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CONTRACT 4377 Professional Services Agreement;. J 444 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND LATITUDE GEOGRAPHICS GROUP LTD. This AGREEMENT is entered into this 29`� day of October, 2012, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ( "CITY ") and LATITUDE GEOGRAPHICS GROUP LTD., a British Columbia corporation ( "CONSULTANT "). 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the PROJECT PROPOSAL, below; B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed seventeen thousand six hudnred dollars ($17,600) for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit "A," which is incorporated by reference. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit "A," which is incorporated by reference. B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "A ") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. 5. NON - APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6. ADDITIONAL WORK. A. CITY's city manager ( "Manager ") may determine, at the Manager's sole discretion, that CONSULTANT must perform additional work ( "Additional Work ") to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization to CONSULTANT to perform such Additional Work. B. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the Manager with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost. C. Payments over $ 1,760 for Additional Work must be approved by CITY's city council. All Additional Work will be subject to all other terms and provisions of this Agreement. 7. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: Carefully investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 8. TERM. The term of this Agreement will be for one (1) year. This Agreement will automatically renew, on an annual basis, on its anniversary date unless otherwise terminated. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit "A'; B. Termination as stated in Section 15. 9. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 10. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibit; this Agreement supersedes any conflicting provisions. A. Exhibit A: Project Proposal 11. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 12. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 15. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time upon thirty (30 days written notice. C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT" own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 16. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or 4 public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 18. INDEMNIFICATION. A. CONSULTANT agrees to the following: i. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY's sole negligence or willful misconduct. ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITYharmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or no4 arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. iii. Intellectual Property Infringement. Notwithstanding any provision to the contrary, CONSULTANT will, at its own expense, indemnify and defend CITY against any claim that CONSULTANT's services or work product furnished under this Agreement infringes a patent or copyright in the United States or Puerto Rico. In such event, CONSULTANT will pay all costs damages and attorney's fees that a court finally awards as a result of such claim. To qualify for such defense and payment, CITY must (a) give CONSULTANT prompt written notice of any such claim; and (b) allow CONSULTANT to control, and fully cooperate with CONSULTANT in the defense and all related settlement negotiations. CITY agrees that if the use of CONSULTANT's services or work product becomes, or CONSULTANT believes is likely to become, the subject of such an intellectual property claim, CITY will permit CONSULTANT, at its 2'J . option and expense, either to secure the right for CITY to continue using CONSULTANT's services and work product or to replace it with comparable services and work product. iv.. The CONSULTANT'S total cumulative liability hereunder, from all damages not covered by insurance, shall not exceed 5X (FIVE TIMES) the amounts paid to the consultant by the CITY for services pursuant to this agreement. B. For purposes of this section "CITY" includes CITY's elected and appointed officials, officers, employees, and volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 22, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 19. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 20. INDEPENDENT CONTRACTOR CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 21. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at ]east three (3) years after termination or final payment under this Agreement. 22. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Limits Commercial general liability: $1,000,000 Professional Liability $1,000,000 Business automobile liability $1,000,000 Workers compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of ISO -CGL Form No. CG 00 01 1185 or 88. The amount of insurance set forth above will be a combiner] single limit per occurrence for bodily injury, personal itliury, and property damage for the policy coverage, Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds " under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. CW Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol 1 (Any Auto). E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A :V11. " F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement:, CITY may obtain such coverage at k CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 15. 23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. The consultants listed in Exhibit "A" are hereby approved. 24. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. 25. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONSULTANT: �kgtfmc- 6aPr mcs 6)ao p zoo- W1 WWNZF \l�l���►R gL V(f4" P' Attention: „_. If to CITY: City of El Segundo 350 Main Street El Segundo, CA Attention: Larry Klingaman Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 26, CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 27. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 28. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 29. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 30. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 31. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There are one two (1 2) Attachments to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any 23subsequent successors and assigns. 32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 33. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 34. