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HomeMy WebLinkAbout1996-08-27 - AGENDA REPORTS - DIGITAL DATA STORMWATER (2)AGENDA REPORT City Manager Approval Item to be presented by: Don Williams CKIP--DDIN Y KN \ A:4 ►17.110 DATE: August 27, 1996 SUBJECT: AGREEMENT FOR PURCHASE OF ASSESSOR'S DIGITAL DATA FOR THE STORMWATER UTILITY DEPARTMENT: Building & Engineering Services The County of Los Angeles Assessor's Office has developed parcel data which can be used for implementation of programs required under the 1996 NPDES Permit. Certain Permit provisions require the collection of information on industrial, commercial, and institutional uses to establish a system for tracking and contacting agencies and businesses for monitoring and other purposes. The parcel data, along with the City's automated mapping system, will enable the City to quickly and accurately accomplish these activities, and to keep records updated for approximately 40,000 parcels in the City. The parcel data consists of the mapped parcel and property information found in the Assessor's maps and books, but in the digital format used by a computer system. This includes the City boundary, property lines, right-of-way lines, lots, subdivisions, easements, and property ownerships and location. This will be overlayed on aerial photographs and topographic maps already produced for the Utility for the GIS Automated Mapping System. The parcel data, once input into the system, may also be useful to other departments within the City in the future. The original cost estimate for independent development of this information was $111,876. Staff has negotiated with the County for the purchase of this data and the County has agreed on a license fee of $21,229: The cost for Assessor attributes is.$2,525. The total cost is $23,754. Funds for this have been included in the FY 1996-97 budget as follows: $15,000 for the purchase (Purchase Order No. 11547) from Account No. 01-5401-227, and.an additional $8,754 from Account No. 51-5610-227. This parcel data information is not available from any other source in the digital format. Approve the agreement, and authorize the City Manager to sign for the purchase of the data. License Agreement NED:lkl M 00 enda ItemRDICD •�A FOR i OFFICE OF THE ASSESSOR DEPARTMENT OF PUBLIC WORKS Database-License.Apreement This DATABASE LICENSE AGREEMENT is entered --into. by and between THE COUNTY OF LOS ANGELES, .("County"), -and the City of Santa Clarita, a governmental agency ("Licensee"). A.. County, through its Office of.the Assessor and through its Department: of Public Works, has developed a compilation, in digital computer -usable form, of cartographic data representing streets and parcels within Los Angeles County, California (the "Digital Graphic Database")._ The Digital Graphic Database consists only of data and is not a computer program, and therefore requires a separate computer program for use of the.data. B. Licensee desires to obtain the right to utilize the Digital Graphic Database, as more fully described in Exhibit A attached hereto and incorporated by reference, and is willing to accept a license from County on the terms and conditions, and with the limitations, contained in this Agreement. C. County is willing to make the Digital Graphic Database available to Licensee for the license fee (as set.forth in Section 2 below), but only if County!s obligations concerning, and liabilities arising out of or relating to, the Digital Graphic Database are strictly limited as set forth more .fully in this Agreement, and in recognition that the license fee charged for the license granted hereunder isnot sufficient for County to accept greater obligations and/or liabilities. County' would not be willing to make the Data available to- Licensee but for such limitations: D. Licensee understands that the Digital Graphic Database was prepared for County's own internal purposes and use, and that County has not attempted to make the Digital Graphic Database suitable.for any other purposes or use, and that there may not be any user or other technical documentation fortheDigital Graphic Database. NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration received, the parties hereby agree as follows: 1. License 1.1. Grant of License. On the terms.and conditions set forth herein, County hereby grants to Licensee, a nonexclusive, nontransferable, perpetual, revocable license, throughout the world: (i) to adapt, convert, reformat, edit, translate or otherwise modify all. or any part of the Digital Graphic Database (any resulting version of the Digital Graphic Database being referred to hereafter as the "Adapted Data"); - 1 - 1.2. Prohibited 'Uses. Except to the extent permitted by Sections 1.1 and 1.3, Licensee shall not, under any circumstances: (i) use or permit, the use of the Digital Graphic .use the ..Digital' Graphic