SIGNED BOARD REPORTS (1- REVI� �MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: June 14, 2011 Consent AGENDA NO.: 53
SUBJECT: a. Authorize the termination of the Addendum GIS Base Map component) to the
GIS Data and Map License Agreement April 2000 Database Information
Sharing Agreement) with CD-DATA, effective August 15, 2011;
b. Authorize the County to exercise the Option to obtain the final Maps and Data
pursuant to the terms of the Addendum to the Agreement for the predetermined
price of $47,909.20 from Account no. 001-1930 8137 INF002-GIS) 4/5ths
vote required); and
c. Authorize the County Assessor-Clerk-Recorder to execute all necessary
documents to facilitate the Termination of the Addendum and exercise of the
Option.
DEPARTMENT: Assessor's Office
RECOMMENDATION:
It is recommended that the Board of Supervisors:
a. Authorize the Termination of the Addendum GIS Base Map component) to the GIS Data and
Map License Agreement April 2000 Database Information Sharing Agreement) with CD-
DATA, effective August 15, 2011.
b. Authorize the County to exercise the Option to obtain the final Maps and Data pursuant to the
terms of the Addendum to the Agreement for the predetermined price of $47,909.20 from
Account no. 001-1930 8137 INF002-GIS) 4/5ths vote required); and
c. Authorize the County Assessor-Clerk-Recorder to execute all necessary documents to
facilitate the Termination of the Addendum and exercise the Option.
SUMMARY/DISCUSSION:
In 2000 your Board authorized the County to enter into an agreement April 2000 Database
Information Sharing Agreement) with CD-DATA, Inc., for that entity to be able to compile and
use the County's GIS maps and data, in exchange for a license for the County to be able to use
that data and share in the profits from the sale of the information to others.
In 2006, an Addendum GIS Base Map component) to the GIS Data and Map License
Agreement April 2000 Database Information Sharing Agreement) was authorized by your
Board in which CD-DATA, without charge to the County, was to maintain and update on a
monthly basis the GIS Base map GIS Base Map component), and was to pay the County a fee
based on CD-DATA sales and/or licensing of the County GIS Base map. The Addendum also
granted the County, at the termination of the Addendum to the Agreement, the right to purchase
back the most current County GIS Base Map available from CD-DATA at price to be calculated
as spelled out in the Addendum.
At this time, it is requested that your Board authorize the County Assessor-Clerk-Recorder to
issue a notice of termination of the Addendum i.e., the GIS Base Map component) to the GIS
Data and Map License Agreement i.e., the April 2000 Database Information Sharing
Agreement) with CD-DATA, effective August 15, 2011, and to authorize exercise of the Option
to obtain the final Maps and Data pursuant to the terms of the Addendum to the Agreement for
the predetermined price of $47,909.20. It is proposed that the service can be brought in-house at
a continued level of customer service, with the cost of on-going maintenance of the system paid
by the users of the services, while still permitting the County to exercise greater control over the
data and accessibility. To clarify, the termination is as to the Addendum only i.e., regarding the
BIB]
40723-U01
SIGNED-U02
BOARD-U02
REPORTS-U02
1--U02
REVISED)-U02
LI21329-U03
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FO96184-U03
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6/28/2011-U04
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118-ASSESSOR-U08
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TERMS-U012
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PREDETERMINED-U012
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$47,909.20-U012
ACCOUNT-U012
001-1930-U012
8137-U012
INF002-GIS)(4/5THS-U012
VOTE-U012
REQUIRED);-U012
C.-U012
AUTHORIZE-U012
THE-U012
COUNTY-U012
ASSESSOR-CLERK-RECORDER-U012
TO-U012
EXECUTE-U012
NECESSARY-U012
DOCUMENTS-U012
TO-U012
FACILITATE-U012
THE-U012
TERMINATION-U012
EXERCISE-U012
THE-U012
OPTION.-U012
SIGNED BOARD REPORTS (1- REVI� �GIS Base Map component of the relationship), so that terms of the original Agreement with CD-
DATA i.e., the April 2000 Database Information Sharing Agreement) will remain in effect.
OTHER AGENCY INVOLVEMENT:
County Counsel has reviewed and approved this report. The Auditor Controller has approved
fiscal provisions. The Information Technology Department, Tax Collector Treasurer, and the
County User Group are in support of the recommendation.
FINANCING:
Financing the Option will be funded by the Information Technology Dept from FY 10-11
existing funds previously allocated in the GIS Repository scheduled to be used for training
during FY 10-11. In lieu of the training, though, it is intended that these funds be used to finance
the exercise of the Option pursuant to the terms of the Addendum to the Agreement. Approval
of the recommended actions will have no impact on the Net County Cost to the General Fund.
