HomeMy WebLinkAboutGEOGRAPHIC DATA TECHNOLOGY 1
~
GDT"
N-2004-107
~ ,-.
Government License Agreement
GDT. Inc.
11 Lafayette Street
Lebanon, NH 03766-1445
Phone 1-800-331-7881 Fax 1-603-643-6808
GEOGRAPHIC
DATA TECHNOLOGY
Hill To Contact:
Address:
Address:
Contact:
Address:
Address:
City of Santa Ana
Public Works Agency
Terri Cable
20 Civic Center Plaza M-21
Dill To Co.:
Same
Ship To Co.:
Technical/Ship To Contact:
Address:
Address:
Same
Licensee Co.:
City, State ZIP:
Phone:
Fax:
City, State ZIP:
Phone:
Fax:
Cily, State ZIP: Santa Ana, CA 92701
Phone: 714-647-5658 Fax: 714-647-5069
Effective Date:
Chuck Ramsey
June 30. 2004
Dynamap@12000
New or Base
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RC
Media
REP:
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Product:
Format:
GeoMediaTM
I Terms: Net 301
I Markets I
[ St~~~-&-L~C~IG~V~;~~-~J
Is this a GSA Order?
Yes
x
No
This pricing offer is valid provided the Agreement is executed by 7/30/04.
Is there a FindersJDistributol' Agreement [Z]yes Dno
GDT policy requires a purchase order # for all orders, regardless of cost, for government and state agencies
P.O. must be returned with this Agreement. P.O.#
'~Shi)}ping Options: 2 Day $20 ~ Overnight $25 - Priority, Saturday $30 - client's shipper account
Users Product Number Tile Version Special Choices Geographic Extent List Price Extended Net Price
1 - 5 D2000 County 14.1 w/Matchmaker ACG Orange County, CA $1,500.00
Updates? [X] Single Shipment [ ] Monthly Subtotal: $1,500.00
[ ] Quarterly [ ] Semi -annual Shipping: $0.00
Total: $1.500.00
Plus any applicable sales tax levied as a result of this Agreement.
~
This Government Lice se reeme . . C2.. the terms and conditions of the GO,vemmem License Agreement attached hereto.
Signature: . -- Title: Li+) 1Vl~
[duly uthorized] I I
Name: 0 Au L 0 AI. Re A-M - Date: ? 3 tJ ð j'
please print or type ' ,
SEE
R..r!
CA-08-h
SEP~R~TE SIGN~TURE P~GE - PAGE 5
GDT CONFIDENTIAL
page I of3
INSURMJCE NOT FìtQUIRm
WûIH< IY1¡\ì' PROCEED
CLERK OF COUNCIL
DATi::
06/ 0/ 004 09:20 FAX 603 643 6808
GDT
GOVERNMENT LICENSE AGREEMENT
. .
By executing the Government License Agreement ("the Agreement"), Geographic
Data Technology, tnc. ("GDT") and the customer named therein ("Licensee") agaee
to the following lerms:
I . Grant of License GDT hereby grants to Licensee and Licensee hereby accepts
a license ("License") for
(3) a non-transferable. non-exclusive. perpctual license to use. for its own intemal
purposes the Product(s) for the number ofllscrs as desclibed on page I of this
Government License Agreement. A use) is defined as anyone or any device
having access to the data, even if only for occasional use.
(b) a non-perpemal Internet license for use of the Product. Intemet usage of data is
permitted for "Web Locator" applications, where the general public may enter a
'mgle address in order to locate themselves, or tile llearest objecl of iDlerest.
Within Ihese applications, data and any derived results may be published as
bitmaps with the appropriate copyright information. Users of Licensee's website
will have the ahility to enter a single address, or telephone number to locale
Licensee's customer's servlcc or buslIless locations. GDT's latttude and
longilnde coorùinates, address range, ZlP+4 and Census attribute data shall be
protected and shalf not be eX1l'actable. No oIher p,'oduct generated from the
Product shall be disclosed, liœnsed or sold, in whole or in part. to any third
party, without GDT's exprcss wriuen pcrmission.