Database [and/ox Adapted.Data to'create and/or printout maps ox (ii) other hard copy materials derived from. the DigitalGraphic.Database and/or Adapted Data (collectively, "Hard Copy Materials") solely for Licensee's internal use and/or to,provide .at no.;cost. to third parties. However.. in me event, -shall Licensee •sell the. Hard Copy Materials without first negotiating and executing a revenue sharing.agreement with the County; (iii) -to incorporate the Digital Graphic Database and/or the Adapted Data into, or combine the (iv) Digital Graphic Database and/or the ;Adapted .Data with, any other software or data; and (iv) to use the Digital Graphic Database and/or the Adapted Data for its own internal use on any computer located at any of Licensee's premisee and operated by Licensee, without restriction as to the number of.such computers. 1.2. Prohibited 'Uses. Except to the extent permitted by Sections 1.1 and 1.3, Licensee shall not, under any circumstances: (i) use or permit, the use of the Digital Graphic Database and/or the Adapted Data in or.on any service bureau or time-sharing arrangement; (ii) use or permit the use of the Digital Graphic Database 'and/or the Adapted Data in any situation m_:where' a Licensee, computer''- is permitted to be accessed from any computer outside Licensee's facility (except for ,of remote access by Licensee's employees or independent contractors); distribute, or otherwise make available to third parties, copies of the Digital Graphic Database and/or the Adapted Data. and/or. any. Hard Copy Materials;.and (iv) include all- or any portion of the Digital ,Graphic Database and/or the Adapted Data in any application program created or used to operate with the Digital Graphic Database and/or the Adapted Data unless such application program -is only used for Licensee's own internal purposes. 1.3. Additional Permitted Uses Where Licensee Is A Governmental Entitv. Where Licensee is a governmental entity, Licensee may distribute Hard Copy Materials to the extent required by Licensee's charter provided that Licensee distributes such Hard Copy Materials at no charge or at a fee not to exceed reproduction costs to the distributee. - 2 - 1.4:. -Access By -Independent Contractors of•Llcensee. It -shall_• not be a violation of -this Agreement.,for`independent contractors of Licensee to have access to"the Digital Graphic: Database :and/or Adapted Data to the extent necessary for such- independent contractors to perform their services, but only if such access is restricted so .that such independent contractors cannot -use. the Digital Graphic Database and/or Adapted Data for any purpose other than the.*performance of services for Licensee. Licensee shall assure that any independent contractor granted. access to .the Digital Graphic Database and/or Adapted Data shall be informed of, - and shall agree to adhere to, the terms of the confidentiality and nondisclosure agreement, set forth as Exhibit B and incorporated by reference hereto. Any written agreement between Licensee and an independent contractor shall contain a provision substantially similar in content to Exhibit B. 1.5. Reserved Rights. All rights not specifically and expressly -granted by County to Licensee are hereby reserved by County. - 1.6. Acceptance• of License Terms and Limitations. Licensee accepts and agrees to ,all of the limitations on the license granted by County -hereunder and all of the limitations set forth in this Agreement on County's obligations and liabilities arising out of or relating -to this license and the Digital -Graphic Database. Licensee understands and acknowledges that County would not grant this license without such limitations, and that County is granting this license in reliance upon. Licensee's acceptance of, and agreement to be fully bound by, such limitations. 2. License Fee 2.1. License Fee For Current Version. In consideration of the license granted hereunder, Licensee shall pay to County a license fee in the amount of Twenty One Thousand Two Hundred Twenty Nine Dollars ($21,229.00). Such payment shall be made concurrently with the:, execution :of this, Agreement: by ;Licensee;, -and shall be a condition precedent to the effectiveness of the license..granted hereunder. Upon payment of the license fee, the license with respect to the current -(as of the date of this Agreement) version of the Digital Graphic Database, such license shall be deemed fully paid up, but such license fee shall not entitle Licensee to -receive any version other than the current version. 