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HomeMy WebLinkAboutAGENDA REPORT 2011 0406 CC REG ITEM 10M ITEM 10.M. +:ity Council McBtint; ACTION; MOORPARK CITY COUNCILS - _-- AGENDA REPORT - -.. . TO: Honorable City Council FROM: Jennifer Mellon, Administrative Services Managed DATE: March 18, 2011 (CC Meeting of April 6, 2011) SUBJECT: Consider Reentering into a Professional Services Agreement with Digital Map Products, Inc. (DMP)for the Geographic Information System (GIS) Products including CityGIS and CommunityView BACKGROUND On April 8, 2008 the City of Moorpark entered into a three (3) year Agreement for Professional Services with Digital Map Products, Inc. (DMP) to provide the City with CityGIS and CommunityView products. These GIS software products allow City Staff access to the GIS maps via the internet with unlimited user access to the mapping and layers that have been created which include aerial imagery, street centerlines, parcel landbase, property tax records, and zoning. DMP routinely receives data from the County of Ventura and uploads the current data into the GIS system. DMP also provides an additional "premium layer" consisting of the assessor tax maps for the City of Moorpark and specified unincorporated areas of the County. The CommunityView product allows the public to access maps which include non-confidential property and tax data via a hyperlink on the City website. DISCUSSION The current Agreement with DMP for GIS expires in April of 2011. Staff has worked with DMP to provide a new Agreement, Attachment A, which will continue to provide the same service level for an additional three (3) years with no increase in cost. In addition to providing the same level of service, DMP will begin providing map data to the City of Moorpark for all of Ventura County at no additional cost. The current Agreement states that DMP will also provide GIS information for adjacent areas of unincorporated Ventura County which equates to a buffer area of approximately three(3)miles further than the City limits. Community Development staff requested that the boundary area be enlarged to include at least a five (5) mile radius area surrounding the City of Moorpark. DMP has agreed to provide mapping data for all of Ventura County within this renewed Agreement at no additional cost. This enhancement provides that all data, including the"premium layer, data will encompass Moorpark and all of Ventura County. 400 Honorable City Council April 6, 2011 Regular Meeting Page 2 Community Development also requested that Information Systems Staff research the option to increase clarity of the Aerial Photography provided by the County of Ventura.The current resolution provided in the CityGIS system is 1' (one foot) which is not sufficient; staff recommends data at a 4-8" resolution. Presently, the County contracts with a company to do a flyover of Ventura County every other year to provide updated Aerial Photography to be uploaded into their GIS system to provide current data. The last County flyover was conducted late in 2010 with the next scheduled to tentatively take place in late 2012. The flyover data that was produced in 2010 has a resolution of 4-8", a dramatic improvement over our current data. The City of Moorpark can procure the Aerial Photography for a cost of$5,000 and would then give the data to DMP to upload for a cost of $1,200 if approved. FISCAL IMPACT The ongoing cost for DMP Agreement is $23,500 per year. This amount has been appropriated within the City of Moorpark Information Systems budget for the past three years and will continue to be requested as a line item if Council authorizes staff to proceed with the Agreement. The $6,200 for the enhancements to the GIS system, to improve aerial imagery, is not currently in the budget and shall be included in the normal budgetary process for consideration in Fiscal Year 2011-12. STAFF RECOMMENDATION Authorize the City Manager to sign the Professional Services Agreement with Digital Map Products, Inc., subject to final language approval by the City Manager and City Attorney. Attachment: A — Professional Services Agreement and Action Plan and Proposal 401 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF MOORPARK AND DIGITAL MAP PRODUCTS, INC. CityGIS Service Subscription and Sublicense Agreement Agreement— MK11021702CG This subscription and sublicense Agreement ("Agreement"), dated as of the of , 2011, ("Effective Date") is made and entered into by and between Digital Map Products, Inc., 18831 Von Karman Ave., Suite 200, Irvine, CA 92612 ("DMP" and/or "CONSULTANT") and the City of Moorpark, Ventura County, CA with offices at 799 Moorpark Ave., Moorpark, CA 93021 ("CITY"). DMP operates the DMP CityGIS service and, pursuant to the terms of this Agreement, CITY is a subscriber to the DMP CityGIS service. CITY understands that DMP licenses copyrighted content owned by DMP or purchased by DMP from various third parties. CITY also understands that, by being a subscriber, access and use of copyrighted content is subject to a license granted to DMP and a sublicense granted by DMP to CITY. 1. DEFINITIONS 1.1 "Contributor" is a third party that owns and/or licenses content and/or database(s) to DMP. 1.2 "Contributor Content/Database(s)" is Contributor-owned content and/or licensed content and/or databases(s) that have been licensed to DMP. 1.3 "Subscription Application" is and means a limited compilation of content that is derived from DMP's