Contract - Orange County - 2011-04-19 1 LICENSE AGREEMENT NO D11-010
2 THIS LICENSE AGREEMENT for purposes of identification hereby dated the ICl day of P<PR% '- _ ;old is
3 BY AND BETWEEN AND
4 COUNTY OF ORANGE NAME. Scott Carroll,Gen. Manager
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OC Public Works/OC Engineering/OC Survey COMPANY Costa Mesa Sanitary District
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300 N. Flower Street, Room 221 ADDRESS. 628 W 19th Street
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Santa Ana CA. 92703 CITY STATE,ZIP- Costa Mesa,CA 92627
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(714)834='747 PHONE. (949)645-8400
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hereinafter referred to as `LICENSOR. hereinafter referred to as `LICENSEE.
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AGREEMENT
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I. DESCRIPTION OF DATA
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Licensor has developed a County-wide, parcel level, digital landbase("Landbase")containing cadastral and other
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geographic data. For the consideration of payment in accordance with the OC Landbase Mapping System Fee Schedule
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attached as Exhibit A, Licensor hereby grant to Licensee a non-exclusive, non-transferable License to use that portion
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of the Landbase for areas as delivered and described in Exhibit A, Exhibit B (versions of data provided), and any
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location map provided. Licensee may use the Landbase data only in connection with the operation and management of
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Licensee s own internal business. This License Agreement and its restrictions will apply to any updates of data
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purchased by Licensee in the future. The price for any data updates will be re-computed annually based on the current
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number of parcels contained within the area purchased.
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Il. CONDITIONS
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A. Licensee shall not: (a)sell, rent, lease,assign, lend, sub-license,or otherwise convey transfer or grant any
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right in or to the Landbase(or its right) hereunder (b)utilize the Landbase with any service bureau or time
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sharing system; or(c)allow any person to have access to Landbase who is not either an employee of Licensee,
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or a consultant to Licensee(as described in Section ll.B)who needs to use the Landbase in the course of his or
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Master Lens Ag it 1 of 6
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1 her employment; (d)use the Licensed Data, or any part thereof,to build or enhance any database in any form
2 for resale or distribution
3 B. Offsite use of data by consultants under contract to Licensee is permissible if consultants agree to use the data
4 only for the purpose for which they are under contract to Licensee and return all data to Licensee upon
5 completion of their project. Licensee shall be responsible for verifying that(I)all consultants have signed a
6 County non-disclosure statement(Exhibit C),acquired from and returned to the County of Orange prior to
7 using data,and(2)all data has been returned to Licensee upon completion of consultant's project.
8 C. Licensee shall be exclusively responsible for the supervision and control of it's use of the Landbase.
9 D Licensee shall not copy any of the Landbase,or any portion of the Landbase,except with the prior written
10 consent of Licensor except for back-up purposes.
11 III. PROTECTION OF PROPRIETARY MATERIALS
12 A. Licensee acknowledges that the Landbase contains an independent compilation of land records and other
13 spatial data, and copyrighted matter proprietary to Licensor and,as such, constitutes valuable assets of
14 Licensor.
15 B. Licensee shall not use the Landbase for any purpose not specifically authorized in the Agreement.
16 C Licensee shall take all reasonable precautions to protect and maintain the confidentiality of the Landbase,
17 including those precations Licensee employ to protect their own confidential information.
18 D Licensee shall not disclose, publish, display or otherwise make available to any third person(except as
19 described in Section II.B above),any of the Landbase or copies thereof in any digital form without Licensor'
20 prior written consent.
21 E. Licensor shall retain all title, copyright, and other proprietary rights to all Landbase information furnished by
22 Licensor to Licensee and all copies made by Licensee.
23 F Licensee acknowledges that any failure by Licensee to comply with this Section III will cause Licensor
24 irreparable injury In the event of a breach thereof, Licensor shall be entitled to, in addition to any other
25 remedies available under the law injunctive relief without the posting of a bond or other security plus an
26 award of reasonable attorneys fees, including house counsel and County Counsel together with all costs as set
Masa Demist.Agree ent 2 of 6
Revised April 2011
1 by a court of competent jurisdiction.
