HomeMy WebLinkAboutTHOMAS BROTHERS MAPS - 2000-08-25 Agreement No.: LIC00208
DATABASE LICENSE AGREEMENT
THIS DATABASE LICENSE AGREEMENT ("Agreement") is made and entered into as of August 25, 2000 (the
"Effective Date") by and between THOMAS BROS. MAPS V, a California corporation, having offices at 17731
Cowan, Irvine, CA 92614 ("TBM") and City of Huntington Beach, a municipal corporation, having offices at 2000
Main Street,Huntington Beach,CA 92648 ("Licensee").
RECITALS
A. TBM is the owner of the Database(as defined below);
B. TBM desires to grant to Licensee and Licensee desires to obtain from TBM a nonexclusive license to
use the Database for the Purpose in accordance with the terms and on the conditions set forth in this
Agreement;
NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements set forth herein, the
parties to this Agreement agree as follows:
1. DEFNITIONS.
1.1. "Contract User" shall mean any consultant, contractor or agent of the Licensee using the Database in
furtherance of Licensee's Purpose.
1.2. "Contract User Agreement" shall mean the written document attached hereto as Exhibit C, which all
Contract Users of the Database shall sign and return to TBM, prior to receiving copies of the Database,
either in whole or in part.
1.3. "Database" shall mean the proprietary compilation, including the graphic andior tabular data identified on
the "Database Delivery Specification" attached hereto as Exhibit A, and referenced on the "Database
License Schedule"attached hereto as Exhibit B.
1.4. "Derivative Products" shalt mean all works created by Licensee which incorporate all or part of the
Database, including, but not limited to, a revision, modification, translation, abridgment, condensation,
expansion, collection, compilation, or any other form of, or modification to, the Database. By way of
illustration, but not limitation, an operating district database layer created using and/or incorporating the
graphics from the Thomas Bros.Maps street and city layers would be a derivative product.
1.5. "Documentation" shall mean all manuals, documentation, and other related materials pertaining to the
Database which are furnished to Licensee by TBM to assist Licensee in interpreting and utilizing the
information contained in the Database.
1.6. "Purpose" shall mean Licensee desires to the use the Database by Licensee solely for its internal,
noncommercial use and purpose in connection with evaluating, benchmarking, analyzing, planning and
reporting of fire department services. Specifically excluded from the Purpose, but not limited to, is the
public display or depiction of the Thomas Bros. Maps data on the Internet or other public electronic
bulletin boards.
1.7. "Visual Output" shall mean printouts, plots, displays, photographic film and printed matter which
incorporate all or part of the Database.
2. GRANT OF RIGHTS.
2.1. TBM hereby grants, and Licensee hereby accepts, subject to the terms and conditions of this Agreement, a
nonexclusive, nontransferable, and nonassignable license to use the Database solely for the Purpose, from
the Effective Date hereof until terminated or expired in accordance herewith. TBM further grants and
Licensee hereby accepts, the right to use only the portion of the data base which includes the cities of
Huntington Beach and a one-mile (1-mile) buffer, Sunset Beach, Seal Beach, Westminster and Newport
Beach with no buffer zones and the Bolsa Chica Wetlands. Without limiting the foregoing. Licensee
understands and agrees that it shall in no event use the Database either (i) in connection with any other
map database for any purpose or (ii) to publish maps of any kind, or map-related or other information
using the Thomas Bros.Maps Page and GridJ, for any use or purpose other than the Purpose.
2.2. Licensee shall have no right to assign, transfer, or sub-license the Database except as and to the extent and
on the terms agreed, in writing, in advance, by TBM. As a condition for such authorization by TBM, if
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granted, each such other party must abide by the restrictions on Licensee's use in this Agreement and
execute an agreement satisfactory to TBM.
2.3. Licensee shall be entitled to make backup copies of the Database for legitimate archival purposes.
2.4. Licensee shall be entitled to display Documentation for read-access only on Licensee's intranet site.
2.5. Licensee may add new features to the Database to the extent that such new features contribute to the
Purpose ("Derivative Products"). Licensee shall be entitled to use the Derivative Products solely for the
Purpose.