content and or databases, including computer software and data, material and information contained in the DMP CityGIS website, and/or the Contributor Content/Database(s). The Subscription Application is viewable solely through authorized access and use of the DMP CityGIS web site. The content of the Subscription Application is further limited by Exhibit C. The Subscription Application includes: a) "Visual Output" which is an electronically displayed adaptation of the Subscription Application obtained through authorized access and use of the DMP CityGIS web site; and b) "Print Output" which is an electronically printed adaptation of the Visual Output obtained through authorized access and use of the DMP CityGIS web site. 1.4 "Authorized User" is an employee or agent of CITY that has been authorized by DMP to access and use the Subscription Applications except for the CommunityView application wherein an Authorized User may be any person of the general public that is allowed access by the CITY. 402 1.5 "Purpose" is the non-commercial access and use of the Subscription Application for the City's normal internal municipal activities by an Authorized User, subject to the terms of this Agreement. 2. COPYRIGHTS & LICENSING The copyright and licensing rights and obligations are attached hereto as Exhibit C and incorporated herein by this reference. 3. SUBSCRIPTION & LICENSE FEES 3.1 Subscription and License Fees. In consideration of a subscription to the DMP CityGIS service and the license granted in Exhibit C, City's agrees to pay subscription license fees, as listed in the attached Exhibit D and incorporated herein by this reference, plus all applicable taxes. All applicable fees and taxes will be invoiced as per the invoice schedule as listed in the attached Exhibit D. 3.2 Failure to Pay. If CITY does not pay the invoiced amount to DMP within thirty (30) days of its due date, DMP reserves the right to suspend access and use of the DMP CityGIS service by CITY, until the CITY brings its account current. All payments will be applied against the oldest outstanding invoices, charges or fees first, regardless of what may be noted on CITY's actual payment. A charge of no more than one and one-half percent (1.5%) per month may be assessed on any outstanding and past due invoices until paid in full. CITY is responsible for and will be charged for any cost of collections including, but not limited to, agent fees, attorney fees, court costs, and other associated expenses. If CITY's access and use is terminated or suspended due to non- payment or non-compliance, CITY shall nonetheless still be responsible for any fees as set forth in this Agreement. 3.3 Fees by City. CITY agrees to not charge fees for the Print Output(s) unless the fees are for the sole non-profit purpose of recouping costs pursuant to CITY's normal business activities. 4. DMP'S PROVISION OF SERVICES: SUPPORT, UPDATES & ERRORS 4.1 Access to the Subscription Application. DMP will deliver the application and make the Subscription Application accessible to CITY through the website by the Initial Delivery Dates set forth in Exhibit A, Exhibit D and Exhibit E and incorporated herein by this reference which detail the deliverables and related scheduling. 4.2 Installation Responsibilities. CITY agrees to be responsible for obtaining a compatible web browser, such as MicrosoftTM Internet Explorer TM to access and use the website and the Subscription Application. CITY agrees that no other means will be employed to access or use the website or the Subscription Application. 403 4.3 Technical Support. DMP will provide telephone and email technical support from the hours of 8:00 a.m. to 5:00 p.m., Pacific Standard Time (PST), Monday through Friday. 4.4 Errors or Omissions in the Contributor Content. CITY may identify errors or omissions in the Contributor Content to DMP. DMP is not responsible for correcting errors or omissions; however, DMP will forward any written claims of errors or omissions to the Contributor(s), and will notify CITY as to Contributor's course of action. 5. WARRANTY & LIMITATION OF LIABILITY 5.1 No Warranties. DMP and its Contributors make no express or implied warranties, including but not limited to any warranty of design, merchantability, and fitness for a particular purpose, or against infringement and no DMP agents are authorized to alter this provision in writing or otherwise. DMP and its Contributors make no representation or warranties that the Subscription Application is accurate and free of errors and/or omissions. As such the parties specifically do not consider the Subscription Application to be suitable so as to be reliable for use in emergencies. DMP provides and the CITY accepts the Subscription Application on an "as is", "as available" basis and DMP and each Contributor expressly disclaim all warranties, including the warranties of merchantability, design, and fitness for a particular purpose. 