2. Limitations to I.iccnsc Licensee is granted a license to use the Product(s)
provided, or any derivation thereof, solely in its Internet-based products and services
aod for Ibe imema! plltpO$CS of thc Liccmice al tbe .sile ¡denlWed above. Other tben
as granted above, no part of the Product(s), Or any derivation thereof, shall be
disclosed to tlmd palties, used for the bencfit of Ihird parties or used in an Intemet,
Automatic Vehicle I.ocation (A VL) or Location.Based Services application. other
than is spccifically set forth in this Agreement. Further, the use ofProduct(s) or their
derivatives is Slriclly prohibited in ill! On. board Navigalioll System. For Ibe potposes
of this Agreemem, an "On-board Navigatiou System" includes one or more of the
following componems installed in or on a vehicle: (a) a storage medium to store al
least a portion of lIIe Product(s) 01' a certain database derived therefrom, (b) a
gyroscope, or (c) a device to detect the wheel rotation of a vehicle.
Any product or services generated from the Product(s) shall not be disclosed,
licensed or sold, in whole or in part, to any third palty, withouI GDT's express
wrltlen pem1ission. L.cen.see shallu01 in any case, disclose, license. or sell reports,
produCts or scrviees where such will be used or incorporated imo products or scrvices
that actUally or potemially compete with products, data Or services of GDT.
3. COÐvine the Product or Documentation Other than copies for backup alUl
archival purposes, Licensee shall make no copies of the Product. Or any part thereof,
without the express written consent of GOT. Other than copies for internal use only,
Licensee shall not distribute copies of the Documentation, or any pan lIIereof.
without the express wliuen consent of GDT. Documentation shall be defined as any
iuformation about the Product distributed with the Product, including but not limited
to User Guides, Release Notes, metadata, or derivatives. All copies made shaH
remain the property of GDT under Ihe terms oftJlis Agreement.
Licensee acknowledges the valuable properly rights of GDT in the Product and
Documentation. All copies of any media containing the Product or Documentation or
paris thereof shall have Ihc foUowing notice;
"NOTICE
@ 200- Geographic Data Technology. Inc. All rights reserved. This material is
propriCtary and the subject of ropyriglu protection and other intellectual property
rights owned by or licensed to Geographic Data Technology, Inc. The use of this
material is subject to the terms of a License Agreement. You will be held liable for
any unauthorized copying or disclosure of this materiaL"
4. Prollrletarv Rll!kts ami Confidentialitv The ProduCt(s) is and contains the
copyrigheed and trade seCfet propeny of GDT. GOT retains all rights no! expressly
granted to Licensee. Licensee ag.-ecs not to exiract data from or publish OJ' to allow
any third parey to extract data from Or publish any part of the Product(s) withoutlhe
prior wrinen consent of GDT. Licensee shall not disclose the terms of or activities
contemplated by this Agreement without the prior wriuen approval of GDT. Licensee
acknowledges thai the Product(s) and any oilier information disclosed by GDT to
Licensee in cmljuuction with the ProduCI(S) is secret and of substantial value 10 GOT
which value =y be lost if Ihe secrecy of such information is not main!IIÌned.
Licensee agrees to exercise no less Ulan the same degree of care that Ì[ exercises, or
in the observance of reasonable care should exercise, with respect to its owu
confidential and proprietary informaûon of equal importance to it. The provisions of
this section 4 shaH survive the expiraÜon aud termination of tbis Agreement.
5, !.ill£ Title to the Product(s) remaius witll GDT. Licensee sllall onty have Ihe
rights expressly granted under section I above.
