PENCO Engineering (GIS Data - Trail Improvement Plans for Deadman's Trail) Reset Form Print Form
CITY OF RANCHO PALOS VERDES
LICENSE AND CONFIDENTIALITY AGREEMENT
FOR
GEOGRAPHIC INFORMATION SYSTEMS DATA
THIS AGREEMENT, effective as of the date specified below in Section 1, is
entered into between the City of Rancho Palos Verdes, a municipal corporation ("City")
and PENCO Engineering(a Cannon Company) ("Licensee").
RECITALS
A. City owns, maintains, and periodically updates Geographic Information
Systems data and databases that are more specifically described in the attached
Schedule 1 and that are referenced herein as "GIS Data.
B. Licensee has requested use of the GIS Data to be used exclusively by
Licensee for the specific project described as
Trail Improvement Plans for Deadman's Trail ("Project").
C. City is willing to provide the GIS Data to Licensee without charge, subject to
Licensee's acceptance of the terms and conditions of this Agreement.
In consideration of the mutual covenants and conditions set forth below, the
parties agree as follows:
AGREEMENT
1. TERM.
This Agreement is effective on the date that the last of the parties, whether City
or Licensee, executes this Agreement. It is the intention of the parties that Licensee will
first execute this Agreement and then submit it to the City. The City Clerk will attest to
the execution of all counterparts of this Agreement by City's duly authorized
representative and transmit one or more fully executed counterparts to Licensee. This
Agreement shall continue in effect until the Project has been completed unless sooner
terminated pursuant to the contract documents for the Project.
2. GRANT OF LICENSE.
City hereby grants to Licensee, and Licensee hereby accepts, a nonexclusive,
nontransferable, and nonassignable license to use the GIS Data from the effective date
of this Agreement until the completion or earlier termination of the Project, as provided
for above in Section (1).
3. AUTHORIZED USE OF LICENSED GIS DATA.
A. Licensee must restrict access to the GIS Data to those employees or agents
assigned the responsibility for use of the GIS Data in connection with the Project.
Licensee must take all commercially reasonable actions to prevent access to the GIS
Data by unauthorized persons.
B. Except as authorized by this Agreement, Licensee agrees that no part of the
GIS Data may be reproduced, or stored in a retrieval system, or transmitted in any form,
whether electronic, mechanical, or otherwise, without the City's prior written consent;
provided, however, that Licensee is authorized to make backup copies of the GIS Data
solely for archival purposes.
C. Licensee's use of the GIS Data is authorized by City exclusively for
Licensee's completion of the Project described in this Agreement, and not for additions
to this Project or completion of this Project by others.
D. Use of the GIS Data for any purpose not expressly authorized by this
Agreement requires the execution of a separate agreement with the City, or a written
modification of this Agreement.
E. Licensee agrees that it shall not solicit for sale, sell, loan, rent, lease,
sublicense, donate, or share with unauthorized third parties the licensed GIS Data.
4. SPECIAL TERMS AND CONDITIONS.
A. City makes no representations concerning the compatibility of the GIS Data
with any hardware or software used by Licensee.
B. City makes no representations concerning the accuracy or inclusiveness of
the licensed GIS Data, nor their fitness for a particular purpose.
C. All licensed GIS Data are and will remain the City's property.
D. City has no obligation to provide updates to the licensed GIS Data. The
delivery of any updated GIS Data is subject to the execution of a separate agreement
by the parties, or a written modification of this Agreement.
E. Licensee assumes all responsibility for verifying the accuracy of the GIS
Data and for safeguarding against unintended or inappropriate use of the GIS Data.
F. Licensee will assist the City in enhancing the reliability of the GIS Data by
providing to the City information concerning any errors or discrepancies that are
discovered while using the GIS Data.
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5. INDEMNIFICATION AND HOLD HARMLESS.
A. To the maximum extent authorized by law, Licensee shall indemnify, defend,
and hold harmless the City, its officers, employees, agents, and contractors, from and
against all claims, actions, damages, losses, expenses, penalties, and liabilities of any
kind, including attorney's fees and administrative costs, attributable to or arising out of
Licensee's use of the GIS Data, or their use by unauthorized third-party recipients, or
from City's efforts to enforce this Agreement.
B. Licensee hereby releases City from all claims, actions, liabilities, losses, and
damages, including consequential or incidental damages, loss of profits, and indirect,
special, or other damages, attributable to or arising out of Licensee's use of the GIS
Data.
