Cooperative. 3. The agency administrator will: • Complete the Agency Data Use Authorization form. If data is being provided for administrative use only, then provide a non-disclosure form for OCFA to sign as data administrator. • Complete the Authorized User form(s). • Read the Tele Atlas License Agreement and review it with all authorized users. • Read the Geoprise Agreement and review it with all authorized users. • Read the AirPhoto USA License Agreement and review it with all authorized users. • Limit disclosure of the information only to those authorized to use the data according to the terms of the license agreements. • Ensure, to the extent reasonably practicable, that users comply with the terms of each of the license agreements. 4. Upon completion of all of the above items and submittal to the below listed contact person, user log in and account access information will be provided The OCFA Contact for this process is: Kathy Ballantyne Orange County Fire Authority Assistant IT Manager Countywide GIS Program Contract&Agreement Administrator 714-573-6422 kathyballantyne@ocfa.org 7/27/67 Gs CO Orange County Public Safety GIS Cooperative Agency Administrator Designation Orange County Regional Public Safety GIS Cooperative The following individual is designated as the Agency Administrator for the Orange County Regional Public Safety GIS Cooperative ("Cooperative"). This individual will have the following responsibilities: 1. Sign or obtain signatures related to the Cooperative for all data license and system use agreements. 2. Complete an Authorized User Form for each individual authorized to access the system and download data. 3. Review all license and use agreements with all users of the system and data. 4. Abide by the terms and conditions set forth in the respective license agreements. 5. Be responsible for authorizing use and security requirements related to agency data provided to the Cooperative. 6. Limit disclosure of the information only to those who have signed an Authorized User Form. 7. Ensure,to the extent reasonably practicable,that authorized users comply with the terms of each of the license agreements. Agency Huntington Beach Fire Department Agency Mailing Address:-2000 E. Main St. —Huntington Beach,CA 92648 Agency Administrator Name DanRichards Title GIS Manager Pbone—(714)374-53)54 FAX e-mail—drichards@surfcity-hb.org Concurrence Date Name Title 7/27/07 Gs CO Orange County Public Safety GIS Cooperative �r v Authorized User Orange County Regional Public Safety CIS Cooperative The following individual is authorized to access and download data from the Orange County Regional Public Safety GIS Cooperative Database. Agency Huntington Beach Fire Department Agency Mailing Address: 2000 E. Main St. Huntington Beach, CA 92648 Authorized User Name Title Phone FAX e-mail As Agency Administrator,I have reviewed all data license and system use agreements with this user,and have confirmed that they understand any restrictions associated with use of the data and system. Agency Administrator Date Name Dan Richards Title GIS Manager 7/27/07