Prepared and Approved by:
Stephen L. Vagnini
Assessor-Clerk/Recorde
831) 755-5803
Cc: Auditor
Tax Collector
County Counsel
Enc: Proposed Notice of Termination
Current CD-DATA Addendum to the Agreement and Agreement
BIB]
40723-U01
SIGNED-U02
BOARD-U02
REPORTS-U02
1--U02
REVISED)-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99896-U03
AI102933-U03
DO103557-U03
C10-U03
BOARD-U03
REPORTS-U03
6/28/2011-U04
HANCOCKD-U04
16666-U05
9-U06
A.-U07
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TERMINATION-U07
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LICENSE-U07
AGREEMENT-U07
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118-ASSESSOR-U08
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CAMACHOM-U10
6/6/2011-U011
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15,2011;-U012
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TO-U012
EXERCISE-U012
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OPTION-U012
TO-U012
OBTAIN-U012
THE-U012
FINAL-U012
MAPS-U012
DATA-U012
PURSUANT-U012
TO-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
AGREEMENT-U012
THE-U012
PREDETERMINED-U012
PRICE-U012
OF-U012
$47,909.20-U012
ACCOUNT-U012
001-1930-U012
8137-U012
INF002-GIS)(4/5THS-U012
VOTE-U012
REQUIRED);-U012
C.-U012
AUTHORIZE-U012
THE-U012
COUNTY-U012
ASSESSOR-CLERK-RECORDER-U012
TO-U012
EXECUTE-U012
NECESSARY-U012
DOCUMENTS-U012
TO-U012
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THE-U012
OPTION.-U012
SIGNED BOARD REPORTS (1- REVI� �MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: June 14, 2011 Consent AGENDA NO.:
SUBJECT: a. Authorize the termination of the GIS Data and Map License Agreement with
CD-DATA, effective August15, 2011;
b. Authorize the County to exercise the Option to obtain the final Maps and Data
pursuant to the terms of the Agreement for the predetermined price of
$47,909.20 from Account no. 001-1930 8137 INF002-GIS) 4/5ths vote
required); and
c. Authorize the County Assessor-Clerk-Recorder to execute all necessary
documents to facilitate the Termination and exercise of the Option.
DEPARTMENT: Assessor's Office
COMMENDATION:
It is recommended that the Board of Supervisors:
a. Authorize the Termination of the GIS Data and Map license Agreement with CD-DATA,
effective August 15, 2011.
b. Authorize the County to exercise the Option to obtain the final Maps and Data pursuant to the
terms of the Agreement for the predetermined price of $47,909.20 from Account no. 001-1930
8137 INF002-GIS) 4/5ths vote required); and
c. Authorize the County Assessor-Clerk-Recorder to execute all necessary documents to
facilitate the Termination and exercise the Option.
SUMMARY/DISCUSSION:
In 2000 your Board authorized the County to enter into an agreement with CD-DATA, Inc., for
that entity to be able to compile and use the County's GIS maps and data, in exchange for a
license for the County to be able to use that data and share in the profits from the sale of the
information to others.
In 2006, an addendum to the Agreement was authorized by your Board in which CD-DATA,
without charge to the County, was to maintain and update on a monthly basis the GIS Base map,
and was to pay the County a fee based on CD-DATA sales and/or licensing of the County GIS
Base map. The addendum also granted the County, at the termination of the Agreement, the
right to purchase back the most current County GIS Base Map available from CD-DATA at price
to be calculated as spelled out in the above referenced addendum.
At this time, it is requested that your Board authorize the County Assessor-Clerk-Recorder to
issue a notice of termination of the GIS Data and Map license Agreement with CD-DATA,
effective August 15, 2011, and to authorize exercise of the Option to obtain the final Maps and
Data pursuant to the terms of the Agreement for the predetermined price of $47,909.20. It is
proposed that the service can be brought in-house at a continued level of customer service, with
the cost of on-going maintenance of the system paid by the users of the services, while still
permitting the County to exercise greater control over the data and accessibility.
OTHER AGENCY INVOLVEMENT:
County Counsel has reviewed and approved this report. The Auditor Controller has approved
fiscal provisions. The Information Technology Department, Tax Collector Treasurer, and the
County User Group are in support of the recommendation.
BIB]
40723-U01
SIGNED-U02
BOARD-U02
REPORTS-U02
1--U02
REVISED)-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99896-U03
AI102933-U03
DO103557-U03
C10-U03
BOARD-U03
REPORTS-U03
6/28/2011-U04
HANCOCKD-U04
16666-U05
9-U06
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AUTHORIZE-U07
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TERMINATION-U07
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PURSUANT-U012
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THE-U012
AGREEMENT-U012
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PREDETERMINED-U012
PRICE-U012
OF-U012
$47,909.20-U012
ACCOUNT-U012
001-1930-U012
8137-U012
INF002-GIS)(4/5THS-U012
VOTE-U012
REQUIRED);-U012
C.-U012
AUTHORIZE-U012
THE-U012
COUNTY-U012
ASSESSOR-CLERK-RECORDER-U012
TO-U012
EXECUTE-U012
NECESSARY-U012
DOCUMENTS-U012
TO-U012
FACILITATE-U012
THE-U012
TERMINATION-U012
EXERCISE-U012
THE-U012
OPTION.-U012
SIGNED BOARD REPORTS (1- REVI� �FINANCING:
Financing the Option will be funded by the Information Technology Dept from FY 10-11
existing funds previously allocated in the GIS Repository scheduled to be used for training
during FY 10-11. In lieu of the training, though, it is intended that these funds be used to finance
the exercise of the Option pursuant to the terms of the Agreement. Approval of the
recommended actions will have no impact on the Net County Cost to the General Fund.