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY. 35. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 7 4 , 111111 ' . 39. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, filliess, and capacity to perform the Agreement in a manner satisfactory to C17Y CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience an dealing with public agencies all suggest that CONSULTANT is capable of perronning the proposed contract and has a demonstrated capacity to deal I'airly and effectively with and to satisfy a public CITY. [Signatures on next page] IN WUNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. A CITY ')l- EL .tit. 'T- C 'r, Cl It', Cl C' ii�t jygaInIpa g e j - I AT "It ST: Taxpayer ID No. — alt to to —n ;L� A , WIS H. Berger, �" istant City Attorney ME b164- 4- Project Proposal El Segundo Geocortex Essentials Development Created: June 6, 2012 Latitude GeographicC Head Office: 204 Market Square Victoria, BC Canada V8W 3C6 Tel: (250) 381 -8130 Fax: (250) 381 -8132 .: Document control sheet Contact for enquiries and proposed changes If you have any questions regarding this document or if you have a suggestion for improvements, please contact: Project Manager: Jed Harrison Phone: 250- 381 -8130 Email: iharrisonfli titudegeo.com Version history Version no. Date Changed by Nature of amendment I 1.0 May 30, 2011 Jed Harrison Original Changes as per EI Segundo request — 1.1 June 3, 2011 Jed Harrison changed background, added hyperlinks to sewer videos, added reference to Pictometry 1.2 May 22, 2012 Ja mes van Dyk Added Pictometry extension to Phase 1 1.3 June 6, 2012 Ja Dyk mes van e Moved Pictometry extension to Phase 2 In signing this approval: • I agree that the document meets the standard required for the project proposal deliverable (requirements above). Project customer (accountable for ensuring the stated benefit(s) of the project to the business have been measured and achieved) Name Position Signature Date The following key stakeholders critical to the projects success have endorsed this document. Name Position Signature Latitude Geographics Project Proposal Page 1 of 9 Date Contents Introduction..................................................................................... ............................... 3 1.1 Purpose of this document... ................................................................................ 3 1.2 References ... ,, - ,..� ................... ................................. ..................... ....,,.,.— 3 1.3 Definitions ........................ .................................................. ............................... 3 2 Governance ........................................................................ ............................... 4 2.1 Project customer ................................................................... ............................... 4 2.2 Project manager ................................................................... ............................... 4 3 Project purpose .................................................................. ............................... 4 3.1 Background ....................... ............................... ....... ....... ............................ 4 4.2 Outcomes and benefit; ....................................................,. .............,.........,....... 4 4 Scope of project ................................................................. 4 ............................... 4.1 In scope ............................................................................... ............................... 4 4.2 Out of scope .................................................. 5 --- ...... ...... ... ...... ................... ....,. Constraints..... ............... .................. ........ ..,.,,...... .......................... ......... ... „. ....... . 6 4.4 Urgency ........................ ....................................................... ....................,.......... 6 4.5 Assumptions ... ......... ............. .......... --- ............. ................ . ........ .....,.............. .. n.6 5 Key findings and recommendations ................................ ............................... 6 5.1 Schedule ............... ............................... ........................ ....— ..............,........... 6 5.2 Resource requirements.. ...................................................... ......,...,,..........,........ 6 5.3 Cost Estimate and Budget ............ ................. ....... . .,.,,.,. ..... ...,....... 7 5.4 Communication and reporting ............................................. ............................... 8 5.5 Success criteria .................................................................... ............................... 8 Latitude Geographics Project Proposal Page 2 of 9 r,A Introduction 1.1 Purpose of this document The purpose of this project proposal is to: 1. Confirm the need for the project and establish the project outcome requirements. 2. Develop a plan and budget. 1.2 References • List any documents to which this document refers, include all previous documentation prepared as part of this project 1.3 Definitions Terms, abbreviations and Meaning acronyms El Segundo J The City of El Segundo, California latitude feogmphics Project Proposal Page 3 of 9 2 Governance 2.1 Project customer City of El Segundo California 2.2 Project manager Jed Harrison 3 Project purpose 3.1 Background The City of El Segundo currently runs ArcGIS Server and is looking to develop an AGS based viewer solution for their internal web mapping needs. Recently, the City has contacted Latitude to discuss the possibilities of developing a viewer using Geocortex Essentials. This project is intended to address the following problems /opportunities: 1. Assist the City in providing key internal user needs within an easy to use interface 2. Develop an external facing version of the same viewer with private information excluded 4.2 Outcomes and benefits The success of this project will include the following: 1. The development of a city GIS viewer using Geocortex Essentials and the Essentials Viewer for Silverlight. 2. Successful hand off of the project to City GIS staff for maintenance and administration. This includes appropriate documentation. 