2 IV LIQUIDATED DAMAGES
3 If Licensee violates any term of this Agreement, Licensor and Licensee agree that in event of violation by Licensee,(a)
4 it would be impractical or extremely difficult to fix actual damages, (b)an amount equal to the payment made by
5 Licensee pursuant to Exhibit A and as described in Section I of this agreement shall constiture liquidated damages
6 payable to Licensor and (c)payment of those sums to Licensor as liquidated damages is not intended as a forfeiture or
7 penalty within the meaning of California Civil Code Sections 3275 or 3369 but instead, is intended to constitute
8 liquidated damages to Licensor pursuant to Section 1671 of the California Civil Code.
9 V WARRANTY
10 The Landbase is provided `as is without warranty of any kind, either expressed or implied, as to the accuracy
11 thoroughness,value, quality validity merchantability suitability condition,or fitness for a particular purpose of the
12 Landbase. The entire risk as to the quality and content of the Landbase is with Licensee. Licensor do not warrant that
13 the content or accuracy of the Landbase will meet the requirements of the applications or that the Landbase will be
14 current,error-free,complete,or based upon accurate or meaningful facts.
15 VI. DISCLAIMER OF LIABILITY
16 A. In no event will the Licensor be liable for any direct, indirect,consequential, incidential,punitive, or special
17 damages, including, but not limited to, lost profits, lost savings, or lost sales due to business interruption
18 arising out of the use of or inability to use the Landbase, even if Licensor have been advised of the possiblity
19 of such damages.
20 B. Licensee understands and agrees that it is quite possible that errors and omissions will occur in data input
21 and/or programming done by Licensor to provide the Landbase in the form desired,and Licensee further
22 understands and agrees that it is highly probable that errors and omissions will occur in any record keeping
23 process, especially when large numbers of records are developed and maintained, and that the Landbase may
24 not meet Licensee's standards as to accuracy or completeness; not withstanding the foregoing, Licensee agrees
25 to take the Landbase `as is, fully expecting that there may well be errors and omissions in the data obtained
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Master License ■ereement 3 of 6
Revised April 2011
1 C. Licensee is solely responsible for compliance with its legal obligations to suppliers of Licensee of any software
2 or other products or services which may be used by Licensee in conjuntion with the Landbase. Licensee shall
3 indemnify defend,and hold Licensor harmless from and against any liability claims,or actions, including all
4 costs,expenses and reasonable attorneys fees incurred(including house counsel and County Counsel as set by
5 a court of competent jurisdiction) in resisting or defending against such liability claims, or actions,made
6 against Licensor by such suppliers or third parties,arising out of or in connection with Licensee failure to
7 comply with its obligations to such suppliers or third parties.
8 VII. TERMINATION
9 This Agreement shall be effective as of the date first stated above and shall continue for a period of five(5)years unless
10 extended by mutual agreement or terminated by Licensor based on Licensee's violation of the terms of this Agreement.
11 VIII THIRD PARTY USE OF LANDBASE, LICENSOR INDEMNIFICATION
12 Licensee hereby agrees to defend, save,hold harmless and indemnify Licensor and their officers,employees and agents,
13 against claims by anyone for any loss, injury damage, risk,cause of action,or liability of any type including legal fees
14 and costs(including house counsel and County Counsel, as set by a court of competent jurisdiction)occurring to
15 Licensee or any other person, relating to or arising out of the subject matter of this Agreement,or which may be alleged
16 to have been caused, either directly or indirectly by the acts, conduct,omissions,negligence or lack of good faith of
17 Licensor their officers,employees, or agents, in anyway relted to or arising out of the subjejct matter of this
18 Agreement.
19 IX. GENERAL PROVISIONS
20 A. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof,and
21 supersedes all prior oral and written arguments and understanding relating thereto.No representation,promise,
22 inducement, or statement of intention has been made up by either party which has not been set forth in this
23 Agreement and neither shall be bound by or be liable for an alleged representation,promise, inducement,or
24 statement of intention not so set forth. No waiver alteration, modifications, or cancellation of any of the
25 provisions of this Agreement shall be binding unless made in writing and signed by the parties.