Prepared and Approved by:
Stephen L. Vagnini
Assessor-Clerk/Recor
831) 755-5803
Cc: Auditor
Tax Collector
County Counsel
Enc: Proposed Notice of Termination
Current CD-DATA Agreement
BIB]
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BOARD-U02
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REVISED)-U02
LI21329-U03
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FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99896-U03
AI102933-U03
DO103557-U03
C10-U03
BOARD-U03
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6/28/2011-U04
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REVISED COMPLETED BOARD ORDERb
�Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No. A-12006
a. Authorize the termination of the Addendum GIS Base
Map component) to the GIS Data and Map License
Agreement April 2000 Database Information Sharing
Agreement) with CD-DATA, effective August 15, 2011;
b. Authorize the County to exercise the Option to obtain
the final Maps and Data pursuant to the terms of the
Addendum to the Agreement for the predetermined price
of $47,909.20 from Account No. 001-1930 8137
INF002-GIS) 4/5ths vote required); and
c. Authorize the County Assessor-Clerk-Recorder to
execute all necessary documents to facilitate the
Termination of the Addendum and exercise of the
Option
Upon motion of Supervisor Salinas, seconded by Supervisor Armenta, and carried by
those members present, the Board hereby;
a. Authorized the termination of the Addendum GIS Base Map component) to the
GIS Data and Map License Agreement April 2000 Database Information Sharing
Agreement) with CD-DATA, effective August 15, 2011;
b. Authorized the County to exercise the Option to obtain the final Maps and Data
pursuant to the terms of the Addendum to the Agreement for the predetermined
price of $47,909.20 from Account No. 001-1930 8137 INF002-GIS) 4/5ths vote
required); and
c. Authorized the County Assessor-Clerk-Recorder to execute all necessary
documents to facilitate the Termination of the Addendum and exercise of the
Option.
PASSED AND ADOPTED on this 14"' day of June, 2011, by the following vote, to wit:
AYES: Supervisors Armenta, Calcagno, Salinas, Parker, and Potter
NOES: None
ABSENT: None
I, Gail T. Borkowski, Clerk of the Board of Supervisors of the County of Monterey, State of California, hereby
certify that the foregoing is a true copy of an original order of said Board of Supervisors duly made and entered
in the minutes thereof of Minute Book 75 for the meeting on June 14, 2011.
Dated: June 16, 2011 Gail T. Borkowski, Clerk of the Board of Supervisors
Revised: July 7, 2011 County of Monterey, State of California
By
53
Deputy
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REVISED COMPLETED BOARD ORDERb
�ADDENDUM TO DATABASE INFORMATION AGREEMENT
his Addendum Addendum") is entered into this day of
200 y and between the County of Monterey, a political subdivision of the Sta e of California
he einafter, the County" or Assessor's Office") and CD-DATA, a California corporation
hereinafter, CD-DATA").
GIS BASEMAP AGREEMENT
RECITALS:
1. This Addendum provides additional terms to the Database Information
Agreement entered into between the parties dated April 11, 2000, Agreement") a copy of
which is attached hereto as Exhibit A. The terms used in this Addendum shall have the same
meaning as those terms were given in the Agreement, unless otherwise stated herein. /`l/
1iiiGIIS Base map Agreement GIS Base map Agreement") is entered into this 71
day of 200y and between the County Assessor's Office, a political
subdivision of t e State of Cali ornia Licensee"), in the County of Monterey the County")
and CD-DATA, a California corporation hereinafter, CD-DATA").
2. The County's Assessor's Office the Assessor") currently has a working
relationship with CD-DATA, whereby CD-DATA provides the Assessor with access to Data and
Maps for the County area the County Area") and pays the Assessor a fee based on CD-DATA
sales and/or licensing of Data and Maps for the County Area, in exchange for the Assessor
providing CD-DATA with assessor records created and maintained by the Assessor in the format
created by the Assessor Assessor Records").
3. Licensee is interested in accessing the County GIS Base map and CD-DATA is
willing to provide access to the County GIS Base map, under the terms set forth herein.
4. CD-DATA shall provide Licensee with access to the County GIS Base map and
pay the Assessor a fee based on CD-DATA sales and/or licensing of the County GIS Base map,
in exchange for the consideration described herein, and contingent upon the Assessor continuing
to provide CD-DATA with Assessor Records. Assessor Records include but are not limited to
real property ownership data, property sales data, new/updated property characteristics
information, and Assessor parcel maps. Nothing in this GIS Base map Agreement shall prevent
CD-DATA from marketing, licensing or selling the County GIS Base map to third parties, at fees
determined solely by CD-DATA, and the parties acknowledge that the County GIS Base map as
modified and maintained by CD-DATA is the property of CD-DATA and may be subject to
copyright protection.
TERMS AND CONDITIONS:
1. Obligations of CD-DATA: CD-DATA agrees, without charge to Licensee, on at
least a monthly basis, upon receipt of Assessor Records from the Assessor, to update the County
GIS Base map and to provide Licensee with access to the County GIS Base map. CD-DATA
shall use due diligence in compiling, arranging, selecting and formatting the County GIS Base
map.