4 Scope of project 4.1 In scope • Installation and configuration of Essentials 3.x including REST elements • The configuration of one Essentials Silverlight Viewer site including: o Configured searches on feature layers to return: ■ Parcel by address (attribute search — text entry) Latitude Geographics Project Proposal Page 4 of 9 • Parcel by APN (attribute search, text entry) • Parcel by Owner (attribute search, text entry) o Configured hyperlinks to Sewer video files • Development of a custom parcel buffer tool that: o When a user selects a parcel and runs the tool OR draws a polygon using a custom tool • Presents a dialog that allows the user to select a buffer distance • Selects parcels within the buffer and then selects the address points that fall within those parcels • Zooms to the extent of the selected addresses ■ Note that the mailing lists made available by the tool will be made available as default report options of Essentials linked from the buffer result • Development of 2 Address mailing list reports: o The reports will be presented as the following default address layer report options: ■ Residents CSV ■ Residents PDF • (Phase 2 — Optional) Development of one Parcel Profile report o Report will be linked from the parcel default report o Report will include • Map image with specified layers turned on and the parcel highlighted • Parcel attribute data ■ Data from other layers that intersect with selected parcel (total 4 -8 layers) • (Phase 2 — Optional) Development of a public- facing version of the site that excludes owner or other private data 4.2 Out of scope • Map service development • Installation or configuration of ArcGIS Server • Map service or schema changes during the course of the project could negatively affect development and are out of scope • Additional sites other than those identified as in scope. CeliiUd@ Ge ograp hlcs Project Proposal Page 5 of 9 4.3 Constraints • Successful implementation depends on the installation and configuration of ArcGIS Server and the development of a map service. 4.4 Urgency • This project is a replacement for an existing working application and schedule is not an issue at this time 4.5 Assumptions • City of El Segundo resources will be made available for the project • The spatial dataset is stable and its schema will not require modification during the course of the project • Spatial data is ready and available for development purposes 5 Key findings and recommendations Our preliminary review of the project indicates that the scope of the requirements are low risk and present an excellent opportunity to leverage Essentials REST Elements. Note that El Segundo has indicated a desire to use the Pictometry Extension with Geocortex Essentials. Should future versions of this tool be developed for Geocortex Essentials, these additional versions would be included as part of the license fee or annual maintenance associated with this extension. 5.1 Schedule • The schedule for this project will be determined on approval 5.2 Resource requirements Latitude Resources El Segundo Resources Role m Nae G S Coordir�-.- _.. e ...w._... ° ator Michael McDaniel Latitude Geographics Project Proposal Page 6 of 9 5.3 Cost Estimate and Budget Phase 1 — Intranet Application Configuration Pre aid Technical Support 81$ 115.00 1$ 920,00 Subtotal Training and Support : 920.00 Phase 2 — License Upgrade & Public Viewer Application Configuration Product "rraIN 81'$ 185.001$ 1,480.00 raining and Support. 1 1 $ 1,480,00 i Ma ent 1 41$ 115.001$ 460.00 Profile Report 16 $ 145.00 $ 2,320.00 Ti M —rconfiguration and deploymert 8 S 145.001$ 1,160.00 tal Services: 1 1 $ 2.780.00 I I I $ 18,260.00 Software Maintenance Costs Software maintenance is included in the license fee in the first year. Starting in year 2 annual maintenance is available for 20% of the current license fee. Currently, those fees are: Geocortex Essentials Starter Kit - $1,400 Geocortex Essentials Standard Edition - $3,700 Latitude Geographics Project Proposal Page 7 of 9 �// 5.4 Communication and reporting Communication shall be via weekly status reports and weekly conference calls /reviews. 5.5 Success criteria • Deployment of Essentials U to El Segundo staging and production environments • The replacement of the current WebADF generation site with Essentials Silverlight Viewer tatkuude Geographics Prat Proposal Page 8 of 9 0 Latitude e• Latitude Use Only: Cust. Name Cust. # C- 200902332 P.O. # Latitude Geographics Group Ltd., 200— 1117 Wharf Street, Victoria, BC Canada V8W 1T7 • Tel: (250) 381 -8130 - Fax: (250) 381 -8132 MASTER LICENSE AGREEMENT Latitude Contract Number: 2012 -06 -150 This Master License Agreement ( "Agreement ") is between the licensee printed below ( "Licensee ") and Latitude Geographics Group Ltd. ( "LATITUDE "), the licensor of the Software, Data, Web Services and /or Documentation licensed under this Agreement. The Agreement includes (i) this signature page, (ii) the General License Terms and Conditions, and (iii) the Exhibit 1 listed below. The parties acknowledge that they have read and understood this Agreement and agree to be bound by the terms and conditions hereof as applicable to each party. This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating to such subject matter, and any terms on Licensee's purchase order. Any modification(s) or amendment(s) to this Agreement must be in writing and signed by an authorized representative of each party. The parties hereto have caused this Agreement to be executed and effective as of the last date written below. Cily of El Segundo (Licensee) By: Authorized Signature Printed Name: Title: Date: Licensee Contact Information Contact: Michael McDaniel Address: 350 Main Street El Segundo CA 90245 Country: USA Telephone: 310 524 -2367 Fax: E -mail: mmcdaniel Ise un o,or LATITUDE GEOGRAPHICS GROUP LTD. (LATITUDE) By: Authorized Signature Printed Name: Steven M&H-Jones Title: President & CEO Date: Latitude Geographics General License Terms and Conditions (1-200) Exhibit 1: Scope of Use (1-300) L100 11/2010 Page 1 of 1 Latitude Geographics® GENERAL LICENSE TERMS AND CONDITIONS (L20011/2010) . Latitude Geographics Group Ltd., 200 — 1117 Wharf St., Victoria, BC Canada V8W 1T7 • Tel: (250) 381 -8130 - Fax: (250) 381 -8132 ARTICLE 1— DEFINITIONS Definitions —The terms used are defined as follows: a. "Beta" means any alpha, beta, or prerelease Software, Data, Documentation, or Web Services. b. "Data ", except as otherwise provided herein, means any Latitude Geographics Group Ltd. ( "LATITUDE ") or third -party data vendor(s) digital data set(s) including, but not limited to, geographic, vector data coordinates, raster, reports, or associated tabular attributes. c. "Documentation" means all of the printed and digital materials including, but not limited to, help files, user reference documentation, training documentation, or technical information and briefings. d. "Software" means the actual copy of all or any portion of LATITUDE's