2.2. License Fee For Future Versions. In the event that County makes any future version or update of the Digital Graphic Database available to Licensee, County shall have a right to.charge a new license fee for each such future version or update, and each such license fee shall apply only to the particular new version or update for which it is charged. Upon mutual agreement of the parties, purchase of any future version or. updates may be accomplished by a written request. executed by Don Williams, on behalf of the Licensee and approved, in writing, by the County - 3 - Assessor'or_his designee. subject to,the terms'and. 2.3. -Taxes. ' Licensee will be solely - responsible_ fori any federal, state or local sales, use, transfer or other -tax levied upon, or -imposed arising out of or related to; any of the transactions contemplated,under this Agreement. Licensee will pay directly, or reimburse County for, the amount of such sales, use, transfer or other tax which County is at any time. obligated to, pay or collect., 3. Delivery Within .thirty (30) days after County receives payment of the license fee for a version or update of the Digital• Graphic Database, County shall deliver to Licensee one (1) copy of that version of the Digital Graphic Database. in. computer -readable digital form on magnetic or optical media agreed to ,by the parties ("Delivery"). 4. Acceptance By Licensee Licensee.agrees and acknowledges that prior to its entering into this -License Agreement, Licensee was permitted to request a sample data set in the formatrequested by Licensee to review so as to confirm the integrity of the Digital Graphic Database. As such,. Licensee accepts the integrity of 'the Digital Graphic Database. based upon its right to review a sample data set. Regardless of whether Licensee exercised its right to''review-a- sample data set, Licensee acknowledges that it has no right to reject the Digital Graphic Database once entering into this License Agreement. 5. No Technical Support Licensee understands and agrees that County will not ,provide any technical support of, or -assistance with,• -the Digital- _Graphic Database. In the event that County does provide any assistance to Licensee, the fact that County provides assistance on any occasion or occasions shall not be construed as creating any obligation or expectation that County will provide, or should have provided, any assistance on any other occasion, and shall not be construed as creating a course of conduct. 6. Termination 6.1. Termination By Licensee Without Cause. Licensee may terminate this Agreement without cause at --any time by. giving written notice to County and returning to County all materials delivered by County as part of any Delivery hereunder, and shall destroy all other copies thereof in Licensee.'s: possession.' Licensee will not be entitled to any refund, repayment or other - 4 - payment by virtue of such termination, -irrespective df whem such <, termination takes place. 6.2. Termination For Cause. Either party may terminate.this Agreement at any, time prior to the expiration of the Term effective immediately upon written notice of termination to the other party in the. -event that such other party materially fails to perform any, of its material obligations hereunder and such failure, continues unremedied for a period of thirty (30) days, after written notice of such failure -from the party alleging such failure. 6.3.'Termination For Proprietary Rights Violation. Notwithstanding Section 6.2 above, County may terminate this Agreement at any time prior to the expiration of its stated term effective immediately upon written notice of termination to Licensee in the event that Licensee fails to perform any obligation, warranty, duty or responsibility or is in default with respect to any other term or condition undertaken by Licensee under this Agreement which pertains to or affects any proprietary right of County, and such failure or default continues unremedied for a period of ten (10) days after written notice of such failure or default from County. 6.4. Termination In the Event of Illegality. In the event of anychange in the law or any -interpretation of the law applicable to County's right to license the Digital Graphic Database,.where the effect of such change or interpretation is that this Agreement becomes in whole or in part unlawful,.County-shall have a right to terminate this Agreement. In such event, County shall use reasonable efforts to notify Licensee at the earliest feasible time, but Licensee understands and acknowledges that County's ability to provide such notice may be limited or precluded by circumstances. Upon termination pursuant to this. section 6.4, Licensee shall have a right to request a refund, of the license fee paid, but only with respect to the most recent version of the Digital Graphic Database, which refund may be prorated to reflect the period of time for which Licensee did have use..of the'. Digital _ Graphic Database. Licensee shall only be.allowed a refund -pursuant to this section 6.4 if Licensee purchased the Digital Graphic Database after the change in law was -enacted. 