Page 1 of 3
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AS99892-U03
AS99896-U03
AI102933-U03
DO103974-U03
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OPTION-U012
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PURSUANT-U012
TO-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
AGREEMENT-U012
THE-U012
PREDETERMINED-U012
PRICE-U012
OF-U012
$47,909.20-U012
ACCOUNT-U012
001-1930-U012
8137-U012
INF002-GIS)(4/5THS-U012
VOTE-U012
REQUIRED);-U012
C.-U012
AUTHORIZE-U012
THE-U012
COUNTY-U012
ASSESSOR-CLERK-RECORDER-U012
TO-U012
EXECUTE-U012
NECESSARY-U012
DOCUMENTS-U012
TO-U012
FACILITATE-U012
THE-U012
TERMINATION-U012
EXERCISE-U012
THE-U012
OPTION.-U012
REVISED COMPLETED BOARD ORDERb
�ADDENDUM TO DATABASE INFORMATION AGREEMENT
2. Obligations of Licensee: Licensee shall provide CD-DATA with a one-time copy
of the County's own GIS layers, including at a minimum any APN's, parcel boundary layers,
street centerline layers, and water body layers owned or maintained by Licensee within 30 days
of the commencement of this GIS Base map Agreement, including non-exclusive, unrestricted
rights to use, modify or redistribute the layers at CD-DATA's sole discretion.
3. Revenue sharing Basis: A portion of the revenue generated from the sale and/or
licensing of the County GIS Base map shall be paid by CD-DATA to the County's Assessor
within 60 days of the end of the calendar year. This payment amount shall be based on the
revenues received from sales by CD-DATA of the County GIS Base map, as a proportion of the
total revenues received from sales of the Data and Maps of the County Area and the County GIS
Base map total County revenue"), where the total County revenue is calculated on the
following tiered basis: The sum total amount of twenty percent 20%) of the first $100,000 in
gross annual revenue, plus forty percent 40%) of the second $100,000 in gross annual revenue,
plus fifty percent 50%) of all gross annual revenues above $200,000 generated from the sale
and/or licensing of Data and Maps for the County Area and the County GIS Base map. This
payment shall be made for only as long as the Assessor provides Assessor Records and parcel
maps to CD-DATA as specified in the Recitals, above.
4. Rights of Licensee. Nothing in this GIS Base map Agreement shall be construed
as limiting or in any way affecting Licensee's ability or duty to provide copies of certain public
records under either the Public Records Act, or Licensee's right to provide information and
records to the public in any form it wishes, including but not limited to electronic media.
However, Licensee understands and agrees that the ParcelQuest product, any other software
provided by CD-DATA, and the County GIS Base map, are not public records and may not be
distributed to the public, except as otherwise stated in this Paragraph 4, and that County's access
to and use of ParcelQuest, any other software provided by CD-DATA, and the County GIS Base
map, shall be subject to CD-DATA's licensing agreement, a copy of which is attached hereto as
Exhibit B, and CD-DATA's GIS DATA Use Agreement, a copy of which is attached hereto as
Exhibit C. Access to the County GIS Base map under this Agreement shall be restricted to
Licensee, with the exception that Licensee may give other County departments access to the
County GIS Base map provided no organization or individual outside the County is given
subsequent access without CD-DATA's express written consent, which shall not be unreasonably
withheld. Licensee may also at any time create and distribute its own electronic records, maps,
and other information, including but not limited to the dissemination of such materials through
the internet. Licensee may also enter into agreements with other vendors of land records data
under similar or different terms. Licensee assumes no liability or responsibility for misuse of
CD-DATA's County GIS Base map by anyone other than duly-authorized employees, officers,
or agents of the County.
5. Licensee shall have no liability for charges made or incurred by CD-DATA for
compilation, arranging, selecting, formatting or distribution of information taken from assessor
records provided to CD-DATA by the Assessor, or digitizing and processing maps, including
any person, agent, employee or contractor into whose custody the records are delivered by the
Assessor. All such charges shall be the responsibility of CD-DATA.
Page 2 of 3
BIB]
40732-U01
REVISED-U02
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99896-U03
AI102933-U03
DO103974-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/8/2011-U04
MARCELLAC-U04
16666-U05
9-U06
A.-U07
AUTHORIZE-U07
THE-U07
TERMINATION-U07
OF-U07
THE-U07
GIS-U07
DATA-U07
MAP-U07
LICENSE-U07
AGREEMENT-U07
CD-DATA,-U07
EFFECTIVE-U07
118-ASSESSOR-U08
CAMACHO-U09
MARINA-U09
CAMACHOM-U10
6/6/2011-U011
AUGUST-U012
15,2011;-U012
B.-U012
AUTHORIZE-U012
THE-U012
COUNTY-U012
TO-U012
EXERCISE-U012
THE-U012
OPTION-U012
TO-U012
OBTAIN-U012
THE-U012
FINAL-U012
MAPS-U012
DATA-U012
PURSUANT-U012
TO-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
AGREEMENT-U012
THE-U012
PREDETERMINED-U012
PRICE-U012
OF-U012
$47,909.20-U012
ACCOUNT-U012
001-1930-U012
8137-U012
INF002-GIS)(4/5THS-U012
VOTE-U012
REQUIRED);-U012
C.-U012
AUTHORIZE-U012
THE-U012
COUNTY-U012
ASSESSOR-CLERK-RECORDER-U012
TO-U012
EXECUTE-U012
NECESSARY-U012
DOCUMENTS-U012
TO-U012
FACILITATE-U012
THE-U012
TERMINATION-U012
EXERCISE-U012
THE-U012
OPTION.-U012
REVISED COMPLETED BOARD ORDERb
�ADDENDUM TO DATABASE INFORMATION AGREEMENT
6. Disclaimer of Partnership or Agency. It is understood and agreed that neither
Licensee nor the Assessor, nor any of their respective employees, is in a relationship of
partnership or agency with CD-DATA. CD-DATA is an independent contractor and is not an
officer, agent, or employee of Licensee, the Assessor or the County.