6. TERMINATION OF AGREEMENT.
Upon termination of this Agreement, Licensee must delete from Licensee's
computer network system, and from tape and disk storage devices and individual
computers, all electronic copies, backups, and archives of the GIS Data and any
derivatives thereof.
7. NOTICES.
Any notices that either party may desire to give to the other party under this
Agreement must be in writing and may be given either by (i) personal service; (ii)
delivery by a reputable document delivery service, such as but not limited to, Federal
Express, that provides a receipt showing date and time of delivery; or (iii) mailing in the
United States Mail, certified mail, postage prepaid, return receipt requested, addressed
to the address of the party set forth below or at any other address that party may later
designate by notice:
To City: City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Attention: City Manager
To Licensee: PENCO Engineering(a Cannon Company)
16842 VON KARMAN AVE.
SUITE 150
IRVINE CA 92606
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TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly
authorized representatives to execute this Agreement on the dates set forth below.
"LICENSEE"
PENCO Engineering (a Cannon Company)
By: Gary Solsona
Title: Public Works Manager
Date: 9/17/18
Reviewed by Depart nt ad:
Date: / 17 tae
Reviewed by IT Manager:
Date: 9- if- Is
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SCHEDULE 1
DESCRIPTION OF LICENSED GIS DATA
GIS DATA FILES WERE PREPARED ON THE FOLLOWING:
Computer Hardware: Generic Desktop
Operating System: Windows 10
ESRI Software: ArcGIS Pro
Version: 2.0
Date of Release: September 13, 2018
DESCRIPTION OF LICENSED GIS DATA:
- GIS contours data from 2003, 2006, and 2016 for area surrounding Deadman's Trail
•
LOS ANGELES REGIONAL IMAGERY ACQUISITION CONSORTIUM (LAR-IAC)4
AUTHORIZED USER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
A. Pictometry International Corp.,a Delaware company with offices at 100 Town Centre Drive,Suite A,Rochester,
NY 14623 ("Pictometry"),and the County of Los Angeles have entered into a certain agreement dated December 3,2013
("Agreement")for delivery of licensed digital mapping data and software("Products")to the County. Under the agreement,
certain governmental entities("Authorized Entities")which participate in the LAR-IAC are granted copies of the Products
through a Participant Agreement with the County.
B. Section 11.2 of the Agreement states:"As used in this Agreement,the term"Authorized Users"shall mean:(i)the
employees of Authorized Entities; (ii) employees of Authorized Entities, including County Departments and Authorized
Participants,doing business with or on behalf of the Authorized Entities for those particular Authorized Entity projects; (iii)
contractors and consultants using the Licensed Products at the facilities of the Authorized Entities;and(iv)any contractors and
consultants of the Authorized Entities designated by Contractor to use the Licensed Products outside the facilities of Authorized
Entities for those particular Authorized Entity projects."
C. The undersigned is an Authorized User of the County or Authorized Entity and desires to use the Products solely
for internal,noncommercial use and for purposes no greater than reasonably needed to achieve the objectives of an actual
project undertaken in connection with the relationship with the Authorized Entity or the County("Purpose").
1. GRANT OF RIGHTS
The undersigned understands and agrees that the Products contain trade secret and confidential information
("Confidential Information")of Pictometry. Under this Authorized User Confidentiality and Non-Disclosure Agreement, it
may use the Products solely for the Purpose,which right is nonexclusive,nontransferable,and non-assignable,from the
Effective Date hereof until expiration or termination.
To the extent any Confidential Information is revealed through the use or operation of the Products,the Authorized
User agrees that it will not make use of,disseminate,or in any way disclose Confidential Information without Pictometry's
prior written consent.
IN WITNESS WHEREOF,the Undersigned have caused their duly authorized representatives to execute and deliver this
Agreement as of the date first set below.
Authorized Entity Authorized User
Name: Lukasz Buchwald Name: 6A Ill 01,5°^/A
Organization: City of Rancho Palos Verdes Organization: 1 pica Ertpirt.t°wi (" ("nnon I4
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Address: 30940 Hawthorne Blvd Address: Re 811- V►'l f-...,,%."�Art
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City/Zip: Rancho Palos Verdes, 90275 City/Zip: -1-rel. q'1-(,6(0
Phone: (310) 544-5311 Phone: ( t ) IC) — $((1
Signature: ure:
Date: 9/13/2018 Date: 1(/ IS
Note:Authorized Entities shall keep a signed copy of this document for the duration of the contract.
Page 12 LAR-IAC4 Participant Agreement