3. DELIVERY. TBM shall deliver the Database to Licensee per the instructions on Exhibit A, "Database Delivery
Specification". If Licensee has special delivery andfor format requirements, a predetermined service charge will be
included in the price of the initial delivery and all subsequent deliveries to which the special requirements apply as
indicated on Exhibit B, "Database License Schedule". The Database shall be delivered to Licensee within thirty
(30)days of TBM's receipt of the Database License Fee, as defined in Section 6 hereof. TBM shall provide, on an
"as—is" "with-all-faults" basis, updates to the Database, within 30 days after TBM develops any such update, if at
all; provided, however, that TBM shall have no obligation to make or develop any updates to the Database other
than in the ordinary course of business of TBM and in its sole discretion.
4. SUPPORT.During the first year of the term of this Agreement,TBM shall provide telephone-consulting support to
Licensee, at Licensee's request, in order to assist Licensee in using the Database.
5. MAINTENANCE AND MODIFICATIONS. Licensee shall be entitled to use modifications to the Database
provided to Licensee by-TBM as part of TBM's ongoing maintenance of the Database in the ordinary course of its
business. Licensee may, from time to time, request that TBM incorporate certain features, enhancements or
modifications into the Database. TBM may, in its sole discretion, undertake.to incorporate such changes'and
distribute the Database, as modified, to all-or any of TBM's licensees. Unless otherwise specified by TBM, such
modifications and material automatically shall be deemed included within the definition of the term"Database"and
subject to the terms and conditions of this Agreement and shall be the sole property of TBM. TBM shall be under
no obligation to make modifications that may be required for Licensee-specific needs.
6. DATABASE LICENSE FEE AND PAYMENT.
6.1. In consideration of the license rights granted in Section 2 above, Licensee shall pay the Database License
Fee, including applicable taxes,as set forth on the Exhibit B, "Database License Schedule". The Database
License Fee shall be due and payable in full within thirty(30)days of the execution of this Agreement and
on the anniversary date of this Agreement for the term of this Agreement.-
6.2. In the event this Agreement is renewed at the end of the term, as provided for in Section 10, the Database
License Fee and all optional fees shall not be increased more than the annual "Cost of Living" published by
the Bureau of Labor Statistics, U.S. Department of Labor, for the Los Angeles-Long Beach Area, additive
over the term of this Agreement. If the fees for TBM's standard license are lower at the end of the term,then
these lower rates shall apply.
7. PROTECTION OF DATABASE.
7.1. Proprietary Notices. TBM claims and reserves all ownership and rights afforded at law and in equity in all
data,compilations,and materials that constitute the Database, including,but not limited to, all rights under
federal copyright law. Licensee agrees to respect and not to remove, obliterate, or cancel from view any
copyright, trademark, confidentiality, or other proprietary notice, mark, or legend appearing on the
Database or on the Visual Output, including, but not limited to, any such notices displayed during the
operation of the Database and any such notices in the Documentation, and agrees to reproduce and include
the same on each copy of the Database or any portion thereof. All map printouts and plots of the Database
shall bear the following notice:
"Reproduced with permission granted by THOMAS BROS. MAPSO. This map
is copyrighted by THOMAS BROS. MAPS9-. It is unlawful to copy or reproduce all or
any part thereof, whether for personal use or resale, without the prior, written permission
of THOMAS BROS. MAPSS."
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7.2. Ownership. Licensee acknowledges that the Database is a valuable commercial product of TBM, The
development of which involved an expenditure by TBM of substantial time and money. Licensee further
acknowledges that the Database in any form provided by TBM or made by Licensee and any copies
thereof, including, without limitation, all portions of the Derivative Products that are copied from ar based
on the Database, are the sole property of TBM. Licensee shall not have any right, title, or interest in or to
said portions of the Derivative Products or to the Database or Documentation or any copies of any of the
foregoing except as expressly provided in this Agreement, and further shall secure and protect the
Database consistent with maintenance of TBM's proprietary rights therein. All copyrights associated with
the Database and all other rights thereto not specifically granted to the Licensee in this Agreement are
reserved by TBM. 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 TBM.