7. Term of Agreement: The initial term of the GIS Base map Agreement shall be for
one 1) year, commencing on the date it is executed. Thereafter, the GIS Base map Agreement
shall automatically renew for additional one year terms unless terminated by either party, with or
without cause, by giving not less than 60 days' written notice.
8. Notices: All notices desired or required to be given pursuant to this GIS Base
map Agreement shall be in writing and shall be addressed as follows:
Steve Vagnini
Monterey County Assessor
PO Box 570
Salinas, CA 93902
Grant Mulligan
CD-DATA
2330 E. Bidwell Street, Suite 200
Folsom, CA 95630
Either party may, by written notice given to the other, change its mailing address.
9. License Purchase Option: After the initial term and upon termination of this GIS
Base map Agreement by either party, Licensee shall have the right to purchase the most current
County GIS Base map available from CD-DATA Option"). The Option must be exercised in
writing by Licensee within 60 days of termination of this GIS Base map Agreement. The Option
price shall be calculated based on the following: $0.10 per parcel contained on the County GIS
Base map at the time of exercising the Option, multiplied by the number of full or partial years
that have passed since the effective date of this GIS Base map Agreement. The County GIS
Base map shall be delivered to Licensee within thirty 30) days of receipt of full payment by CD-
DATA of the Option price. Upon Licensee's exercise of the Option under this GIS Base map
Agreement, the County GIS Base map in Licensee's possession and the County GIS Base map in
CD-DATA' possession will be treated as separate products under the independent ownership and
control of Licensee and CD-DATA, respectively. All future edits, modifications, derivative
products, or other alterations made through the independent effort and expense of each party to
its own base map will be considered the copyrightable work product of that party and the other
party will have no claim of right or ownership to it.
IT WITNESS WHEREOF, the parties have executed this GIS Base map Agreement as of the
date first written above.
Licensee: Monterey Cn11nt3y use sqr
L
PURLgASING MANAGER
By av rw MONTEREY
Rr r+U 1
CD-DATA
Date: /2- /6T- 24
By:
Page 3 of 3
5-k- CD p oA
BIB]
40732-U01
REVISED-U02
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99896-U03
AI102933-U03
DO103974-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/8/2011-U04
MARCELLAC-U04
16666-U05
9-U06
A.-U07
AUTHORIZE-U07
THE-U07
TERMINATION-U07
OF-U07
THE-U07
GIS-U07
DATA-U07
MAP-U07
LICENSE-U07
AGREEMENT-U07
CD-DATA,-U07
EFFECTIVE-U07
118-ASSESSOR-U08
CAMACHO-U09
MARINA-U09
CAMACHOM-U10
6/6/2011-U011
AUGUST-U012
15,2011;-U012
B.-U012
AUTHORIZE-U012
THE-U012
COUNTY-U012
TO-U012
EXERCISE-U012
THE-U012
OPTION-U012
TO-U012
OBTAIN-U012
THE-U012
FINAL-U012
MAPS-U012
DATA-U012
PURSUANT-U012
TO-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
AGREEMENT-U012
THE-U012
PREDETERMINED-U012
PRICE-U012
OF-U012
$47,909.20-U012
ACCOUNT-U012
001-1930-U012
8137-U012
INF002-GIS)(4/5THS-U012
VOTE-U012
REQUIRED);-U012
C.-U012
AUTHORIZE-U012
THE-U012
COUNTY-U012
ASSESSOR-CLERK-RECORDER-U012
TO-U012
EXECUTE-U012
NECESSARY-U012
DOCUMENTS-U012
TO-U012
FACILITATE-U012
THE-U012
TERMINATION-U012
EXERCISE-U012
THE-U012
OPTION.-U012
REVISED COMPLETED BOARD ORDERb
�Exhibit A"
CD-DATA
7525 Mission Gorge Road, Suite I San Diego, California 92120 619) 265-2586
DATABASE INFORMATION SHARING AGREEMENT
I Parties: The parties to this Database Information Sharing Agreement *Agreement*) are the County of
Monterey *County*) and CD-DATA, a California corporation *CD-DATA*).
2. Recitals: CD-DATA is engaged in the business of providing the storage of data and digitized maps into a
highly compact form. The County, by and through the office of its Assessor, is interested in obtaining storage of the
public information kept by the Assessor's Office in the CD format. Upon the terms and conditions set forth below, CD-
DATA is willing to convert the data presently kept in magnetic tape and map form by the Assessor to CD, and to provide
the Assessor's Office monthly upgrades of such data and scanned images in CD form. CD-DATA shall have the non-
exclusive right to market and sell such data to the public. Now, therefore, the parties agree as follows:
3. Obligations of CD-DATA: Understanding that all maps put into electronic form by CD-DATA are the
property of CD-DATA until such time as the Assessor's Office shall alter them either in form or content CD-DATA
agrees, without charge to the Assessor's Office, oil a monthly basis, upon receipt of data from the Assessor's Office, to
produce a set of CD-ROM discs containing such data and to provide such discs to the Assessor's Office within 15 days
after receipt of data from the Assessor's Office. CD-DATA shall use due diligence to ensure the accuracy of the transfer
of the data to the CD-ROM discs.