6.5. Effect of Termination. Upon any termination or expiration of this Agreement, all rights granted to Licensee hereunder shall immediately. terminate, whereupon Licensee immediately cease all use of and shall, at Licensee's sole expense, promptly return to County, or. certify to County in writing the destruction of, all copies of the Digital Graphic Database and the expurgation of the Digital Graphic Database and/or Adapted Data from any materials into which the Digital Graphic Database and/or Adapted Data were.incorporated. - 5 - 6.6._No Liability For Termination. Neither party to: this Agreement ,shall be "liable to the o,ther 'party by-.reason' of termination of this Agreement for compensation, reimbursement. or .. damages- on -account of any loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or other commitments relating to the business. or goodwillof. either party, notwithstanding ,any law to the contrary.. No termination of-this Agreement :shall release Licensee from its obligation to pay County any amounts which accrued prior to -the Termination- Date or which shall accrue to County after the Termination Date. 6.7. Return of County Materials. Upon expiration or termination of this Agreement for any reason, Licensee will promptly deliver to County all materials furnished to Licensee by, County. 6.8. Survival. The rights and obligations of the parties set forth in Sections 2.3, 41 6.5-6.8, 8 and 14 shall survive any termination or expiration of this Agreement for any reason whatsoever, including, but not limited to, under Section 6.1 above. 7. Termination For Gratuities County may, without limiting any of itsother remedies, by written notice to Licensee, terminate. the. right of Licensee to proceed under.this Agreement upon one day's notice, if it is found that gratuities in the form of entertainment, gifts, or otherwise were offered or given by Licensee, or,any agent or representative of'. Licensee, to any officer 'or' employee of County' with 'a' view toward securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing, of such contract. S. ownership; Proprietary Rights 8.1. -County. As between County and Licensee, County.retains all undivided copyrights, patents,. trade secrets; trademarks -and trade name rights and all other right, title and interest in and to the Digital Graphic Matabase and any other materials delivered by County, and Licensee will not have or acquire, any right, title, or interest therein under any circumstances whatsoever, except for the limited license set forth in this Agreement. Licensee shall not have a right to, and shall not, modify or adapt the Digital Graphic Database, or merge the Digital Graphic Database into any other program or materials other than as expressly .permitted in this Agreement. Licensee agrees that it will not at any time during or after this Agreement do anything which may adversely affect the validity or enforceability of, any trademark, trade name, copyright or logo belonging to or licensed to County (including any act, or assistance to any act,' which may infringe or lead to ,the infringement of any proprietary right in the Digital Graphic Database). Licensee will not alter, remove, obscure, erase or deface any proprietary rights notice contained on or incorporated in the Digital Graphic Database.„or.-the labelling of 'the Digital Graphic Database. In ,the event .that `Licensee .prepares. any materials concerning any of -the -Digital Graphic.Database, Licensee: will include customary and proper notices of County's proprietary rights on such materials. 8.2. Proprietary Notice. . Licensee agrees' to place the following proprietary notice on the sign -on screen of any computer program accessing the Digital Graphic Database and on any printed maps or other matter based in whole or in part upon the Digital Graphic Database: . "Copyright 1995 County of Los Angeles. All Rights Reserved. The data- contained herein is the proprietary property of the County of Los Angeles supplied under license and .may not be used or reproduced except as licensed by the County of Los Angeles.” 8.3. Licensee Acauires No Riahts in Names. Trademarks or Copyrights. Licensee has not paid consideration for the use of County's names, trademarks, logos, copyrights, trade names or designations, and nothing contained in this.Agreement will give Licensee any interest in any of them. 9. No Conflict of Interest Licensee shall comply with all conflict of interest laws and regulations in effect or hereafter to be enacted during. the term of this Agreement, Licensee warrants that it is not now aware of any facts which create a conflict of interest. If Licensee hereafter becomes aware of any .facts which might reasonably be expected to create a conflict of interest, it shall immediately make full written disclosure of such. facts to COUNTY. Fill written disclosure shall