5.2 Limitation of Liability. DMP and its Contributors shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the website, Subscription Application, Visual Output(s), and Print Output(s) or any materials available or not included therein, (b) the unavailability or interruption of access to the website, Subscription Application, Visual Output(s), and Print Output(s) or any features thereof or any materials, (c) CITY's use of the website, Subscription Application, Visual Output(s), and Print Output(s) (regardless of whether CITY received any assistance from DMP in using the service), (d) CITY's use of any equipment in connection with accessing the website, (e) the content of the website, Subscription Application, Visual Output(s), and/or Print Output(s), (f) any delay or failure in performance beyond the reasonable control of DMP, any irregularities with the Exhibit C copyright and licensing. Furthermore, DMP and its Contributors are not liable to the CITY for any damages resulting from a violation of this Agreement or the provision of services articulated herein except as provided as follows: The aggregate and maximum liability of DMP and its Contributors, combined in connection with any claim arising out of or relating to this Agreement (including but not limited to the Section 5 warranty), arising out of or relating to the CITY's subscription, and/or arising out of or relating to the CITY's use of the web site, Subscription Application, Visual Output(s), and Print Output(s) shall be limited to a refund of 12 months of fees and taxes paid by CITY to DMP pursuant to Section 3 and Exhibit D. DMP and its Contributors shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys' fees) in any way due to, resulting from, or arising in connection with CITY's use of the website, Subscription Application, Visual Output(s), 404 and Print Output(s), or the failure of DMP to perform its obligations, regardless of any negligence alleged. 5.3 Indemnification. Other than in the performance of professional services, including the access and use of the Subscription Application, and to the full extent permitted by law, CONSULTANT shall indemnify, defend, and hold harmless CITY, and any and all of its officials, employees and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, or are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by CONSULTANT or by any individual or entity for which CONSULTANT is legally liable, including but not limited to officers, agents, employees, subconsultants, or contractors and subcontractors of CONSULTANT. 6. DURATION OF AGREEMENT & TERMINATION 6.1 Term of Agreement. This Agreement is effective upon the Effective Date, and will continue in effect until the end of the term specified in Exhibit D and the Agreement may be renewed by the mutual written consent of DMP and CITY. 6.2 Termination. This Agreement may be terminated or suspended with or without cause by CITY at any time with no less than thirty (30) days written notice of such termination or suspension. In the event of such termination or suspension, CITY shall be refunded the unused portion of the prepaid Subscription Application fees. Such refund shall be prorated as to the percentage of unused time of the prepaid period. CONSULTANT may terminate or suspend this Agreement only by providing CITY with written notice no less than thirty (30) days in advance of such termination. In the event of such termination or suspension, CONSULTANT shall be compensated for such services up to the date of termination or suspension. Such compensation for work in progress shall be prorated as to the percentage of progress completed at the date of termination or suspension. 6.3 Obligations on Expiration or Termination. The license to access and use the Subscription Application, including the rights listed in Exhibit C, are immediately revoked upon expiration or termination of this Agreement. 6.4 Obligation to Return Material and Data. With respect to CITY work material, work product and/or data supplied to DMP that is not the subject of a separate agreement, DMP will return said documents and/or data at the time of 1) termination of this Agreement or 2) conclusion of all work. Any word processing computer files provided to CITY shall use Windows compatible, MicrosoftTM Word for Windows TM software. 405 7. ADDITIONAL PROVISIONS 7.1 Non-Assignability. Neither party may assign or transfer this Agreement without the prior written consent of the other party. Any unauthorized assignment or transfer will be null and void, and enables termination. This Agreement is binding upon any authorized successor or assign. 7.2 Independent Consultant. CONSULTANT is and shall at all times remain as to the CITY a wholly independent CONSULTANT. The personnel performing the services under this Agreement on behalf of CONSULTANT shall at all times be under CONSULTANT's exclusive direction and control. Neither CITY nor any of its officers, employees, or agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's officers, employees, or agents, except as set forth in this Agreement. CONSULTANT shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the CITY. CONSULTANT shall not incur or have the power to incur any debt, obligation, or liability whatever against CITY, or bind CITY in any manner. No employee benefits shall be available to CONSULTANT in connection with the performance of this Agreement. Except for the fees paid to CONSULTANT as provided in the Agreement, CITY shall not pay salaries, wages, or other compensation to CONSULTANT for performing services hereunder for CITY. CITY shall not be liable for compensation or indemnification to CONSULTANT for injury or sickness arising out of performing services hereunder. 7.3 Insurance. CONSULTANT shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and by this reference made part of this Agreement. 7.4 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 so long as the intent of this Agreement and the rights and obligation of the parties are not materially changed. 