26 B A waiver of or failure to enforece any right under this Agreement by either party shall not be deemed as a
Master License Agreement 4 of 6
Reused April 2011
1 subsequent waiver of the same right or any other right.
2 C. All written notices to be given under this Agreement shall be sent either by(a)first class United States mail,
3 postage prepaid,or(b)overnight commercial courier addressed to the recipient party at its respective address
4 specified on the face hereof Each party may change its address by giving written notice to the other
5 D In the event of litigation between the parties,the prevailing party shall be entitled to recover its costs and
6 attorneys fees(of in-house counsel, County Counsel, and outside counsel,as set by a court of competent
7 jurisdiction).
8 E. This Agreement shall be construed and enforced in accordance with the laws of the State of California.
9 X. SIGNATURE
10 A. The person signing as Licensee must be a principal of the firm he/she represents.This may include, but is not
11 limited to, President, Vice-President,or CEO
12 B. If Licensee is a public or government entity the individual who signs shall be a person in a responsible
13 management position. This may include,but is not limited to, Mayor, City Manager Director of Public Works,
14 or Agency Director
15 C. The signature of Licensee must be notarized and be accompanied by evidence that individual signing has the
16 authority to bind the organization.
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1 IN WITNESS WHEREOF the parties hereto have executed this Agreement on the dates opposite their respective
2 signatures:
3 LICENSOR: COUNTY OF ORANGE
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5 Date: I It By 2 `o - e ,
(Signature)
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'g i tA- C A Mpl36 l.l.
7 (Print Name)
8 CHAIRMAN,BOARD OF SUPERVISORS
9 (Title)
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LICENSEE.
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Date: L& Dc C(
12 G (Signature)
13 Stn9et CO—C ccV.
14 (Print Name)
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_ • - -
(Title)
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17 (Firm Name)
18 APPROVED AS TO FORM.
NICHOLAS S. CHRISOS,COUNTY COUNSEL
19 ORANGE COUNTY CALIFORNIA
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/// FACSIMILE SIGNATURE AUTHORIZED
By. PER G C SEC. 25/03. RESO 79-1535
B V� eir SIGNED AND CERTIFIED THAT A COPY OF
THIS DOCUMENT HAS BEEN DELIVEREE
21 See ty Date %O . TO THE CHAIR OF THE BOARD
22 u 411W ATTE T:
23 shot" `/-
DA'LENEJ.BLO.M
I
CLEAN OF THE BOARD OF SUPER ORS
ORANGE COUNTY.CALIFORNIA
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Master License Agreement 6 of 6
Revised April 2011
EXHIBIT A
OC LANDBASE MAPPING SYSTEM FEE SCHEDULE
(current as of April 2011)
DATE 4/08/2011 CUSTOMER/FIRM NAME. Costa Mesa Sanitary District PH: (949)645-8400
AREA AGREEMENT NO D11-010
NO OF PARCELS. 22,689 EST PROCESS TIME. 2 HRS.
FEE ITEM ITOTAL
TRANSACTION FEE(MINIMUM)-2 TIMES THE CURRENT PFRD HRLY RATE($81/hr $162 current min.)
(Trans.Fee applies to each separate,total request) (SKU 5072) I $ 162
PARCEL COUNT If large or unusual project non-refundable deposit required.
