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Bucknam Infrastructure Group Inc - FY2019-012 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 Bucknam Infrastructure Group, Inc ("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 Pavement Management System Update ("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. 2 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: Bucknam Infrastructure Group,Inc. 3548 Seagate Way,Suite 230 Oceanside,CA 92056 Phone:(760)216-6529 3 TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. "LICENSEE" tLNL}a _ Title: ,`1 rs./o Date: '/-t Y- Ig Reviewed by De rtment Head: Date: /1va'Y 2 t) 20 ( Reviewed by IT Manager: Date: o :26 4 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: 2.2 Date of Release: November 13, 2018 DESCRIPTION OF LICENSED GIS DATA: - Street centerlines - City Boundary - Road Districts -Aerials LOS ANGELES REGIONAL IMAGERY ACQUISITION CONSORTIUM(LAR-IAC)5 AUTHORIZED USER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT(NDA) 1. Pictometry International Corp.,a Delaware company with offices at 25 Methodist Hill Drive,Rochester,NY 14623 ("Pictometry"),and the County of Los Angeles("County")have entered into that certain agreement dated December 31 2013("Agreement")for delivery of licensed digital mapping data and software("Licensed Products")to the County. Under the Agreement,certain governmental entities("Authorized Entities"),including County Departments and non- County Authorized Participants,which participate in the LAR-IAC may be granted copies of or otherwise provided access to the Licensed Products through a Participant Agreement. 2. Pursuant to Paragraph 11.2(Authorized Users)of the Agreement,Licensed Products may only be accessed or otherwise used by an Authorized User,which includes any contractor or consultant of an Authorized Entity using the Licensed Products either at the facilities of such Authorized Entity or for any Project(as defined below)of such Authorized Entity. 3. The undersigned is an Authorized User of a County Department that is an Authorized Entity under the Agreement and desires to use the Licensed 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 County Department("Project"). 4. The undersigned Authorized User understands and agrees that the Licensed Products contain trade secret and/or confidential information("Confidential Information")of Pictometry. Therefore,by signing this Authorized User Confidentiality and Non-Disclosure Agreement("NDA"),the Authorized User agrees to use the Licensed Products solely for the Project,which is a nonexclusive,nontransferable and non-assignable right,from the effective date of this NDA until the expiration or termination of the Project for which the undersigned Authorized User was engaged by the particular County Department. 5. To the extent any Confidential Information that is not in the public domain is revealed through the operation or other use of the Licensed Products,the Authorized User agrees that it will not make use of,disseminate or in any way disclose such Confidential Information without the County's prior written consent,which County may first need to obtain from Pictometry. IN WITNESS WHEREOF,the undersigned Authorized User,by his/her authorized signature,agrees to all terms and conditions of this NDA as of the date set forth below. AUTHORIZED USER: Signature: Address: 3548 Seagate Way Name: P ' -.t- A (GIN" #230 Organization:Bucknam Infrastructure Group,Inc. City/Zip: Oceanside,CA 92056 Date: / ''/^L, Phone: (760)216-6529 AUTHORIZED BY: Signature: Name: Lukasz Buchwald County Department: /P V Title: IT Manager Date: I I— X Note:Authorized Entities shall keep a signed copy of this document for the duration of the Project. HOA.101512568.1