proprietary and sublicensed software technology, computer software code, components, dynamic link libraries (DLLs), underlying organization, object model, and programs delivered on any media, including any release provided in source, object, or executable code format(s), inclusive of backups, updates, service packs, patches, hot fixes, sample code, sample application, sample extension, or merged copies permitted hereunder. e. "Web Services" means software services or third party data components that perform GIS functions, tasks, or data services and are accessed over the Internet. ARTICLE 2— INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP LATITUDE is the owner of and /or has the right to use all intellectual property rights in the Software, Data, Web Services, and Documentation, including, without limitation, written materials, logos, names and other support materials provided pursuant to this License Agreement and prior to the execution of this License Agreement. Subject to the license expressly granted by LATITUDE herein, these Terms of Use do not transfer from LATITUDE to Licensee any interest in the Software, Data, Web Services, and Documentation, all right, title and interest in which remains solely with LATITUDE or its licensors. All provisions under this License Agreement by LATITUDE to Licensee, including, without limitation, the Software, Data, Web Services, and Documentation, are licensed and not sold. LATITUDE does not and has not transferred any ownership interests in any form or manner to the Licensee. LATITUDE and its licensors own the Software, Data, Web Services, and Documentation, which are protected by Canadian law and applicable international laws, treaties, and conventions regarding intellectual property or proprietary rights, inclusive of trade secrets. From the date of receipt, Licensee agrees to use reasonable means to protect the Software, Data, Web Services, and Documentation from unauthorized use, reproduction, distribution, or publication. LATITUDE and its Licensors reserve all rights not specifically granted in this License Agreement. LATITUDE or its third -party data licensor(s) reserve the right to improve and /or make changes in its offerings of the Web Services and its associated software, datasets, or information at any time. ARTICLE 3 —GRANT OF LICENSE 3.1 Grant of License — Subject to the terms and conditions set forth in this License Agreement, LATITUDE grants to Licensee a personal, non - exclusive, nontransferable license to a. Use the type and number of copies of the Software, Data, and Documentation and access Web Services specified in the purchase or product order (i) for which the appropriate license fees have been paid to LATITUDE or its authorized distributor, (ii) for the limited purposes of the Licensee's own internal business operations only, and (iii) in accordance with any Exhibit(s), and the licensed configuration on file as authorized by LATITUDE or its authorized distributor. b. Access and use specific secure LATITUDE Web site resources made available to the Licensee for Licensee's internal use only, provided that Licensee also follows any additional terms of use specified therein. All passwords, user identifications, or other access keys that are provided by LATITUDE to Licensee to enable Licensee to access controlled information and any controlled access information provided by LATITUDE or its authorized distributor shall be treated as LATITUDE confidential information. For greater certainty, Licensee shall not allow anyone to use or have access to the Software, Data, Documentation and Web Services, passwords, user identifications, or other access keys that are provided by LATITUDE or its authorized distributor to Licensee. L200 11/2010 Page 1 of 7 Such grant includes the right to use, but not to modify or copy in any manner whatsoever, the Software, Data, Documentation and Web Services, in whole or any portion thereof. Except as provided herein, this grant does not include the use of and access to the Software, Data, Documentation and Web Services, by any third party. Licensee shall take all reasonable precautions to prevent third parties from using the Software, Data, Web Services, and Documentation in any way that would constitute a breach of this License Agreement, including, without limitation, such precautions as Licensee would otherwise take to protect its own proprietary software or hardware or information. 3.2 Beta License — Licensee may be accepted into a current Beta Testing Program. Licensee may be provided copies of, or access to, Beta for the limited purpose of testing Beta in accordance with the Beta testing policies then in effect. Delivered Beta is confidential and proprietary to LATITUDE and contains trade secrets, inclusive of unpublished specifications. Licensee agrees to retain all Beta in confidence. Except for a "public" Beta Testing Program, Licensee shall maintain results of testing, performance statistics, errors, or any other quality issues encountered in confidence and agrees not to disclose same to any third party. Beta is subject to change prior to its commercial release and may never be commercially released. Licensee acknowledges that such Beta is not suitable or licensed for full use and accepts all responsibility for use of the same and any results generated. Licensee may from time to time provide suggestions or comments regarding performance, usability or effectiveness, bug reports, test reports or other feedback (collectively, "Feedback ") to LATITUDE with respect to Beta. LATITUDE retains title to such comments and may freely use, disclose, reproduce, license, distribute, and otherwise commercialize any Feedback. A Beta Testing Program may have additional requirements. 3.3 Evaluation License — LATITUDE may from time to time offer a limited term license(s) for Software, Data, Web Services, and Documentation for use by the Licensee for the limited purpose of evaluation. After the limited term expires, the Licensee has no rights whatsoever to use the Software, Data, Web Services, and Documentation unless the Licensee makes separate arrangements in writing with LATITUDE. 3.4 Educational Use License —If Licensee has been qualified by LATITUDE or its authorized distributor to receive education pricing, Licensee agrees to use the Software, Data, Web Services, and Documentation solely for educational, research, and academic purposes that are noncommercial in nature. Licensee shall not use the Software, Data, Web Services, and Documentation for any administrative or profit- generating activities. 