4. Obligations of Assessor's Office: The Assessor's Office shall provide CD-DATA monthly magnetic
copies of the Assessor's public database files and I I" x 17" copies of the Assessor's maps, which will be used by CD-
DATA. CD-DATA shall return the magnetic tapes to the Assessor's Office after processing them.
5. Right of CD-DATA to Disseminate Data: CD-DATA shall have the right, on a non-exclusive basis, to
market the information provided by the Assessor's Office. It is further agreed that a portion of the revenue generated from
the sale of data and maps supplied by the county shall be paid to the Assessor's Office within 60 days of the end of the
calendar year. This portion is to be calculated on the following tiered basis: The sum total of twenty percent 20%) of the
first $100,000 in gross annual revenue, plus forty percent 40%) of the second $ 100,000 in gross annual revenue, plus fifty
percent 50%) of all gross annual revenues above $200,000 generated from the sale of maps and information supplied by
the Assessor's Office. In no event shall the Assessor's Office be obligated to make payments of any amount to CD-DATA
under the terms of this agreement.
6. Disclaimer of Partnership or Agency: It is understood and agreed that neither the County nor the
Assessor's Office, nor any of their respective employees, is in a relationship of partnership or agency with CD-DATA.
CD-DATA is an independent contractor and is not an office, agent, or employee of either the Assessor's Office or the
County. CD-DATA agrees to carry and maintain in force at all times general liability insurance, naming the County as an
additional insured on the policy.
7. Term of Agreement: The term of the agreement shall be for one 1) year, commencing on the date it is
executed. After the initial one year term, this agreement shall be automatically renewed annually for periods of one
additional year unless either party provides to the other, in writing, a notice of non-renewal 90 calendar days prior to the
expiration of the current annual period.
follows:
8. Notices: All notices given pursuant to this agreement shall be in writing and shall be addressed as
Joseph Pitta Grant Mulligan
County of Monterey CD-DATA
PO Box 570 7525 Mission Gorge Road, Suite I
Salinas, CA 93902 San Diego, CA 92120
Either party may, by written notice given to the other, change its mailing address.
Page 1 of 2
BIB]
40732-U01
REVISED-U02
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99896-U03
AI102933-U03
DO103974-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/8/2011-U04
MARCELLAC-U04
16666-U05
9-U06
A.-U07
AUTHORIZE-U07
THE-U07
TERMINATION-U07
OF-U07
THE-U07
GIS-U07
DATA-U07
MAP-U07
LICENSE-U07
AGREEMENT-U07
CD-DATA,-U07
EFFECTIVE-U07
118-ASSESSOR-U08
CAMACHO-U09
MARINA-U09
CAMACHOM-U10
6/6/2011-U011
AUGUST-U012
15,2011;-U012
B.-U012
AUTHORIZE-U012
THE-U012
COUNTY-U012
TO-U012
EXERCISE-U012
THE-U012
OPTION-U012
TO-U012
OBTAIN-U012
THE-U012
FINAL-U012
MAPS-U012
DATA-U012
PURSUANT-U012
TO-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
AGREEMENT-U012
THE-U012
PREDETERMINED-U012
PRICE-U012
OF-U012
$47,909.20-U012
ACCOUNT-U012
001-1930-U012
8137-U012
INF002-GIS)(4/5THS-U012
VOTE-U012
REQUIRED);-U012
C.-U012
AUTHORIZE-U012
THE-U012
COUNTY-U012
ASSESSOR-CLERK-RECORDER-U012
TO-U012
EXECUTE-U012
NECESSARY-U012
DOCUMENTS-U012
TO-U012
FACILITATE-U012
THE-U012
TERMINATION-U012
EXERCISE-U012
THE-U012
OPTION.-U012
REVISED COMPLETED BOARD ORDERb
�Exhibit A"
IN WITNESS WHEREOF, the parties have executed this agreement as of the date written below
Dated: 4- 7-
z
COUNTY
By:
Ass ounty o Monterey
APPROVED AS TO FORM:
L~a" z~ &6
CD-DATA, Inc.
ll.c.JiCounty Counsel
By:
Page 2 of 2
BIB]
40732-U01
REVISED-U02
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99896-U03
AI102933-U03
DO103974-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/8/2011-U04
MARCELLAC-U04
16666-U05
9-U06
A.-U07
AUTHORIZE-U07
THE-U07
TERMINATION-U07
OF-U07
THE-U07
GIS-U07
DATA-U07
MAP-U07
LICENSE-U07
AGREEMENT-U07
CD-DATA,-U07
EFFECTIVE-U07
118-ASSESSOR-U08
CAMACHO-U09
MARINA-U09
CAMACHOM-U10
6/6/2011-U011
AUGUST-U012
15,2011;-U012
B.-U012
AUTHORIZE-U012
THE-U012
COUNTY-U012
TO-U012
EXERCISE-U012
THE-U012
OPTION-U012
TO-U012
OBTAIN-U012
THE-U012
FINAL-U012
MAPS-U012
DATA-U012
PURSUANT-U012
TO-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
AGREEMENT-U012
THE-U012
PREDETERMINED-U012
PRICE-U012
OF-U012
$47,909.20-U012
ACCOUNT-U012
001-1930-U012
8137-U012
INF002-GIS)(4/5THS-U012
VOTE-U012
REQUIRED);-U012
C.-U012
AUTHORIZE-U012
THE-U012
COUNTY-U012
ASSESSOR-CLERK-RECORDER-U012
TO-U012
EXECUTE-U012
NECESSARY-U012
DOCUMENTS-U012
TO-U012
FACILITATE-U012
THE-U012
TERMINATION-U012
EXERCISE-U012
THE-U012
OPTION.-U012
REVISED COMPLETED BOARD ORDERb
�Exhibit B"
CD-DATA APPLICATION SOFTWARE LICENSE AGREEMENT WITH MONTEREY
COUNTY
ParceiQuest Online, ParcelQuest, PQ Maps, CD Assessor
This is a license, not a sale. This application software is provided under the following license
which defines what you may do with the software and contains limitations on warranties and/or
remedies.