7.5 Preparation of Agreement. No provision in this Agreement shall be interpreted for or against a party because that party drafted that provision. The header descriptions and boxes contained herein are descriptive only and not a part of the contract. 7.6 Entire Understanding. Each of the parties hereto acknowledges that no other party, nor any agent or attorney of any other party, has made any promise, representations or warranty whatsoever, express or implied, not contained herein concerning the subject matter hereof, to induce them to execute this Agreement in reliance upon any such promise, representation or warranty not contained herein. All prior discussions, negotiations, promises, and agreements are superseded by this Agreement. This Agreement shall not be modified, amended, or supplemented and no 406 provision of the Agreement shall be waived, except by an agreement in writing signed by all parties. 7.7 Consent to Violation Not Waiver. A waiver by any party of a default or violation is not a waiver of any provision of this Agreement, or of any subsequent default or violation. 7.8 Governing Law & Arbitration. This Agreement shall be construed in accordance with, and all disputes arising there under or related thereto shall be governed by, the laws of the State of California, without regard to its conflict of laws principles. The parties agree that all disputes arising out of or related to this Agreement (including but not limited to arising out of or relating to the CITY's subscription, and/or arising out of or relating to the CITY's use of the website, Subscription Application, Visual Output(s), and Print Output(s)) will be subject to binding arbitration. The arbitrator selection and conduct of the arbitration will be pursuant to the rules and procedures of the American Arbitration Association or the Judicial Arbitration and Mediations Services, Inc. The exclusive place of the arbitration shall be in Ventura County, California and judgment on the award may be entered in any court having jurisdiction thereof. By the signatures below, the parties agree to the terms contained herein. This Agreement may be executed in counterparts with the same force and effect as if executed in one complete document. This Agreement is effective as of the Effective Date. CITY OF MOORPARK: DIGITAL MAP PRODUCTS, INC.: By: By: Steven Kueny James Skurzynski City Manager President Date: Date: ATTEST: By: Maureen Benson City Clerk Exhibit "A": Scope of Services Exhibit "B": Insurance Requirements Exhibit "C": Licensing Exhibit "D": Subscription License Fees Exhibit "E": DMP Delivery Responsibilities 407 EXHIBIT A Scope of Services The Scope of Services defined below identifies the services that CONSULTANT will provide to the CITY in conjunction with the Agreement: I. Application Subscriptions 1. CONSULTANT will provide CITY with access to the CityGIS service via the Internet on a 24-hour basis. 2. CONSULTANT will provide CITY with CityGIS service access to an unlimited number of Authorized Users (as defined in the Agreement) via a secure Internet protocol (the "Internet"). 3. CONSULTANT will provide CITY with access to the CommunityView service via the Internet on a 24-hour basis. CommunityView service is an Internet-based service providing public, non-confidential property and tax data to the general public via any computer at any location connected to the Internet via a hyperlink through the CITY's website. II. Data Services 1. In conjunction with the CityGIS and CommunityView services, CONSULTANT will provide access via the Subscription Application to the current related data for the City of Moorpark and State of California: Ventura County areas. This data will include the following elements: aerial imagery, street centerlines, parcel landbase, property tax records (including ongoing updates to these data elements), and Moorpark Agency data. 2. CONSULTANT will provide an additional "premium layer" consisting of the raster tax maps for the City of Moorpark and Ventura County. Ill. Client Services 1. CONSULTANT will provide a CityGIS Services Bundle. The CityGIS Services Bundle includes training services, for employees or agents of the CITY, conducted via CONSULTANT's standard weekly 'Webex" sessions (conducted over the Internet). These weekly Webex sessions shall be unlimited and at no cost. 2. CITY may request an addition or changes to the current related data for the City of Moorpark. Such requests shall be considered as an optional service and are listed in Exhibit D. 408 EXHIBIT B Insurance Requirements Prior to the beginning of and throughout the duration of the Work, CONSULTANT will maintain insurance in conformance with the requirements set forth below. CONSULTANT will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, CONSULTANT agrees to amend, supplement or endorse the existing coverage to do so. CONSULTANT acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to City. CONSULTANT shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence and $2,000,000 in the aggregate or $2,000,000 provided via umbrella coverage. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less than $1,000,000 per accident. If CONSULTANT owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If CONSULTANT or CONSULTANT employees will use personal autos in any way on this project, CONSULTANT shall provide evidence of personal auto liability coverage for each such person. Worker's Compensation on a state-approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by CONSULTANT. CONSULTANT and City agree to the following with respect to insurance provided by CONSULTANT: 1. CONSULTANT agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees, servants, agents, and independent consultants ("Agency indemnities"), using standard ISO endorsement No. CG 2010 with an edition prior to 1992. 409 CONSULTANT also agrees to require all contractors and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit CONSULTANT, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. CONSULTANT agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractor's to do likewise. 3. All insurance coverage and limits provided by CONSULTANT and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification, and additional requirements by the City, as the need arises. CONSULTANT shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by CONSULTANT or deducted from sums due CONSULTANT, at City option. 8. Certificates are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. CONSULTANT agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. In the event that the insurer cannot comply with the 30 day notification 410 requirement, the CONSULTANT agrees to provide 30 days notice to City of any cancellation of coverage. 9. It is acknowledged by the parties of this Agreement that all insurance coverage required to be provided by CONSULTANT or any subconsultant, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self insurance available to City. 10. CONSULTANT agrees to ensure that subcontractors, and any other party involved with the project, who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONSULTANT agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. CONSULTANT agrees not to self-insure or to use any self-insured retention or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, or other entity or person in any way involved in the performance of work on the project contemplated by this Agreement to self-insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the CONSULTANT, which may include reduction or elimination of the deductible of self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage, only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. CONSULTANT acknowledges and agrees that any actual or alleged failure on the part of the City to inform CONSULTANT of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. CONSULTANT will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this Agreement. This obligation applies whether or not the Agreement is canceled or 411 terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. CONSULTANT shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement is required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of CONSULTANT under this Agreement. CONSULTANT expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials, and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a give coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party of insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. CONSULTANT agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or CONSULTANT for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to the City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. 22. CONSULTANT agrees to provide immediate notice to City of any claim or loss against CONSULTANT arising out of the work performed under this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. 412 EXHIBIT C Licensing 1. DMP Copyright Notice. The following copyright notice applies to all non- Contributor content provided by the DMP CityGIS service, including the compilation(s) of Contributor content: © Copyright 2000-2008 Digital Map Products, Inc. All rights reserved. The non- Contributor content provided by the DMP CityGIS and CommunityView service is the proprietary property of DMP and may not be used or reproduced except as expressly licensed by DMP. 2. Additional Copyright Notices. The copyright notices in Exhibit C apply to all Contributor content provided by the CityGIS or CommuntiyView service. Additionally, copyright and trademark notices are set out on the website. 3. DMP Trademark Notice. "CityGIS" and "Comm unityView" are trademarks and service marks owned by DMP. DMP's trademarks or service marks may not be used in connection with any product or service except to signify that DMP is the source of the Subscription Application, Visual Output and Print Output, and then and then only in a manner that does not disparage, discredit, or harm DMP. 4. Ownership. CITY understands that the website, System Application, Visual Output(s), and Print Output(s) in any form are the intellectual property of DMP and/or the Contributor(s). 5. Preservation of Notices. CITY agrees to include, and will not remove or obscure, any copyright, trademark, patent, or other notices appearing on the website, System Application, Visual Output(s), or Print Output(s). 6. Trade Secrets and Confidential Information. CITY also understands that the website, Subscription Application, Visual Output(s), and Print Output(s) are based on and include proprietary trade secrets and confidential information of DMP and/or the Contributor(s). CITY will not modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the DMP CityGIS web site, Subscription Application, Visual Output(s), or Print Output(s). To the extent allowed by law, CITY will treat the DMP CityGIS web site, Subscription Application, Visual Output(s), or Print Output(s) with at least the same degree of care (and no less than a reasonable degree of care) as that which it treats its own trade secrets and confidential information. 