3.5 Consultant Access — Licensee may provide access to the Software, Data, Web Services, and Documentation to any consultant or contractor of the Licensee, provided that the consultant or contractor is using the Software, Data, Web Services, and Documentation exclusively for the benefit of the Licensee. Licensee shall be responsible for compliance by consultants or contractors with the terms and conditions of this License Agreement. Licensee shall require consultant or contractor to discontinue use of, and access to, Software, Data, Web Services, and Documentation upon completion of work for Licensee. 3.6 Fees – The Licensee shall pay to LATITUDE or its authorized distributor the license fees set out in the purchase or product order, invoice or other document. ARTICLE 4 —SCOPE OF USE 4.1 Permitted Uses – Subject to the terms and conditions set forth in this License Agreement: a. In accordance with Article 3, Licensee may install and store copies of Software, Data, and Documentation onto electronic storage device(s). b. Licensee may make one (1) copy of the Software, Data, and Documentation for archival purposes. Licensees may make routine computer backups. c. Licensee may customize the Software using any (i) macro or scripting language, (ii) published application programming interface (API), or (iii) source or object code libraries, but only to the extent that such customization is described in the Documentation. d. Licensee may use, copy, or prepare derivative works of the Documentation supplied in a digital format and thereafter reproduce, display, and redistribute the customized documentation only for the Licensee's own internal use. The portion(s) of the Documentation supplied in digital format merged with the other software and printed or digital documentation shall continue to be subject to the terms and conditions of this License Agreement and shall provide the following copyright attribution notice acknowledging the proprietary rights of LATITUDE and its licensor(s) in the Documentation supplied in digital format: "Portions of this document include intellectual property of Latitude Geographics Group Ltd. and its licensor(s) and are used herein under license. Copyright © [Insert the actual copyright date(s) from the source materials] Latitude Geographics Group Ltd. and it's licensor(s). All rights reserved." L200 11/2010 Page 2 of 7 4.2 Uses Not Permitted a. Except as authorized herein, Licensee shall not use the Software, Data, Web Services, Documentation, passwords, user identifications and other access keys. b. Except as provided herein, Licensee shall not sell, rent, lease, sublicense, lend, assign, transfer, translate, export, or time -share the Software, Data, Web Services or Documentation. Licensee shall not act as a service bureau or commercial Application Service Provider (ASP) that allows third -party access to the Software, Data, Web Services, and Documentation. A commercial ASP means a licensee who uses Software, Data, Web Services, and Documentation for a site or service, and operates the site or the service for a profit, or generates revenue by charging for access to the site or service. c. Licensee shall not redistribute the Software to third - parties, in whole or in part, including, but not limited to, extensions, components, or DLLs without prior written approval of LATITUDE as set forth in an application redistribution license agreement. d. Without affecting the generality of 4.2(c) and except as otherwise authorized in this License Agreement, Licensee shall not incorporate the Software, Data, Web Services or Documentation provided by LATITUDE or its authorized distributor in any manner whatsoever into any provision of property or service by Licensee to any person whatsoever. e. Licensee shall not copy the Software, Data, Web Services or Documentation onto any hard disk attached to the Licensee's computers in respect of which license fees have been paid. f. Licensee shall not network the Software unless prior written authorization has been obtained from LATITUDE. g. Licensee shall not reverse engineer, decompile, cross - assemble, disassemble or otherwise change or reduce in any other form the Software, Data, Web Services, and Documentation, except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction. h. Licensee shall not remove or obscure the Licensor's copyright or trademark notices. i. Except to the extent that applicable law prohibits this restriction, Licensee shall not make any attempt to circumvent the technological measure(s) that controls access to, or use of, the Software, Data, Web Services, and Documentation. j. Licensee shall not redistribute the Software registration number /license authorization file(s), developer license file(s), or Web Services access codes. k. Licensee shall not use the Software or Web Services to transfer or exchange any material where such transfer or exchange is prohibited by intellectual property laws or any other applicable laws. I. Licensee shall not remove or obscure LATITUDE or its licensor(s) patent, copyright, trademark, or proprietary rights notices contained in or affixed to the Software, Data, Web Services, and Documentation. m. Licensee shall not unbundle individual or component parts of the Software or Data for independent use. n. Licensee shall not, to the extent within its control, use this software for purposes or actions that are in contravention of the UN Declaration of Human Rights, the Geneva Conventions of 1949, or the Geneva Protocols of 1977. ARTICLE 5 —TERM AND TERMINATION The license is effective upon acceptance of this License Agreement and shall continue until (i) such time that the Licensee elects in writing to discontinue use of the Software, Data, Web Services, and Documentation and terminates the license; (ii) expiration of a term license or subscription; or (iii) either party terminates the license for a material breach that is not cured within ten (10) days of written notice to the other party, except that termination is immediate for a material breach of a nature that is impossible to cure. Upon termination of a license, Licensee shall (i) cease all access and use of Web Services and clear Web Services client -side data cache and (ii) uninstall, remove, and destroy all Software, Data, and Documentation, and any whole or partial copies, modifications, or merged portions in any form and execute and deliver evidence of such actions to LATITUDE or its authorized distributor. ARTICLE 6— LIMITED WARRANTIES AND DISCLAIMERS 6.1 Limited Warranties —For a period of ninety (90) days from the date of receipt of Software authorization or keycode file(s) by Licensee, LATITUDE warrants that (i) the unmodified Software will substantially conform to the published Documentation and (ii) the media upon which the Software, Data, and Documentation is provided will be free from defects in materials and workmanship under normal use and service. 