6. Warranties GOT wa11'an!s that it owns or has U,e full right and authority to
license the Prodnct. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT,
GDT DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES
REGARDING THE PRODUCT, INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7 Licen~e Fee Licensee shaU pay GOT the License Fee(s) as set forth on page I
of this Government License Agreement for Ihe use of the Product(s). All fees tllldcr
this Agrecment are payable within thiny (30) days fTOm receipt of billing. Fees
Rev, 6/200...1UJiÞ..4.... GDT CONFIDENTIAL
CA.08,ûP
outstanding mOfe than thirty (30) days from their due date are subject to a two
perccnt (2%) per month late fee charge.
8. Term of Aeceement The term of this Agreelne"! is for onc (J) year ("'mllal
Term"). The term will be extended in one (l) year increments (each a "Renewal
Term", collectively "the Term") if Licensee provides GDT with a Purchase Order
by the Anniversary Date of the Agreement in order to receive subsequem
shipments of lhe Producl(sj at the lenDS comained herein. Licensee shall have
perpetual use of the Product(s) for internal use. Interne[ usage is nou-perpetual
and must be renewed on an annualhasis.
9. Termination Licensee may termin.'IIe this Agreement in the event of a
material breach ofthis Agreement hy GDT. GDT may terminate tIns Agreement
in the event of a material breach of lIIis Agreement by Licensee. Upon any
termination of this Agreement, Licensee shall: (a> immediately return to GDT or
destroy all copies of lIIe Product(s) in its possession; (b> cease all use of the
Product(s) or auy derivation thereof; and (c) if requested, provide GDT with an
affidavit signed by an officer attesting that the tenns of this Termmatlon clal1se
have been met. In IIle event that IIlis Agreement is terminaled for any reason othe,
Ihan GDTs material breach of Ihis Agrocmcnl, Licensee ..h.11 pay 10 GDT, within
ten (10) days after the datc of such tennu1ation, an amount equaJ to the License
Fees as set folth in Governmenl License Agreemcnt for the remainder of Ihe Term.
10. Inspection RiI!:bls During the one (I) yeat period after Ihis Ag,eemem lIas
been terminated pursuant to Article 8 hereof, GDT shall have the right to inspect
the Licensee's computer systems to confirm compliance with Article 8 hereof
upon reasonable prior notice to Licensee.
I I. Sales and Use Taxes Licensee shall be solely responsible for any sales or
use laxes which may be levied as a result of lIIis Agreement.
12. Compliance with United Stales ExtlOrt Control Laws and Rel!ulatlons
GDT and the Product(s) are subject to regulation by Uniteù States government
agencies, which prohibil export or diversiott of the Product(s), information abolll
the Product(s), and derivatives of thc Product(s) to certain couniries and cert.'Ún
persons. Regardless of any disclosure maùe by Licensee to GDT, and in
consideration of GDT entering into this Agreement, Licensee represents and
warrants that Licensee will not export in any manner, either di,'ectly or indirectly,
any of the Product(s) or derivativcs of the product(s) without first obtaining an
necessary approvals from appropriate Untted Slates government agencies.
Licensec acknowledges tl1at regnlalÌOII of expol1s is in continuous modification by
the United States Congress and administrative agencies, and agrees to complete all
documents and to meet all requiremellls arising out of such modifIcations.
13. 1I.S. Gllvernment ReslrlctedlI.lmlted Rillhlç Any software,
documentatton andlor data delivered hereunder is subject to the term of the
License Agreement. In no event shalllhe Governmem acquire greater than
RESTRICTEDlUMITED RIGHTS. At a minimum, use, duplication, 01'
disclosure by the Government is subjeCt to restrictions as set forth in FAR
§52.227-14 Alternates I,ll and III (11IN 1987); FAR §52.227-19 (JUN 1987)
andlor FAR § 12.211112.212 (Commercial Technical Data/Computer Sof[ware);
and DFARS §252.217-7015 (NOV 1995) (Tee/mical Dala) and/or DFARS
§227.7202 (Computer Software) as applicable.