8. CONFIDENTIALITY AND INJUNCTIVE RELIEF.
8.1. Acknowledgment. Licensee hereby acknowledges and agrees that the Database is a valuable proprietary'
product, embodying substantial creative efforts, trade secrets, and confidential information, ideas, and
expressions of Licensor. Accordingly, Licensee agrees to treat (and take precautions to ensure that its
employees treat) the Database as confidential information in accordance with the confidentiality
requirements and conditions set forth below.
8.2. Maintenance of Confidential Information. Licensee agrees to keep confidential all confidential
information disclosed to it by TBM in accordance herewith, and to protect the confidentiality thereof, in
the same manner in which it protects the confidentiality of similar information and data of its own (at all
times exercising at least a reasonable degree of care in the protection of confidential information);
provided, however, that Licensee shall not have such obligation with respect to the use or disclosure to
others of any confidential information that can be established to have: (a) been known publicly; (b) been
known generally in the industry before communication by TBM to Licensee; (c)become known publicly,
without fault on the part of the Licensee, subsequent to disclosure by TBM; (d)been known otherwise by
the Licensee before communication by TBM; or(e)been received by the Licensee without any obligation
of confidentiality from a source (other than TBM) lawfully having possession of such information. Upon
ten (10) days' written notice to Licensee, TBM shall have the right to inspect and audit Licensee's
procedures and to examine Licensee's computer systems in order to determine whether such procedures
and computer systems comply with the requirements set forth in this Agreement.
9.3. Injunctive Relief. Licensee acknowledges that the unauthorized use,transfer,assignment,sublicensing,or
disclosure of the Database, Documentation, Derivative Products or copies thereof will (i) substantially
diminish the value to TBM of the trade secrets, copyrights, and other proprietary interests that are the
subject of this Agreement (ii) render TBM's remedy at law for such unauthorized use, disclosure, or
transfer inadequate;and(iii)cause irreparable injury in a short period of time. If Licensee breaches any of
its obligations with respect to the use or confidentiality of the Database, Documentation, or Derivative
Products,TBM shall be entitled to equitable relief to protect its interests therein, including,but not limited
to, preliminary and permanent injunctive relief, and Licensee waives any requirements that a bond be
posted in connection therewith.
8.4. Survival. Licensee's obligations under this Section 8 shall survive the termination of this Agreement or of
any license granted under this Agreement for whatever reason.
9. WARRANTY,
9.1. Limited Warranty. TBM represents and warrants to Licensee that the Database will perform substantially
as described in TBM's Documentation for the Database as of the Effective Date for a period of ninety(90)
days from the date of delivery of the Database. Should TBM be in breach of its representation and
warranty under this Section 9.1,TBM's entire liability and Licensee's exclusive remedy shall be, at TBM's
option, either (I)return of the Database in exchange for the refund of the Database License Fee paid, or
(1I) repair or replacement of the Database upon its return to TBM; provided, however, that TBM receives
written notice from Licensee during the warranty period of a breach of warranty. Any replacement
Database will be warranted for the remainder of the original warranty period or thirty (30) days,
whichever is longer.
9.2. Disclaimer of Warranties. THE WARRANTY STATED IN SECTION 9.1 ABOVE IS THE SOLE AND
THE EXCLUSIVE WARRANTY OFFERED BY TBM. THERE ARE NO OTHER WARRANTIES
RESPECTING THE DATABASE, DOCUVIEITATION, OR SERVICES PROVIDED HEREUNDER,
EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF
DESIGN, AGAINST INFRINGEMENT, OF MERCHANTABILITY, OR OF FITItiESS FOR A
PARTICULAR PURPOSE, EVEN IF TBM HAS BEEN INFORMED OF SUCH PURPOSE. NO
3 1sh_acis5huntingtonbeachriretLIC00209 doc 3 08/I5100
AGENT OF TBM IS AL;THORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF
TBM AS SET FORTH HEREIN.