6.2 Data and Web Services Disclaimer —If included under this License Agreement, the Data and Web Services have been obtained from sources believed to be reliable, but the accuracy and completeness of the Data and Web Services are not guaranteed. The Data and Web Services may contain some nonconformities, defects, errors, or omissions. LATITUDE AND ITS LICENSOR(S) MAKE NO WARRANTY WITH RESPECT TO THE DATA AND WEB L200 11/2010 Page 3 of 7 SERVICES AND ARE PROVIDED "AS IS." Without limiting the generality of the preceding sentence, LATITUDE and its licensor(s) do not warrant that the Data and Web Services will meet Licensee's needs or expectations, that the use of the Data and Web Services will be uninterrupted, or that all nonconformities can or will be corrected. LATITUDE and its licensor(s) are not inviting reliance on this Data or Web Services, and Licensee should always verify actual Data or Web Services. 6.3 Fault Tolerance Disclaimer The Software, Data, Web Services, and Documentation are not fault - tolerant and are not designed, manufactured, or intended for resale or use in insurance underwriting or with critical health and safety or online control equipment in hazardous environments that require fail -safe performance, such as in the operation of nuclear facilities, aircraft navigation, or communication systems, air traffic control, real -time emergency response, real -time terrorism prevention or response, life support, or weapons systems ("Fault - Intolerant Activities "). LATITUDE SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR USE IN FAULT - INTOLERANT ACTIVITIES. To the extent permitted by law, Licensee agrees to indemnify, defend, and hold LATITUDE, its officers, directors, employees, agents, subcontractors, licensors, successors, and assigns harmless from and against any and all liability, losses, claims, expenses (including attorney's fees), demands, or damages of any kind, including direct, indirect, special, punitive, incidental, or consequential damages, arising out of or in any way connected with the Licensee's use or permitting the use by others of the Software, Web Services, and Data for Fault- Intolerant Activities. Delivery of the Software, Web Services, and Data does not constitute a waiver of the rights and obligations set forth in this Article. 6.4 Special Disclaimer— SAMPLE CODE, SAMPLE APPLICATIONS, SAMPLE EXTENSION, HOT FIXES, EVALUATION SOFTWARE, AND BETA ARE DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SAMPLE CODE, SAMPLE APPLICATION, SAMPLE EXTENSION, HOT FIXES, EVALUATION SOFTWARE, AND BETA. 6.6 Internet Disclaimer —BOTH PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, AND THAT (1) THE INTERNET IS NOT A SECURE INFRASTRUCTURE, (2) NEITHER PARTY HAS CONTROL OVER THE INTERNET, AND (3) NEITHER PARTY IS LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE WEB SERVICE. 6.6 General Disclaimer— EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, LATITUDE DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS, NONINTERFERENCE, SYSTEM INTEGRATION, AND NONINFRINGEMENT. LATITUDE DOES NOT WARRANT THAT THE SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION WILL MEET LICENSEE'S NEEDS, OR THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. 6.7 Exclusive Remedy— Licensee's exclusive remedy and LATITUDE's entire liability for breach of limited warranties set forth in this Article 6 shall be limited, at LATITUDE's sole discretion, to (i) replacement of any defective media; (ii) repair, correction, or a work - around for the Software; or (iii) return of the license fees paid by Licensee for the Software or Documentation that does not meet LATITUDE's Limited Warranty, provided that the Licensee uninstalls, removes, or destroys all copies of the Software or Documentation and executes and delivers evidence of such actions to LATITUDE or its authorized distributor. ARTICLE 7— LIMITATION OF LIABILITY 7.1 Disclaimer of Certain Types of Liability— LATITUDE AND ITS LICENSOR(S) SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS; LOST SALES OR BUSINESS EXPENDITURES; INVESTMENTS; COMMITMENTS IN CONNECTION WITH ANY BUSINESS; LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF THE SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT LATITUDE OR ITS LICENSOR(S) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. L200 11/2010 Page 4 of 7 L„ 7.2 General Limitation of Liability— EXCEPT AS PROVIDED IN ARTICLE 8— INFRINGEMENT INDEMNITY, LATITUDE'S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID TO LATITUDE BY LICENSEE FOR SOFTWARE, DATA, WEB SERVICES OR DOCUMENTATION PURSUANT TO THIS LICENSE AGREEMENT. 7.3 Applicability of Disclaimers and Limitations— Licensee agrees that the limitations of liability and disclaimers set forth in this License Agreement will apply regardless of whether Licensee has accepted the Software, Data, Web Services or Documentation or any other product or service delivered by LATITUDE. The parties agree that LATITUDE has set its prices and entered into this License Agreement in reliance upon the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties. ARTICLE 8— INFRINGEMENT INDEMNITY 8.1 LATITUDE shall defend, indemnify, and hold harmless Licensee from and against any loss, liability, cost, or expense, including reasonable attorney's fees, which may be incurred by Licensee against any claims, actions, or demands by a third party alleging that the Software, Data, or Documentation infringes a U.S. or Canadian patent, copyright, or trademark provided a. Licensee promptly notifies LATITUDE in writing of the claim thereof; b. LATITUDE has sole control of the defense of any actions and negotiations related to the defense or settlement of any claim; and c. Licensee cooperates fully in the defense of the claim. 8.2 If LATITUDE believes that the Software, Data, or Documentation is or will become the subject of an infringement claim, or in the event that use of the Software, Data, or Documentation is enjoined, LATITUDE, at its own expense, may either (i) obtain the right for the Licensee to continue using the Software, Data, or Documentation or (ii) modify the Software, Data, or Documentation to make it noninfringing while maintaining substantially similar software functionality or data /informational content. If neither of such alternatives is commercially reasonable, the infringing items shall be returned to LATITUDE, the license shall terminate, and LATITUDE's sole liability shall be to indemnify Licensee pursuant to Article 8.1 and refund license fees paid by Licensee prorated on a five (5) year, straight line depreciation basis beginning from the initial date of delivery. 