14. SuP )orl And M )lnteøance GOT shaJJ SUPP0l1 thc Prodncl{s) for tl»'ee (3)
years after the date of release. GOT sltalluse its best effotts to (i) promptly
con'eel major defects in the Product(s), and (ii) corrcctminor or ordinary defects
by the neXl general commercial release of the Product( s) J .
15. ReDlaeement Policv GDT will replace defective or unreadable media at 110
charge provided GDT is uotified willlin thirty (30) days of the olÌginal invoice
date. Replacements requested after this time will be subject to a fee, not to exceed
fiftccn perccnt (15%) of original invoice.
16. Publicily. If cilber parry wishes loi..uea press release tJfengage in
marketing activities in conneCtion with the activities contemplated in this
Agreement. such releases will be subject to prior review and wrillen approval of
tlte other party, which shall not be unduly withheld.
17. Gllverniœ Law This Agreement shall be construed and interpreted in
accordance with the laws of the State of California.
18. Notices An notices and communications required or permitted under Ihis
Agreement shall be in writing and shall be sent by mail Of by facsimile
transmission ("Fax") with confirmed answe,. back, to Licensee at their addre5-s set
fOl1h on page I of this Agreement 01' 10 such other address as Licensee may from
time 10 time specify by notice to GOT.
19. Effective Dote Tlte Effective Date of this Agreement is set forth on page 1
of Ihis Govemrnen! License Agreement
page 2 oß
. .
. '
IN WITNESS WHEREOF, the parties hereto have executed this License Agreement the date
and year first above written.
CITY OF SANTA ANA
~~
City Manager
ATTEST:
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
By:
Michael Vigliotta
Deputy City Attorney
APPRJVED AS T~C NTENT:
, .~
, !
J es G. Ross, Executive Director
P}Íblic Works Agency
I
!
J
Page 3 of3
N-2004-107
GDT"
Govcrnment License Agreement
GDT. Inc.
] 1 Lafayette Street
Lebanon, NH 03766-1445
Phone 1-800-331-788] Fax 1-603-643-6808
GEOGRAPHIC
DATA TECHNOLOGY
Bill To Contact:
Address:
Address:
Contact:
Address:
City of Santa Ana
Public Works Agency
Terri Cable
20 Civic Center Plaza M-21
Dill To Co.:
Same
Ship To Co.:
Technieal/Ship To Contact:
Address:
Same
Licensee Co.:
Cíty, State ZiP:
Phone:
Fax:
Address:
City, State ZIP:
Phone:
Fax:
Address:
City, State ZIP: Santa Ana, CA 92701
Phone: 714-647-5658 Fax: 714-647-5069
REP:
Chuck Ramsey
June 30, 2004
New or Base RC
~N-~W~-_-~--~!j I-New Custome~OI.. :~~/~o..M
Media
Effective Date:
. -~J
Product:
Dynamap@12000
I Terms: Net 301
Is this a GSA Order?
Yes
x
No
I Markets I
r St~t~~&-L~CaIG~V~r~~_~J
Format:
GeoMediaTM
This pricing offer is valid provided the Agreement is executed by 7130/04.
Is there a Finders/Distributor Agreement [Z]yes Dno
GDT policy requires a purchase order # for all orders, regardless of cost, for government and state agencies
P.O. mtlst be returned with this Agreement. P.O.#
*Shil>ping Options: 2 Day $20 ~ Overnight $25 - Priority, Saturday $30 - client's shipper account
Users Product Number Tile Version Special Choices Geo~raphic Extent List Price Extended Net Price
1 - 5 D2000 County 14.1 w/Matchmaker ACG OranQe County. CA $1,500.00
Updates? (X] Single Shipment [ ] Monthly Subtotal: $1,500.00
( ] Quarterly [ ] Semi-annual Shipping: $0.00
Total: $1.500.00
Plus any applicable sales tax Icvied as a result of this Agreement.
This Governmcnt License Agreement is subject t the terms and conditions of the Government License Agreement attached hereto.