9.3. Limitation of Liability and Licensee's Indemnity.
9.3.1. LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH TBM
IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR
ASSUMPTION BY TBM- OF THE RISK OF LICENSEE'S DAMAGES, INCLUDING
CONSEQUEl`TIAL OR W-CIDENTAL DAMAGES, WHICH MAY ARISE IN CONNECTION
WITH LICENSEE'S USE OF THE DATABASE OR DOCUMENTATION. ACCORDINGLY,
LICENSEE AGREES THAT TBM SHALL NOT BE LIABLE TO LICENSEE FOR ANY
DAMAGES, INCLUDING LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES, ARISING OUT OF THE LICE?NSING OR USE OF THE
DATABASE, DERIVATIVE PRODUCTS, OR DOCUMENTATION. Any provision herein to the
contrary notwithstanding, the maximum liability of TBM to any person, firm, or corporation
whatsoever arising out of or in connection with any license, use, or other employment of the
Database delivered to Licensee hereunder, whether such liability arises from any claim based on
breach or repudiation of contract, warranty, tort, or otherwise, shall in no case exceed the actual
Database License Fee paid to TBM by Licensee for the Database the license, use, or other
employment of which gives rise to the liability.
9.3.2. TBM shall have no liability or obligation with respect to any Derivative Products or other
modifications of the Database by Licensee. Further, if any claim is asserted by a third party that, as a
result of such Derivative Products or modifications by Licensee, the Database as so modified
infringes an intellectual property right of the third party, Licensee shall indemnify TBM with respect
to all costs or damages resulting from such claim (including attorneys' fees) and any judgment that
may be awarded against TBM to the extent based upon such modification.
9.3.3. TBM shall indemnify Licensee for any third party claim that the Database infringes the
intellectual property rights of a third party.
10. TERM OF AGREEMENT. This Agreement shall be effective for a period of one(1)year(unless terminated in
accordance with the terms and conditions of Section 11) and shall be renewed for successive one(1)year terms not
to exceed five(5)years from the Effective Date unless written notice of nonrenewal is given by either party within
thirty(30) days prior to expiration of the original term or any successive term.
11. DEFAULT AND TERMINATION.
11.1.Events of Default. This Agreement maybe terminated by the nondefaulting party if any of the following
events of default occur: (a) a party materially fails to perform or comply with this Agreement or any
provision hereof, (b)a party fails to strictly comply with the provisions of Section 7 (Protection of
Database) or of Section 8 (Confidentiality) or makes an assignment in violation of Section 13
(Nonassignability); (c) a party ceases doing business, becomes insolvent or admits in writing its inability
to pay its debts as they mature, or makes an assignment for the benefit of creditors; (d) a petition under
any foreign, state,or United States bankruptcy act, receivership statute,or the like,as they now exist, or as
they may be amended, is filed by a party;or(e)such a petition is Fled by any third party, or an application
for a receiver is made by anyone and such petition or application is not resolved favorably within ninety
(90)days.
11.2.Effective Date of Termination. Termination under subparagraphs 11.1(b), (c), (d), or (e) above shall be
effective on notice. In all other cases, termination shall be effective thirty (30) days after notice of
termination to the defaulting parry if the defaults have not been cured within such thirty-day (30-day)
period.
11.3.Obligations on Expiration or Termination. Upon expiration or termination of this Agreement, Licensee
shall cease and desist all use of the Database, and Licensee shall deliver to TBM within three (3) days of
termination all full or partial copies of the Database and Documentation and any variations thereof,
including any Derivative Products, in Licensee's possession or under its control. Upon termination of this
Agreement, Licensee shall pay within three(3)days of termination the net balance of all Database License
Fees, including applicable taxes, as set forth on the Exhibit B, "Database License Schedule" for the entire
term of this Agreement. Licensee acknowledges that its failure to comply with the obligations of this
Section 11.3 will constitute unauthorized use of the Database, entitling TBM to equitable relief under
Section 8.3 above.