1. GRANT OF LICENSE. This CD-DATA License Agreement License") permits you to use the CD-DATA
software, Derivatives of GIS Products, and data provided to you by CD-DATA or accessible via a login provided to
you by CD-DATA in the manner set forth herein subject to the permissions granted to you in the attached Database
Information Agreement.
2. TERM OF LICENSE. Except in the case of failure by you to abide by the terms of this License, this License
shall expire upon the termination of the attached Database Information Agreement. In the case of failure by you to
abide by the terms of this License, all rights and privileges granted herein shall be immediately revoked. You must
agree, upon termination, to destroy all copies of the CD-DATA software and data in your possession. The limitation
of warranties and liability set out below shall continue in full force even after termination.
3. RESTRICTIONS ON USE. Under no circumstances may you redistribute, sell, or publish the software or any of
its contents, export more than 5,000 records in whole or in part per month from any database distributed with the
software, perform automated database searches, or utilize any data and/or images provided with the software for use
with any other commercial application(s) for sale or distribution, without the written permission of CD-DATA. Nor
may you use the software and/or data, or make copies of it, except as permitted in this License. This License is
granted on the strict conditions that you will employ all reasonable means to ensure that no unlicensed person or
entity installs or uses this software, nor allow anyone deemed to be in conflict with the interests of CD-DATA to
have access to this software.
4. COPYRIGHT. This Software including software, any images, data, photographs, animations, video, audio,
music, and text incorporated into, accessible with, or provided for use with the software) is owned or licensed by
CD-DATA and is protected by the United States copyright laws and international treaty provisions. The copyright
and all other rights to the software shall remain with CD-DATA and its licensors. No part of the software may be
sold, licensed, leased, duplicated, transferred or in any other manner commercially exploited except with the express
written consent of CD-DATA. You agree to take reasonable measures to ensure that such unauthorized use is not
achieved. You may not copy the printed materials accompanying the software, nor print copies of any user
documentation provided in online" or electronic form.
5. OTHER RESTRICTIONS/COMPLIANCE WITH LAWS. You may not reverse engineer, decompile, or
disassemble the software, except to the extent that the foregoing restriction is expressly prohibited by applicable
law. You shall use the data and images in accordance with the law. You shall not post on the Internet the home
address or telephone number of any elected or appointed official without first obtaining the written permission of
that individual, and you shall not knowingly post on the Internet, or host or provide service to an Internet Web site
that posts, or disclose, the home address or telephone number of any elected or appointed official, or of the official's
residing spouse or child, in violation of California Government Code Section 6254.21. You shall not use the data
contained in or accessible via this software with an intent to cause bodily harm or to threaten bodily harm to any
person. You agree to indemnify, defend and hold harmless CD-DATA and its employees from and against all
liabilities, claims, damages, costs, losses, and expenses, including attorney's fees and costs and expenses of
litigation or arbitration, of every kind and nature, resulting from your failure to use the data and images in
accordance with the law and this provision.
6. LIMITED WARRANTY. CD-DATA warrants that the software will perform substantially in accordance with
the accompanying printed materials for a period of ninety 90) days from the date of receipt. Any implied
BIB]
40732-U01
REVISED-U02
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99896-U03
AI102933-U03
DO103974-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/8/2011-U04
MARCELLAC-U04
16666-U05
9-U06
A.-U07
AUTHORIZE-U07
THE-U07
TERMINATION-U07
OF-U07
THE-U07
GIS-U07
DATA-U07
MAP-U07
LICENSE-U07
AGREEMENT-U07
CD-DATA,-U07
EFFECTIVE-U07
118-ASSESSOR-U08
CAMACHO-U09
MARINA-U09
CAMACHOM-U10
6/6/2011-U011
AUGUST-U012
15,2011;-U012
B.-U012
AUTHORIZE-U012
THE-U012
COUNTY-U012
TO-U012
EXERCISE-U012
THE-U012
OPTION-U012
TO-U012
OBTAIN-U012
THE-U012
FINAL-U012
MAPS-U012
DATA-U012
PURSUANT-U012
TO-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
AGREEMENT-U012
THE-U012
PREDETERMINED-U012
PRICE-U012
OF-U012
$47,909.20-U012
ACCOUNT-U012
001-1930-U012
8137-U012
INF002-GIS)(4/5THS-U012
VOTE-U012
REQUIRED);-U012
C.-U012
AUTHORIZE-U012
THE-U012
COUNTY-U012
ASSESSOR-CLERK-RECORDER-U012
TO-U012
EXECUTE-U012
NECESSARY-U012
DOCUMENTS-U012
TO-U012
FACILITATE-U012
THE-U012
TERMINATION-U012
EXERCISE-U012
THE-U012
OPTION.-U012
REVISED COMPLETED BOARD ORDERb
�Exhibit B"
warranties on the software are also limited to ninety 90) days. Some states/jurisdictions do not allow limitations on
duration of an implied warranty, so the above limitation may not apply to you.