Title:
Signature:
Name:
Date:
please print or type
~-
SEE SEPARATE SIGNATURE PAGE - fA&-~ ~
~:¡rr
GDT CONFIDENTIAL
page I o¡3
! NSU R!\PJ
liOT fìr:QUIR[I;
K pf.;OCEED
~:LLi\~. OF COUNCIL
Dí\l[
GOVERNMENT LICENSE AGREEMENT
I"y executing the Government License Agreement ("the Agreement"), GeographIc
pata TechnJ>logy, InL ("GDT") and the customer named therein ("Licensee") agree
to the following terms:
I. Grant of License GOT heleby grants to Licensee and Licensee hereby ac<oepts
a license ("License") for
(a) a non.transferable. nOI}-exclnsive, perpetual hccnsc to use, for its Own ¡memal
purposes Ihe Product(s) for Ihe number of users as described on page I of this
Government Liœnse Agreement. A use!' is defined as anyone or any device
having access to the data. even if only for occasional use.
(b) a non.perpetUallntemet license for use of the Product. Imernet usage of data is
permitted for "Web Locator" applications, where the gene.ral public mayenler a
smgJe address in order /0 locate themselves, or the nearest object of interest,
Within these applications. data and any derived resuhs may be published as
bitmaps with the appropl'iate copyright information. Users of Licensee's website
will have rhe abiliry ro enter a single address, or telephone number 10 locale
Licensee's customer's service or busllless locahons. GOT's ]ahtude and
longitude coordinates, address range, ZIP+4 and Census aUribute data shall be
prolected and shall nol be eXlractable. No OIher producl generated from the
Ptoduct shall be disclosed, licensed or sold. in whole or in pari. to any third
pany, without GOT's eÄpress wrinen permission,
2. J.imitalions to UCCIISC Licensee is granted a license to use the Proouct(s)
provided, or any derivation thereof, solely in its Internet-based products and services
alld for the inlernal purp= of the Llcen.see at !he .sile identified above. Oilier (hen
as granted above, no part of the Product(s), or any derivation thereof, shall be
disclosed to tbm:! pa'1ies, used for the bencfit of Ihird pal11CS or used in an Internet,
Automatic Vehicle I.ocmion (A Vl) or Location-Based Services applieation. other
than is specificaJ!y set forlh in this Agrecment Emher, the use ofProouct(s) or their
derlva!ives is strictly prohibited i/J all Oll.board Navigation System. For the purposes
of this Agreement, an "On-board Navigation System" indudes one or more of the
following components installed in or on a vehicle: (a) a storage medi\1ln to store at
least II portion of the Proouct(s) or a certain database derived therefrom, (b) a
gyroscope, or (c) a device to detect the wheel rOlation of a vehicle.
Any product or services generated from Ihe Product(s) shall nO! be disclosed,
lieenscd or sold, in whole or in pari, 10 any Ihird pa,1Y, without GOT's express
wnllen permission. L.ecn.sec shall nO! in any case. diselosc, license. or sell reporls.
products or service.s where such will oc used or incorporatcd imo products or services
that aCllIally or polemially compete with prodUCIS, data 01' services of GDT.
3, COÐyine the Product or Documentftlion Other than copies for backup ami
archival purposes, Licensee shall make no copies of the Product. or any part thereof,
without the expre... written consent of GOT. OIher than copies for inlema! use only,
Licensee shall nOl distribute copies of the Documentation, or any pan thereof.
withoullhe express WI illen consent of GOT. Documentation shall be defined as any
information about the Product distributed with the Product, including but 1101 limited
to User Guides, Release Notes. metadata, or derivative¡¡. All copies made shall
"emaiu the property of GDT under Ihe terms oft!tis Agreement
Licensee acknowledges the valuable property rights of GDT in the Product and
Documcntation. All copies of any media containing the Product or Documentation or
parts thereof shaJl have II¡e following nolice:
"NOTICE
<!) 200- Geographic Oata Technology. [ne. All rights reserved. This material is
proprictary and the subject of copyright protection and OIhcr mtellectual property
rights owned by or licensed to Geographic Data Technology, Inc. The use of this
material IS subject to the terms of a License Agreement. You wiIJ be held liable for
any unaUthorized copying or disclosure of this material."