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12. NOTICES. All notices, authorizations, and requests in connection with this Agreement shall be deemed given
(A)five days after being deposited in the mail,postage prepaid, certified or registered, return receipt requested; or
(B)one day after being sent by overnight courier, charges prepaid; and addressed as first set forth above or to such
other address as the party to receive the notice or request so designates by written notice to the other.
13. NONASSIGNABILITY. Licensee shall not assign or transfer this Agreement or all or any part of its rights
hereunder, by operation of law or otherwise, without the prior written consent of TBM. Any unauthorized
assignment or transfer shall be null and void and shall constitute grounds for immediate termination of this
Agreement by TBM under Section 11 above. This Agreement shall inure-to the benefit of and be binding upon any
permitted successor or assign.
14. GOVERNING LAW. The validity, interpretation, construction and performance of this Agreement shall be
governed by the laws of the State of California,without regard to the conflicts of law principals thereof.
15. DISPUTE RESOLUTION.The parties agree to negotiate in good faith to resolve any dispute between
them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of both
parties, then each party will nominate one senior officer of the rank of Vice-President or higher,or public agency
officer or official,as its representative. These representatives will,within thirty(30)days of a written request by
either party to call such a meeting,meet in person and alone(except for one assistant for each party) and will
attempt in good faith to resolve the dispute. If the dispute cannot be resolved by such senior managers in such
meeting,the parties agree that they will,if requested in writing by either party, meet within thirty(30) days after
such written notification for one day with an impartial mediator and consider dispute resolution alternatives other
than litigation. If an alternative method of dispute resolution is not agreed upon within thirty(30)days after the
one-day mediation,either party may begin litigation proceedings. This procedure will be a required prerequisite
before taking any additional action hereunder. Notwithstanding the foregoing,nothing herein shall prevent either
party from immediately seeking interim injunctive relief against the other party in any court having jurisdiction
over such other party. If a dispute is ultimately litigated,and whether the matter is concluded by settlement or by
entry of a judgment by a Court, all parties shall bear their respective attorney costs and fees.
16. SEVERABILITY. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal,
invalid,or unenforceable,the remaining provisions shall remain in full force and effect.
17. MISCELLANEOUS.
17.1 This Agreement and the exhibits attached hereto contain the entire understanding and agreement
between the parties respecting the subject matter hereof and all prior quotations, invoices, negotiations,
understandings, representations, and agreements of the parties, whether oral or written, are superseded in their
entirety.
17.2 This Agreement may not be supplemented, modified, amended, released, or discharged except by an
instrument in writing signed by each parry's duly authorized representative.
17.3 This Agreement shall supersede, replace, and terminate in its entirety any purchase order of Licensee
for the Database or Documentation and all such purchase orders are subject to acceptance by TBM. In no event
will any additional terms and conditions on a purchase order be effective unless expressly accepted by TBM in
writing.
17.4 All captions and headings in this Agreement are for purposes of convenience only and shall not affect
the construction or interpretation of any of its provisions.
17.5 This Agreement may be terminated by TBM if any transfer, sale, merger or acquisition of more than
fifty percent(50%) of the issued and outstanding shares or assets of the Licensee occurs.
1'shazc'.c[s'huntingtonbc brirc%LIC00208.doc 5 OW15.00
fN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized offices the day, month and year first above written.
CONTRACTOR CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of
California
By: —�
�j I tA� EL C,.!+-
print name
ITS. (circle one) Chairman/Presiden 1' ) 'Fire- Chief
ATTEST:.
Bv: City Clerk
SK
print name APPROVED AS TO FORM:
ITS: (ei,ccle_oiig)-SecretarylGhie Financial
Officer/ sst- Secretary- Treasurer
ity ttonney
INITIAT AL JD APPROVED:
REVIEWED AND APPROVED.