include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances: 10. County warranties 10.1. County Warranties As To Agreement. County hereby represents and warrants as follows: (i) This Agreement constitutes a legal, valid, and binding obligation of County enforceable in accordance with its terms; and (ii)- The execution, delivery,..and performance by County of this Agreement has been duly authorized by a vote of the.Board-of Supervisors. - 7 - 10.2: Digital Graphic Database`Furnished- "As Is".' County makes no representation or warranty thatthe. ;data contained -in -the Digital Graphic Database is' accurate .and/or, has no errors ::or omissions, including, -but not limited to as to the'geographic and municipal features of -any city or other- governmental entity. - BECAUSE OF THE SPECIAL CIRCUMSTANCES OF THIS, AGREEMENT, THE DIGITAL GRAPHIC DATABASE IS FURNISHED TO LICENSEE "AS IS" WITH. NO WARRANTIES OF', ANY KIND WHATSOEVER. COUNTY HEREBY. EXPRESSLY DISCLAIMS ALL 'WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE DIGITAL GRAPHIC DATABASE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR:PURPOSE. LICENSEE WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON, AND WILL TAKE ALL. MEASURES NECESSARY TO INSURE THAT NEITHER IT NOR ANY OF ITS EMPLOYEES OR AGENTS MAKES OR PASSES ON, OR ATTEMPTS TO MAKE OR PASS ON, ANY SUCH REPRESENTATION OR WARRANTY ON BEHALF OF COUNTY TO'ANY OTHER PARTY. 10.3. No Emergency Use. Notwithstanding anything to the contrary contained in this Agreement, County does not consider the information contained on the Digital Graphic Database to be - sufficient so as to be reliable for use in emergency situations by police, fire or medical personnel. 10.4. Warning Notice. Licensee agrees to place the following warning notice on the sign -on screen of any computer program accessing the Digital Graphic Database and on any printed maps or other matter based in whole or in part upon the Digital Graphic Database: .!!Street and'parcel-,information « isr. provided by the Office of the Los Angeles County Assessor and the Los Angeles County Department of Public Works. Los.Angeles County assumes no liability for any errors or omissions in such information." 11. Licensee Warranties and Indemnification 11.1. Licensee Warranties. Licensee represents and warrants to County that no use of the Digital Graphic Database by Licensee or other exercise by Licensee of the rights granted hereunder will violate or infringe upon any common law or statutory rights of any person or entity, including rights relating to copyrights, patents, trade secrets, contractual rights or trade secret rights, except totheextent that any such infringement or violation would have existed as the Digital Graphic Database standing alone even if Licensee had not used the Digital Graphic Database; and that Licensee will comply with all applicable laws and regulations in its use of the Digital Graphic Database.' 11.2.- Indemnification BY Licensee. Licensee,' at its'sole expense, .will_ defend;'and .Licensee agrees to' indemnify -.and.`hold County, harmless from and -with respect to. any ,loss or _damage - in connection with, any+suit• or. proceeding brought against.County insofar as such suit or proceeding shall be.based upon: (i) a claim 'alleging facts or circumstances that, if true, would constitute a breach: of any representation or warranty or other 'obligation .of Licensee set forth in this Agreement; or (ii) to the extent that such act .is .not the responsibility of County, a .claim that Licensee, or County by virtue.of the transactions contemplated by this Agreement, has done a wrongful act to a third party, provided County gives Licensee prompt written notice of any such claim and provides Licensee such reasonable cooperation and assistance as Licensee may request from time to time in the defense thereof. Licensee shall pay any damages and costs assessed against County (or paid or payable by.County pursuant to a settlement agreement) in connection with such a suit or proceeding, provided County has given Licensee prompt written notice of such claim. 12. Limitations of Liability; Exclusion of Consequential Damages 12.1. Exclusions. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED. HEREIN, COUNTY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO LICENSEE FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF ANY OF OTHER DATA USED WITH THE. DIGITAL GRAPHIC DATABASE, LOSS OF PROFITS OR REVENUE, OR LOSS OF USE OF THE DIGITAL GRAPHIC DATABASE. IN ADDITION, COUNTY IS NOT RESPONSIBLE OR LIABLE FOR DAMAGES OR COSTS INCURRED IN CONNECTION .WITH :` OBTAINING _A.SUBSTITUTE DATABASE, CLAIMS BY OTHERS, INCONVENIENCE OR SIMILAR COSTS, EVEN IF COUNTY -'HAS BEEN APPRISED OF THE LIKELIHOOD OF'SUCH DAMAGES OCCURRING. 