4, Prollrlelarv Kil!hts ami Confidentialltv The Product(s) is and contains the
copyrighted and trade secæt propeny of GOT. GOT retains all lights not expressly
glamed to Licensee. Licensee agrees nollO eXtfact data flOm or publish or to allow
any third party 10 extract data from or publish any part of the Product(s) without the
pnor wrillen consent ofGDT. Licensee shall nOt dISclose the telms of or activities
contemplated by Ihis Agreement without the !,nor wrillen approval of GOT. Licensee
acknowledges that Ihe Product(s) and any other informalior. disclosed by GOT to
Licen.see in conjunction with tlie Product(s) is secret and of substantial value 10 GDT
which val~e may oc losl if rhe secrecy of such informal ion IS nor majniamed.
Licensee agrees to exercise no less than Ihe same degree of care Ihat it exercises, or
in thc observance of reasonable care should exercise, with respect to its own
confidential and proprietary information of equal imponance to it. The provisions of
this section 4 shall survive the expiration and termination of this Agreemem.
5. ~ Title to the Product(s) remains with GOT Licensee shall only have the
rights expressly grallled under section I above.
6. Warranties GDT wan'ants that it OWI.- 01' has Ihe full right and authority to
license the Prodllct. EXCEPT AS EXPRESSLY ST A TEO IN THIS AGREEMENT,
GOT DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES
REGARDING THE PRODUCT, INCLUDING ALL IMPLlEO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7 Liçen... Fe. Licensee shall pay GDT lhe License Fee(s) as set forth on p~e I
of this Government License Agreemem for Ihe lIse of the Product(s). All fees under
this Agleemem ale payable within thirty (30) days nom receipt of billing. Fees
~;~ GDTCONFlDENTIAL
outslanding more Ihan thirty (30) days from their dlle date are subject to a two
perccnt (2%) per month Jate fee chalge.
8. Term of Aerecment The ICl1n of this Agreement is fol' one (I) year ("Tnillal
Term"). The lerm will be extended in one (I) year incremenlS (each a "Renewal
Term", collectively "the Term") if Licensee p!'Ovides GDT with a PUlchase Order
by the Anniversary Date of Ihe Agreement in order to receive subsequem
sJ1ipmems of the ProduCI(S) ar the tenns conrained herein, Liccnsee shall have
perpelual use of the Product(s) for inlernal use. Imernet usage is non-perpetual
and mtlsl be renewed on an annual basis.
9. Termlnntion Licensee may terminate this Agreement in the event or a
matcrial breach of this Agreement by GOT. GOT may terminate Ih,s Agreement
in the event of a matCJial breach of this Agreement by Licensee. Upon any
tennination of this Agreement, Licensee shall: (a) immediateTy return 10 GDT or
destroy all copies oflbe Product(s) in its Jossession; (b) cellSe al1 use of the
Product(s) or any derivaûon thereof; and (c) if requested. provide GDT wilh an
affidavit signed by all officer attesti'¡g that the terms of this Termination ela"se
have been met. Tn tile even! that this Agreement is terminated for any rea.>on other
than GOTs material breaclt of Ihis Agrecmenr, Licensee .<han pay 10 GDT, within
ten (10) days after Ihe dale of sueh tennll14tion, an am()Un1 equa] to the License
Fees as set forlh in Govemmenl License Agreement for the remainder ofthe Tem1.
10. Inspection Ril!hl< During the one (I) yeal period after tbis Agreemem lIas
been te,minaled pnrsnant 10 Article 8 hereof, GOT shall have the right to inspecl
Ibe Licensee's computer syslems to confirm compJiance with Aniclc 8 hereof
upon reasonable pliO!' notice to Licensee.