7. U.S. Database Protection Legislation. If the United States adopts database protection legislation, its provisions will be applicable to the terms of this Agreement. 413 8. Grant of license. DMP grants to CITY, subject to the terms of this Agreement, a non-exclusive, non-transferable, and non-assignable license to access and use the Subscription Application for a Purpose by an Authorized User. 9. Scope of license. CITY agrees and understands that the license granted is solely to access and use the Subscription Application as set out in Section 1.3. 10. Rights Reserved by DMP. DMP reserves all other rights to itself. 11. New Use. CITY agrees that any other use of any content contained on the website is strictly prohibited. Any improvements or future methods or means of accessing or using the Subscription Application are expressly reserved to DMP. CITY further agrees that only individuals authorized by the subscribing organization may access and use the website. 12. Infringement & Propriety of Use. Except as specifically provided herein, CITY agrees not to use the Subscription Application, Visual Output(s), or Print Output(s) in any fashion that infringes the copyrights or proprietary interests set forth in this Agreement. CITY further agrees not to use the information contained in the Subscription Application, Visual Output(s), or Print Output(s) in any fashion or manner that is precluded by or violates any federal or state law or federal or state regulation. CITY acknowledges that the Software Application may be subject to U.S. export jurisdiction. CITY agrees to comply with all applicable international and national laws that apply to the Software Application, as well as end-user, end-use, and destination restrictions issued by U.S., state or other governments. CITY may not use the Subscription Application in any manner that could damage, disable, overburden, or impair such services or interfere with any other party's use and enjoyment of the Subscription Application. CITY may not attempt to gain unauthorized access to any service, account, computer systems or networks associated with the Subscription Application. 13. Consent to Use of Data. CITY agrees that DMP may collect and use technical information gathered as part of the product support services provided to CITY under this Agreement. DMP may use this information solely to improve their products or to provide customized services or technologies to CITY. 14. Ownership. CITY agrees that any works commissioned or undertaken by DMP pursuant to this Agreement shall be and remain the property of DMP. 15. Iniunctive Relief. CITY acknowledges that its use of the Subscription Application for a use not specifically provided for in this Agreement, specifically this Section 2, DMP and its Contributors will not have an adequate remedy in money or damages. As such, should CITY misuse the Subscription Application, DMP and its Contributors shall have the right to seek injunctive relief against CITY to cease the misuse of the Subscription Application. 414 EXHIBIT D Subscription License Fees Subscription License Fees: CityGIS $15,500 Per Year Communit View $8,000 Per Year Term: 3 Year Payment Schedule: $23,500 Annual Payment - Due on April , 2011 Payment Schedule: $23,500 Annual Payment - Due on April ,2012 Payment Schedule: $23,500 Annual Payment - Due on April 12013 Payment Terms Net 30 Optional Services Fees: Import CITY provided aerial $600 Upon completion imagery into CityGIS (ECW or MrSID format Import CITY provided aerial $1,200 Upon completion imagery into CityGIS (JPEG or TIF format NOTES: A. All applicable Subscription License Fees, Data Services Fees and Client Services Fees shall be invoiced annually, as noted above. All Optional Services fees shall be invoiced monthly in the month following the period the service was rendered. B. All invoices are due upon receipt and are payable in accordance with the payment schedule noted above. Any invoice not paid within thirty (30) days of its scheduled payment date shall be considered past due. C. The Term expires April , 2014. 415 EXHIBIT E DMP Delivery Responsibilities Note: Any references to DMP delivery responsibilities contained elsewhere in this Agreement are for informational purposes only. This Exhibit E controls DMP delivery responsibilities. Application Subscriptions Product Name Quantity Deliveries CityGIS Application Unlimited Within one (1) day from Subscription Users Agreement execution CommunityView 1 Within one (1) day from Subscription Agreement execution Data Services Product Name Quantity Deliveries State of California: Ventura 1 County Within one (1) day from County— includes Aerials, Agreement execution Street Centerlines, Parcel Landbase, Property Tax Records and Premium Layer: Raster Tax Maps Client Services Product Name Quantity Deliveries CityGIS Services Bundle 1 Commence within three (3) days from Agreement execution Import CITY provided aerial 1 As requested, subject to imagery into CityGIS (ECW mutual agreement by the or MrSID format parties Import CITY provided aerial 1 As requested, subject to imagery into CityGIS (JPEG mutual agreement by the or TIF format parties Import CITY provided layers 1 As requested, subject to into CityGIS mutual agreement by the parties 416