12.2. LiabiIitv'Limited 'To Amounts Paid. IN NO EVENT SHALL COUNTY'S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, .TORT OR OTHERWISE, INCLUDING BUT NOT LIMITED TO NEGLIGENCE. AND STRICT .LIABILITY):.,'TO, LICENSEE ARISING OUT OF OR RELATING TO THE DIGITAL GRAPHIC DATABASE EXCEED IN THE AGGREGATE THE AMOUNTS ACTUALLY PAID TO COUNTY BY LICENSEE HEREUNDER, REGARDLESS OF THE NUMBER OR NATURE OF, OR CONNECTION BETWEEN, ANY CLAIMS. 12.3. Limitations Are of Essence of Agreement. Licensee acknowledges and agrees that the.license fees payable by Licensee to County hereunder are premised in substantial part on the provisions of this Section 12 and of Sections 10, 11 and 12, relating to disclaimers of warranties, liabilities, limitations of liability and exclusions of damages, which provisions are of the essence of this Agreement. Licensee understands and acknowledges that County is entering into this Agreement in reliance upon such provisions. - 9 - 13.', Notices - .. All notices or demands required or.permitted.to be'given or made under this Agreement shall. be in writing_and'shall be hand delivered with signed receipt or mailed by first-class registered or certified mail, postage prepaid, addressed to the parties, at the following addresses. Addresses may be changed by either party giving ten (10) days prior written notice .thereof to the other party. If to County: Office of the Assessor 500 West Temple Street, Room 205 Los Angeles, California 90012 Attn: Director'of Roll Services Tel: (213) 974-3400 With copy to: Department of Public Works 900 South ,Fremont Street Alhambra, California 91803 Attn: Section Head, Mapping Services Mapping and Property. Management Division Tel: (818) 458-7023 If to Licensee:City of Santa Clarita 23920 Valencia Blvd., Suite 300 Santa Clarita,.CA 91355 Attn:Don Williams, Storm Water Utility Program Coordinator Tel: (805) 255-4343 Fax: -(805) 254-3538 14. Miscellaneous 14.1. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties hereto and supersedes any and all prior or contemporaneous representations, understandings and agreements, written or oral, between County.and Licensee with respect to the subject matter hereof, all of which are merged herein. Licensee acknowledges that it is not entering into this Agreement .on the basis of any representations not expressly contained herein. It is expressly understood and agreed that no employee, agent or other representative of County.has any authority to bind County with regard to any statement, representation, warranty, or other expression unless.the same is specifically set forth or incorporated by reference herein. It is expressly understood and agreed that, there being no expectation of the contrary between the parties hereto, no usage of trade or custom and practice within the industry, and no regular practice or method of dealing between the parties hereto, shall be used to modify, supplement or alter in any manner the terms of this Agreement or any part hereof. This Agreement shall not be modified, amended or in,any way altered except by an instrument in writing signed by Licensee and an authorized signatory for County. - 10 - 14.2.- Independent Parties: Nothing contained herein shall be deemed to create or construed as* creating -a-joint venture: or partnership between County and Licensee. Neither party ,,.is,:by virtue of this Agreement or otherwise,, authorized as an agent -or legal representative of the other party. Neither party is: granted . any right or authority to assume or to create any, obligation or responsibility, express or implied, on behalf of or in the name'of:'" " the other party or to bind such other party in any manner:" , Further, it is not the intention of this Agreement or of -the. parties hereto to confer a third party beneficiary right of action upon any third party or entity whatsoever, and nothing hereinbefore or hereinafter set forth shall be construed so as to confer.upon any third party or entity other than the parties hereto a right of action under this Agreement or in any manner whatsoever. 14.3. Severability of Provisions. If any provision of this Agreement shall be adjudged to be void or invalid for any reason whatsoever, but would, be valid if part of the wording thereof were deleted or changed, then such provision shall apply with such modifications as may be necessary to make it valid and effective. In the event that one or more of the provisions of this Agreement is found to be invalid, illegal or unenforceable in any respect, such provision shall be deemed deleted herefrom and the validity, legality and enforceability of the remaining provisions contained, herein shall not in any way be affected or impaired thereby. 