8.3 LATITUDE shall have no obligation hereunder to defend Licensee or pay any resulting costs, damages, or reasonable attorney's fees for or with respect to any claims, actions, or demands alleging (i) infringement that arises by reason of combination of noninfringing items, however acquired, with any items not supplied by LATITUDE; (ii) infringement to the extent arising from material alteration of the Software, Data, or Documentation by anyone other than LATITUDE, its agents, or its contractors; (iii) the direct or contributory infringement of any process patent by Licensee through the use of Software, Data, or Documentation other than a process patent that is necessarily infringed by the internal processes executed within the Software or Data itself when the Software or Data is executed for its intended purpose; (iv) continued allegedly infringing activity by Licensee after it has been notified of the possible infringement; or (v) continued allegedly infringing activity by Licensee to the extent it arises from failure of Licensee to use the updated or modified Software, Data, or Documentation provided by LATITUDE for avoiding infringement. THE FOREGOING STATES THE ENTIRE OBLIGATION OF LATITUDE WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ARTICLE 9— GENERAL PROVISIONS 9.1 Future Orders —All Software, Data, Web Services, Documentation or maintenance orders placed within one (1) year of this License Agreement's execution date shall be licensed under the terms of this License Agreement, except that new Software, Data, Web Services, and Documentation commercially released during that year may require additional terms. Orders placed and Software, Data, Web Services, and Documentation or updates provided after that time shall be governed by the then - current General License Terms and Conditions and Exhibit 1, the terms of which will be indicated on LATITUDE's Web site, included with a quote, or included with the deliverable Software, Data, Web Services, or Documentation. L200 11/2010 Page 5 of 7 mr 9.2 Export Control Regulations— Licensee expressly acknowledges and agrees that Licensee shall not export, reexport or provide the Software, Data, Web Services or Documentation, in whole or in part, to (i) with the exception of Cuba, any country to which Canada or the United States has embargoed goods; (ii) any person on the U.S. Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the U.S. Commerce Department's Table of Denial Orders; or (iv) any person or entity where such export, reexport, or provision violates any export control laws or regulations including amendments and supplemental additions as they may occur from time to time. Licensee shall not export the Software, Data, Web Services and /or Documentation or any underlying information or technology to any facility in violation of these or other applicable laws and warrants that it or its employees, consultants, or customers who gain access to the Software, Data, Web Services or Documentation are not a national, resident, or located in or under the control of, or acting on behalf of any person, entity, or country subject to such U.S. export controls. 9.3 Taxes and Fees, Shipping Charges— License fees quoted to Licensee are exclusive of any and all taxes or fees including, but not limited to, sales tax, use tax, value -added tax (VAT), customs, duties, or tariffs, and shipping and handling charges. 9.4 No Implied Waivers —The failure of either party to enforce any provision of this License Agreement shall not be deemed a waiver of the provisions or the right of such party thereafter to enforce that or any other provision. 9.5 Severability —The parties mutually agree that if any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable. 9.6 Successor and Assigns— Licensee shall not copy, assign, sublicense, sublease, redistribute, or transfer Licensee's rights or the rights of a contractor or third party or delegate its obligations under this License Agreement without LATITUDE's prior written consent, and any attempt to do so without LATITUDE's prior and written consent shall be void, This License Agreement shall be binding upon the respective successors and assigns of the parties to this License Agreement. Notwithstanding, a Government contractor that has acquired the Software, Data, Web Services or Documentation under contract to the Government may assign its rights under this License Agreement to its Government customer upon written notice to LATITUDE provided the Government customer assents to the terms of this License Agreement. 9.7 Survival of Terms —The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement shall survive the expiration or termination of this license agreement. 9.8 Equitable Relief— Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage and that, in the event of such a breach, in addition to any and all remedies at law, LATITUDE shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or undertaking or proving injury as a condition for relief. 9.9 U.S. Government Restricted Rights— The Software, Data, Web Services or Documentation are provided with restricted rights. The Software, Data, Web Services and Documentation are commercial computer software, commercial data, commercial Web Services, and commercial computer software documentation. This License Agreement contains LATITUDE's commercial license terms and conditions for such items. The commercial license rights in this License Agreement strictly govern Licensee's use, reproduction, or disclosure of the Software, Data, Web Services, and Documentation. No other license terms or conditions shall apply unless expressly agreed in writing by LATITUDE and Licensee. LATITUDE Software source code is unpublished and all rights to the Software, Data, Web Services or Documentation are reserved under international and national copyright laws. In the event any court, arbitrator, or board holds that the Licensee has greater rights to any portion of the Software, Data, Web Services or Documentation under applicable public procurement law, such rights shall extend only to the portions affected. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as provided in FAR 52.227- 19 (June 1987), FAR 52.227 -14 (ALT III) (June 1987), DFARS 252.227 -7015 (Nov 1995), or NFS 1852.227 -86 (December 1987), or the local, state, or foreign equivalent, as applicable. The Contractor/ Manufacturer is Latitude Geographics Group Ltd., 204 -560 Johnson Street, Victoria, British Columbia, Canada V8W 3C6. 