] I. Sales and Use Tues Licensee shall be solely responsible for any sales or
usc taxes which may be levied as a result of this Agreement
12. Compliance witb United Stfttes EXllort Control Laws and Reeulatlons
GOT and tile Product(s) ale subject to regulalion by United States government
agencies. which prohibit export or diversion of thc Produet(s), information aboul
Ihe Produel(s), and delivatives ofthc Product(s) to cennin countries and cc,'\,'\Ìn
persons. Regardless of any disclosure made by liccnsee to GOT, and in
consideration of GOT entering imo Ihis Agrecment, Licensee representS and
warrants thaI Licensee will nOI export in any manncr, either direclly or indirecUy,
any of the Pl'lxluet(s) or derivatives of the product(s) without first obtaining all
necessary approvals from appropriate Unued States govemmcm agencies.
Licensee acknowledges that regulallon of expol1s is in cominuous modif.eation by
the United States Congress and admimstrative agencies, and agrees 10 complete all
docnmems and to meet all requiremems arising out of such modifications
13, U.S. Government RestrlctedlLlmlted Kil!ht~ Any software,
doc\tmenla!ton and/or data delivered hereunder is subject 10 the IeI'm of tile
License Agreement. In no event shalllhe Government acquire greater Ihan
RESTRICTEDlUMITEO RIGHTS. At a minimum, nse, duplication, or
discloslII'C by the Government i.. subjecl to restrictions as set fonh in FAR
§52.227-14 Alternates I, II and III (JUN 1987); FAR §52.227-19 (JUN 1(87)
and/or FAR §12.211/t2.212 (Commercial Technical Oata/Computer Software);
and OFARS §252.227-7015 (NOV 1995) (Technical Oata) and/or OFARS
§227.7202 (Computer Software) as applicable.
14. SIIPllorl And Mai»teøanee GOT shalJ SUppOJ1 the ProdJlct(s) for thl'ee (3)
years after the date of release. GOT shall USe its best eff0!1s to (i) promplly
conect major defecls in the Product(s), and (ii) corrcet minor or ordinary defecls
by the neX! general commercial release oflhe Pmducr(s)l.
15, ReDlacelRcut PoIicv GOT will replace defeclivc or unreadable media at no
charge provided GOT is notified within Ihirty (30) days of the oliginal invoice
date. Replacements requested after thi., time wiJl be subject to a fee, no! to exceed
fifteen percent (15%) oforig;nal invoice,
16. Publici tv. If cither party wishes !o ISsue a press release or "ngage in
marketing activities in connection with the activities contemplated in this
Agreement, such releases wiJl be subject to Plior review and wrinen approval of
Ibe olher party, which shalt not be unduly withheld,
17. Governilll! Law This Agreemem shall be conslrued and interpreled in
accordance with the laws of the Stale of Cahfornia.
18. Notices All notices and communications required or permitted under Ihis
Agreement shall be in wliting and shall be sent by mail or by facsimile
transmission ("Fax") with confirmed answe,' back. to Licensee at their addres.s set
fOl1h on page I of this Agreement or to such other address as Licensee may from
time 10 ume specify by notice to GOT,
19, EffceUw Date The Effective Dale of this Agreement is Set fonh on page 1
of this Govemmen! License Agreement
page 2 oß
. .
.
.
IN WITNESS WHEREOF, the parties hereto have executed this License Agreement the date
and year first above written.
ATTEST:
~~W~
t PATRICIA E. HEALY
, Clerk of the Council
APPROVED AS TO FORM:
CITY OF SANTA ANA
DA vr;?¡¡2.
City Manager
JOSEPH W. FLETCHER
City Attorney
By:
Michael Vigliotta
Deputy City Attorney
APPROVED AS TO CO
/
James G. Ross, Executive Director
.JNblic Works Agency
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