"J
Fire Chief
AL+,3City dministrator
Exhibit A 0
Database Delivery Specification
Agreement No. LIC00208 TIBM Representative
Effective Date 8/25/00 I Jean Turner
Shipping .
Company Huntington Beach Fire Department Name Richard Kaump
Department Title
PO Box Phone 714 374 1589
Address 2000 Main Street Fax 714 374 1678
City, State Huntington Beach, CA ZIP 92648 Email kaumpr@surfcity-HuntingtonBeach.org
Tabular . . D:
Standard Geoffle Product Geofile Updates Modified Geofile Product(See Exh. D)
1.0 Complete Geofile _ 1.4 Complete Geofile Update _ 1.8 Custom Geofile
1.1 Coordinate Geofile 1.5 Coordinate Geofile Update
_ 1.2 Cross Street Geofile T 1.6 Cross Street Geofile Update Geocoded Product (See Exhibit D)
1.3 Street Block Geofile _ 1.7 Street Block Geofile Update —2.0 Geocode File
ProductGraphical Description
Standard GIS Product Standard Image Product Map Layer Selection
X 3.0 Complete GIS Database 4.0 Raster Image Fife TRNL _ OWNA _ HYDL
11 Select Map Layers (specify) (No Grid,Tabs, Mat) _ CSNA _ CLTP _ ANNO
_ CYTA _ CLTL _ PGBA
Modified GIS Product(See Exh. D) Modified Image Product (Exh. D) _ ZIPA CLTA _ PGDA i
3.2 Custom GIS Database _ 4.1 Custom Raster Image File _ CENA _ HYDA _ OTHER
X Select Set _ All Cal So Cal Bay Area DC Metro
Orange Imperial T Alameda Alexandria City
_ Central Cal Los Angeles Contra Costa Arlington
Amador Orange Marin DC 4
Calaveras Riverside San Francisco Fairfax
Fresno San Bernardino San Mateo Fairfax City
Kern San Diego Santa Clara Falls Church City
Kings Ventura Santa Cruz Loudoun
Madera Sonoma Manassas City
Mariposa Baltimore Metro Manassas Park
Merced Anne Arundel _ PNW Metro Montgomery i
San Joaquin Baltimore King Prince Georges i
Stanislaus Baltimore City Pierce Prince William
Carroll Snohomish
Las Vegas Metro Hanford Multnomah
Clark Howard
PlatformMap Parameterr Fille Format Delivery . . . - • .
Datum _ ARC/Info Coverages X Windows 95/NT _Sequential
_ NAD 27 _ ARC/Info Export _ Unix Batch
X NAD 83 X ARC Shape _ Other(specify)
_ _ TBM TIGER Media Type Application
Projection - Units _ DXF X CD _Thematic Mapping
TBM Lamca -Feet T ASCII _ 3.5" Floppy Disk _Other(specify)
X California State Plane Postscript 4mm Cartridge Tape
GEO LatlLong - Deg. _ TIFF _ 8mm Cartridge Tape For Internal Use Only
X Other(Zone 6) _ Other(specify) _ Other(specify)
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Exhibit B
Database License Schedule
Agreement No. LI C00208 TBM Representative.
Effective Date 8125100 ' Jean Turner
Billing Information Billing Contact
Company Huntington Beach Fire Department Name Richard Kaump
Department Title
PO Box Phone 714 374 1589
Address 2000 Main Street Fax 714 374 1678
City, State Huntington Beach, CA ZIP 92648 Email .kaumpr@surfcity-HuntingtonBeach.org
Tax Exempt Status Purchase Order
_ Yes Tax ID# X Yes PO#
X No No
i
If yes, a completed certificate must accompany this license. If yes, purchase order must accompany this license.
License Type
X Site Multi-User PC User Count 1 License Term (years)
Other(specify) Multi-User WS User Count
ProductLine Description Annual License Fee Adjustment
Item Dataset Definition License Fee Date Adjustment . :. Fee License Fee
1.0 3.0 Complete GIS Database I
1.1 Select Set $3,650 S 3,650.00
i
i
i
I
i
I !