14.4. - Assignment. Licensee shall not have the right to, and shall not, assign or transfer this Agreement or any of its rights, duties or obligations hereunder, and this Agreement-may'.not be involuntarily assigned or assigned by operation of law, without the prior written consent of County, which consent shall not .be unreasonably withheld. Any attempted assignment without such consent shall be null and void. County shall be free to assign or transfer this Agreement or.any interest herein in County"s sole discretion. This Agreement shall be binding upon and inure to the benefit of each.of the parties hereto and their respective legal successors and permitted assigns. 14.5. Forum and Jurisdiction. This Agreement was entered into in the State of California, and its validity, construction, interpretation and legal effect shall be governed by the laws and judicial decisions of the State of California applicable to contracts entered into and performed entirely within the State of California. County and Licensee expressly agree that any action at law or in equity arising under this Agreement shall be filed only in the courts of the State of California for the County of Los Angeles,. or the United States District Court for the Central District of California. The parties hereby consent and submit to the personal .jurisdiction of such courts for the purposes of litigating any such action. 14.6.= Force Majeure. Neither.County nor Liceftsee-shall be deemed.in -default if its -performance or, obligationshereunder are*' delayed or become impossible or impractical by reason of any, act -of God, war, fire, earthquake,. labor_ dispute, sickness, accident, civil commotion, epidemic, act of government or government agency or officers, or any other cause beyond such party's control. 14.7. Counterparts. This Agreement may be executed,in counterparts, each of which shall be deemed an original and all of which together shall'constitute one and the same instrument. IN WITNESS WHEREOF, the Board of Supervisors of 'the County of Los Angeles has caused this Agreement to be subscribed by its Assessor and its Department of Public Works, and. Licensee has caused this Agreement to be subscribed in its behalf by its duly authorized officer, this day of , 199_. COUNTY OF LOS ANGELES Department of Public Works By Title Date APPROVED AS TO FORM: BY THE OFFICE OF COUNTY COUNSEL DEWITT W. CLINTON County Counsel By Deputy County Counsel COUNTY OF LOS ANGELES Office of the Assessor By Title Date City of Santa Clarita LICENSEE By Name 12 - (AFFIX SEAL HERE) EXHIBIT A 1of4 Elements. Layers and Geographic Scone of the Database LOCATION: City of Santa Clarita Unincorporated Area (Proposed Annexations for Mountain View, Northbridge & Towsley Canyon) COST- $21,229.00 (Includes $125.00 handling fee) UNIT: 31,507 parcels (City) 3,667 parcels (Mountain View, Northbridge & Towsley Canyon) COORDINATE SYSTEM: NAD 83 (Zone 7 of the Calif. Coordinate System) FILE FORMAT: Arc/Export MEDIA: 8mm Tape DATA DESCRIPTION: *GIS, Ready Linework and AIN Data: City Boundary R/W Sidelines Subdivision Lines Lot Lines Property. Cut Lines Easement Lines Assr. ID Number (Includes lowest Condominium IDnumber) Additional Assr. ID Number (Highest Condominium ID number) Assr. Parcel Bdry. ' - 13 - Layer 1(Line) Layer 6 (Line) Layer 8 (Line) Layer 10 (fine) Layer 12 (line) Layer 19 (Ime) Layer 21(17e d) Layer 22 (Text) Layer 26 (Poly) • EXHIBIT: B Contractor's/Agent's Confidentiality and Nondisclosure Agreement " The following provision shall be included in a written agreement between Licensee and its contractors/agents whenever the Digital Graphic. Database is provided to a contractor/agent in digital form: Pursuant to this agreement, the City. of Santa Clarita (LICENSEE) has or will provide PSOMAS (AGENT) with certain data.which was obtained by LICENSEE pursuant to a License Agreement with Los Angeles County ("Data"). The Data is proprietary information of the Office of the Los Angeles County Assessor and the Department of Public Works. AGENT shall not use the Data for any purpose other than the performance of its duties under the License Agreement. AGENT shall not sell, release, free trade, disclose, assign or provide access to the Data, directly or indirectly, to third parties and shall take all necessary and appropriate measures to ensure that the Data is not used or disclosed by its employees or agents except as provided herein. Upon termination of AGENT"s duties under the License Agreement, AGENT shall destroy or immediately return to LICENSEE all copies of Data. This provision may be enforced by LICENSEE or the County of Los Angeles. If AGENT, sub_ -agent or employee of AGENT breeches or violates any covenant, condition or promise of this provision, or otherwise misappropriates the Data through wrongful use or disclosure, Los Angeles County shall be entitled to: (1) both preliminary and final injunctive relief without the need for a showing of actual or irreparable injury; (2) all other remedies available at law or equity; and, (3) attorneys fees and all costs incurred in the enforcement of this provision. - 14 -