2 times the current OC Public Works hourly rate($162)plus any additional time in 1/2 hour increments. $0
Deposit will be credited toward purchase if made within 90 days,otherwise forfeited $0
SUBTOTAL (SKU 5072) $0
PARCEL MAP DATA Annual License(amount paid annually for a 5 year commitment)
No.of Parcels Fee
0-100,000 $0.11 each x 22,689 parcels = $2,496
100,001 200,000 $30,000 +$0.25 each over 100,000 $0
200,001 300,000 $55,000 +$0.20 each over 200,000 $0
300,001 400,000 $75,000 +$0.15 each over 300,000 $0
400,001 500,000 $90,000 +$0.10 each over 400,000 $0
500,001 600,000 $100,000+$0.05 each over 500,000 $0
600,001 700,000+ $105,000+$0.01 each over 600,000 $0
SUBTOTAL (SKU 5070) $2,496
PARCEL MAP DATA Perpetual License(one time fee,no maintenance)
No.of Parcels Fee
0-100,000 $1.00 $0
100,001 200,000 $100,000 +$0.85 each over 100,000 $0
200,001 300,000 $185,000 +$0.70 each over 200,000 $0
300,001 400,000 $255,000 +$0.55 each over 300,000 $0
400,001 500,000 $310,000 +$0.40 each over 400,000 $0
500,001 600,000 $350,000 +$0.25 each over 500,000 $0
600,001 700,000+ $375,000 +$0.10 each over 600,000 $0
SUBTOTAL (SKU 5070) $0
Parcel Updates(Maintenance)for Parcels previously purchased through a Perpetual License
$0.10 each parcel for entire jurisdictional area (SKU 5072) I $0
STREET CENTERLINE SEGMENTS(incl.with parcel data)IF PURCHASED SEPARATELY
Updates(maintenance)for Street Centerline Segments are treated as new purchase
Street Centerline Segments Fee
0 25,000 $4.50 $0
25,001 50,000 $112,500+$4.25 each over 25,000 $0
50,001 75,000 $218,750+$4.00 each over 50,000 $0
75,001 100,000 $318,750+$3.75 each over 75,000 $0
100,001 125,000 $412,500+$3 50 each over 100,000 $0
125,001 150,000 $500,000+$3.25 each over 125,000 $0
150,001 175,000 $581,250+$3.00 each over 150,000 $0
SUBTOTAL (SKU 5070) $0
FEE ITEM
AD-HOC REPORTS(DELIVERABLE IS HARD-COPY,OR ASCII FILE ONLY)
(NO LICENSE REQUIRED IF PURCHASED SEPARATELY)
Data Access Plotter Map Costs Computer Disk
Fee(Per (Current OC Public Works Hourly Rate 8.5"X11 C/D 36' Actual Cost
Report) (Charged in 1/4 Hr Incr) 11 'X17' Laser C/E 44' incl.del. TOTAL
$ 150.00 Ea + $20.25 PER 1/4 Hr +$1.60 +$7.30 +$9.60 +$16.16
SUBTOTAL 1st$150.00 (SKU 5072) $0
SUBTOTAL Hourly Rate (SKU 5072) 50
SUBTOTAL Plotter Maps (SKU 6017) $0
SUBTOTAL Computer Disk- (SKU 6017) $0
THEMES Digital Data Plotter Map Costs
Annual 8.5"X11" CID 36' '
Title Fee Maintenance 11 'x17' Laser C/E 44'
Supervisorial District $200 $50 $1.60 $7.30 $9.60 $0
Assembly District $200 $50 $0
Senatorial District $200 $50 $0
Congressional District $200 $50 $0
Judicial District $200 $50 $0
Spheres of Influence $200 $50 $0
Cities $200 $50 $0
Census Tracts $200 $50 $0
Elementary School Districts $200 $50 $0
High School Districts $200 $50 $0
Unified School Districts
(w/Trustee Areas where appl.) $200 $50 $0
College Districts(w/Trustee Areas) $200 $50 $0
Sanitary Districts $200 $50 $0
Water Districts with divisions(where appl.):
County
California total of 3 $300 $50 $0
Municipal
Storm Water $50 $50 $0
Library Districts $200 $50 $0
Regional Recreation&Open Space Lands $200 $50 $0
Local Parks $200 $50 $0
Natural Watercourses $200 $50 $0
Community Services District $100 $50 $0
Vicinity Map $100 $50 $0
600 Scale Text $200 $50 $0
Grid System(81 maps) $100 $50 $0
Digitized Contours $200 $50 $0
Liquefaction Potential $200 $50 $0
Landforms $200 $50 $0
Fire Hazards $200 $50 $0
Slope $200 $50 $0
Contour $200 $50 $0
Aspect $200 $50 $0
SUBTOTAL (SKU 5072) $0
TOTAL $2,658
Caked By Gordon Pardee 4/08/11 Verified By Jon Homecker 4/08/11
Name Date Name Date
Per ad Re olu n 03-293
EXHIBIT B
1 Versions of data provided under this License Agreement D11-010 are as follows:
2 22,689 parcels within the boundaries of Costa Mesa Sanitary District
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Master License Agreement—Revised April 2011