Product Total $ 3,650.00 $ 3,650.00
Services &;Delivery,Fees
Services Total
Database'License Total
Subtotal $ 3,650.00
Tax 7.75% $ 282.88
Total Fees $ 3,932.88
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8/15100
EXHIBIT C
CONTRACT USER AGREEMENT
A. Thomas Bros.Mapst, a California corporation,having offices at 17731 Cowan,Irvine,CA 92714
("TBM"), and Huntington Beach Fire Department entered into that certain Database License Agreement dated
August 25, 2000,a copy of which is attached hereto as Exhibit A and incorporated by reference herein(the
"Database License Agreement").
B. User is a agency, office or departments under the administrative and budget control of Licensee's
board of directors, or Licensee's consultant,contractor or agent,which has a copy of all or part of the Database(as
each is defined in the Database License Agreement) of Licensee and desires to use the Database, together with
Licensee's Derivative Products, solely for Licensee's internal, noncommercial use and purpose (the "Purpose")
pursuant to the Database License Agreement. Specifically excluded from the Purpose, but not limited to, is the
public display or depiction of the Thomas Bros. Maps data on the Internet or other public electronic bulletin
boards.
1. GRANT OF RIGHTS.
THIS AGREEMENT SHALL BE NULL AND VOID UNLESS AND UNTIL USER HAS SIGNED
AND DELIVERED THIS AGREEMENT TO TBM.
User understands and agrees that it is acquiring the right to use the Database.Documentation and
Derivative Products(as each is defined in the Database License Agreement)solely for its internal,noncommercial
use and purpose pursuant to the Database License Agreement,which right is nonexclusive, nontransferable and
nonassignable. User shall have the right to use the Database and the Documentation to produce printouts,plots,
displays,photographic film,and printed matter(the "Visual Output") for the Purpose, from the signature date of
this Agreement hereof for a period not to exceed the time required to meet the User's obligations to Licensee
unless earlier expired or terminated in accordance with the terms and conditions of the Database License
Agreement as set forth herein. Without limiting the foregoing,Licensee understands and agrees that it shall in no
event use the Database to publish maps of any kind,or map-related or any other information using the TBM Page
and Grid®, for any purpose or use other than the Purpose. User further understands and agrees that it shall be
bound by and subject to the terms and conditions contained in Sections 7 through 18 of the Database License
Agreement.
IN WITNESS WHEREOF, the User has caused its duly authorized representatives to execute and deliver
this Agreement as of the date first set forth below.
User: Date:
(Please Print)
By: Phone:
(Please Print)
By:
(Signature)
Title:
Dept:
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0 0
CITY OF HUNTINGTON BEACH
INTER-DEPARTMENT COMMUNICATION
„ Ma
To: CONNIE BROCKWAY, CITY CLERK
From: RICHARD KAU_vIP. FIREMED COORDINATOR
Date: August 28, 2000
SUBJECT: Data License Agreement
Please execute and return original do uments to Chief Dolder in the Fire Department. Thank you.
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3,03
CITY OF HUNTINGTON BEACH
INTER-DEPARTMENT COMMUNICATION
To: Connie Brockway, City Clerk
Via: Gail Hutton, City Attorney
Via: Ray Silver, City Administrator
From: Richard Kaump, FireMed Coordinator
Date: August 23, 2000
SUBJECT: DATABASE LICENSE AGREEMENT BETWEEN THE CITY AND THOMAS
BROS. MAPS— COMPLIANCE WITH HBMC CHAPTER 3.03
The Fire Department desires to obtain from Thomas Bros. Maps a nonexclusive license to use their
database for the purpose of evaluating, benchmarking, analyzing, planning and reporting of Fire
Department services.
Attached is the contract for Thomas Bros. Maps. The provisions of HBMC Chapter 3.03 have been
complied with.
If you have any questions or need additional information, please call my office at ext. 5402.
RK/bjg
H/BarbaraMomas Bros complainance
Attachment (1)
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