9.10 Governing Law, Arbitration a. Licensees in Canada and the United States of America, Its Territories, and Outlying Areas —This License Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia without reference to its conflict of laws principles. Except as provided in Article 9.8, any dispute arising out of or relating to this License Agreement, or the breach thereof, which cannot be settled through negotiation, shall be finally settled by arbitration administered by the Canadian Commercial Arbitration L200 11/2010 Page 6 of 7 Y I Iillu 11 fir.^ Centre (in Canada) or the American Arbitration Association (in the US) under their respective Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered into a court of competent jurisdiction. If Licensee is a U.S. Govemment agency, this License Agreement is subject to the Contract Disputes Act of 1978, as amended (41 U.&C 601 -613), in lieu of the Arbitration provisions of this clause. b. All Other Licensees— Except as provided in Article 9.8, any dispute arising out of or relating to this License Agreement, or the breach thereof, which cannot be settled through negotiation, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with said Rules. The language of the arbitration shall be in English. The place of the arbitration shall be at Vancouver, British Columbia, Canada. c„ This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Either party shall, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute. L200 1112010 Page 7 of 7 0 Latitude Geographics® EXHIBIT 1 SCOPE OF USE (1_300 11/2010) Latituot Geoa ra phics Group Ltd., 200- 1117 Wharf St., Victoria, BC, Canada V8W 1T7 ° Tel. 250 381 -8130 • Fax; 250 381..8132 The scope of use for each LATITUDE Software identified below is described in the applicable footnotes listed in parentheses. ■ Geocortex Essentials Standard Edition (1, 2, 3, 6, 7, 8) ■ Geocortex Essentials Starter Kit Edition (1, 4, 6, 8) ■ Geocortex Essentials Developer Seat (1, 6) ■ Geocortex Optimizer Standard Edition (1, 2, 3, 6, 7, 8, 13) Geocortex Optimizer Starter Kit Edition (1, 4, 6, 8, 12) • Geocortex Fleet Tracker (1, 2, 3, 7, 8, 18) • Geocortex Technology Developer Network [GTDN] Subscription (5, 6, 16) • Geocortex Uptime Business Edition (3, 8, 10) • Geocortex Uptime Enterprise Edition (1, 2, 3, 8, 11) • Geocortex Statistics Business Edition (12) • Geocortex Statistics Enterprise Edition (13) • Geocortex Secure Data Gateway (1, 2, 3, 6, 7, 8) • Geocortex Internet Mapping Framework Business Edition (4, 6, 7, 8, 17) • Geocortex Internet Mapping Framework Enterprise Edition (1, 2, 3, 6, 7, 8, 17) • Geocortex Internet Mapping Framework Enterprise Edition Annual Subscription (1, 2, 3, 5, 6, 7, 8, 17) • Geocortex Internet Mapping Framework Developer License (1, 2, 6, 17) • Fleet Tracker for Geocortex IMF (1, 2, 3, 7, 8, 18) 1. "Development Server License." Licensee may install and use the Software on a single computer to design and build applications that interface with or utilize server Software as described in the Documentation. 2. "Staging Server License." Licensee may use and install the Software for the following purposes; user acceptance testing, performance testing, load testing of other third -party software, staging new commercial data update, and training activities. 3. "Deployment Server License." Licensee may install and use the Software or Data to provide services to multiple users on the same or other computer(s). 4. "Single Application License." Licensee may install and use the Software or Data for one (1) web -GIS application serving multiple users on the same or other computer(s). An Application is defined as a discrete web -GIS viewer with a specific URL. 5. "Term License." Licensee may use the subscription(s), Software, Web Services and Data for a limited time period or while Licensee has available credits or transactions to use the subscription(s), Software, Web Services, and Data as described in the Documentation. When the license term, subscription, credits, or transactions expire, licensee must either stop using the subscription(s), Software, Web Services, and Data, or renew or extend the license upon payment of applicable fees. 6. Extensions to Software programs follow the same scope of use as that granted for the corresponding Software programs. 7. The administrative tools for the Software may be copied and redistributed throughout the Licensee's organization. 8. Redundant Software installation(s) for failover operations may be implemented during the period the primary site is nonoperational. The redundant Software installation(s) shall remain dormant except for system maintenance and updating of databases while the primary site or any other site is operational. 9. No redundant Software installation is permitted. 10. Monitoring and management of services for a single server. 11. Monitoring and management of services for multiple servers deployed from a single designated installation location. L300 11/2010 Page 1 of 2 12. Processing /analysis of data associated with one (1) web -GIS application. 13. Processing /analysis of data associated with an unlimited number of applications from a single designated installation location. 14. "Single Use License." Licensee may permit a single authorized end user to install and use the Software, Data, and Documentation on a single computer for use by that end user on the computer on which the Software is installed. Remote access is not permitted. Licensee may permit the single end user to make a second copy for end user's exclusive use on a portable computer so long as only one (1) copy of the Software, Data, and Documentation is in use at any one time. 15. "Concurrent Use License." Licensee may install and use the Software, Data and Documentation on computer(s) on a network, but the number of simultaneous users may not exceed the number of licenses acquired. 1& GTDN Software, Web Services, and Data may only be used by up to three (3) named developers per subscription at an installation location solely for the purposes of research, development, testing, and demonstration of a prototype application. GTDN Software and Data may be installed on multiple computers for use by any named GTDN developer. 17. Use subject to additional terms and conditions described in Terms & Conditions Specific to Internet Mapping Framework (L305). 18. Licensee may deploy a single instance of the Fleet Tracker Server to update up to the number of entities designated. L300 11/2010 Page 2 of 2