7. CUSTOMER REMEDIES. CD-DATA's entire liability and the entire liability of any licensors contributing data
to the software, and your exclusive remedy shall be, at CD-DATA's option, either a) return of the price paid or b)
repair or replacement of the software that does not meet CD-DATA's Limited Warranty and that is returned to CD-
DATA with a copy of your receipt. This Limited Warranty is void if failure of the software has resulted from
accident, abuse, or misapplication. Any replacement will be warranted for the remainder of the original warranty
period or thirty 30) days, whichever is longer.
8. NO OTHER WARRANTIES with the exception of paragraph 6, above. To the maximum extent permitted by
applicable law, CD-DATA and the licensors contributing to the software disclaim all other warranties, either express
or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose,
with respect to the software and the accompanying written materials. This limited warranty gives you specific legal
rights. You may have others, which vary from state/jurisdiction to state/jurisdiction.
9. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent permitted by applicable law, in
no event shall CD-DATA or the licensors contributing to the software be liable for any damages whatsoever
including, without limitation, damages for loss of business profits, business interruption, loss of business
information, or other pecuniary loss) arising out of the use or inability to use this software, even if CD-DATA or the
licensors have been advised of the possibility of such damages.
10. ASSIGNMENT. You may not assign or otherwise transfer this License to anyone, without CD-DATA'S prior
written consent.
11. COMPLETE AGREEMENT. This License and Database Information Agreement is the complete agreement
between the parties, which supercedes and merges all prior understandings or agreements, whether oral or written,
between the parties relating to use of the software.
12. NO WAIVER. The waiver or failure of a party to exercise any right provided for herein shall not be deemed a
waiver of any further right under this License.
13. SEVERABLE. If any provision of this License is invalid, illegal, or unenforceable under any applicable statute
or law, it is to that extent to be deemed omitted. The remainder of this License shall remain valid and enforceable to
the maximum extent possible.
14. GOVERNING LAW AND JURISDICTION. The parties understand that the License and the resolution of any
dispute related to the License shall be governed under the laws of the State of California. without giving effect to
any principles of conflicts of law. Any legal action or proceeding for injunctive relief relating to the License shall
be brought exclusively in a federal or state court of competent jurisdiction in the State of California, Monterey
County.
15. ATTORNEYS FEES. In the event that legal action, arbitration or any other proceeding legal, equitable,
administrative or otherwise) is instituted by any party to this License to enforce or interpret the provisions of this
License, the prevailing party shall be entitled to recover reasonable costs and expenses, including actual attorneys'
fees, from the non-prevailing party.
If you have any questions regarding this agreement, please contact CD-DATA by Email or in writing at:
CD-DATA
2330 East Bidwell Street, Suite 200
Folsom, CA 95630
sales cd-data.com
BIB]
40732-U01
REVISED-U02
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99896-U03
AI102933-U03
DO103974-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/8/2011-U04
MARCELLAC-U04
16666-U05
9-U06
A.-U07
AUTHORIZE-U07
THE-U07
TERMINATION-U07
OF-U07
THE-U07
GIS-U07
DATA-U07
MAP-U07
LICENSE-U07
AGREEMENT-U07
CD-DATA,-U07
EFFECTIVE-U07
118-ASSESSOR-U08
CAMACHO-U09
MARINA-U09
CAMACHOM-U10
6/6/2011-U011
AUGUST-U012
15,2011;-U012
B.-U012
AUTHORIZE-U012
THE-U012
COUNTY-U012
TO-U012
EXERCISE-U012
THE-U012
OPTION-U012
TO-U012
OBTAIN-U012
THE-U012
FINAL-U012
MAPS-U012
DATA-U012
PURSUANT-U012
TO-U012
THE-U012
TERMS-U012
OF-U012
THE-U012
AGREEMENT-U012
THE-U012
PREDETERMINED-U012
PRICE-U012
OF-U012
$47,909.20-U012
ACCOUNT-U012
001-1930-U012
8137-U012
INF002-GIS)(4/5THS-U012
VOTE-U012
REQUIRED);-U012
C.-U012
AUTHORIZE-U012
THE-U012
COUNTY-U012
ASSESSOR-CLERK-RECORDER-U012
TO-U012
EXECUTE-U012
NECESSARY-U012
DOCUMENTS-U012
TO-U012
FACILITATE-U012
THE-U012
TERMINATION-U012
EXERCISE-U012
THE-U012
OPTION.-U012
REVISED COMPLETED BOARD ORDERb
�Exhibit C"
GIS DATA USE AGREEMENT
1. DEFINITIONS
The capitalized terms used in this document shall have the following meanings:
AGREEMENT" is the Database Information Agreement between COUNTY and CD-DATA.
COUNTY" is the County of Monterey, a political subdivision of the State of California.
USER" is CD-DATA Inc., a California Corporation.
PRODUCT" means County GIS Database.
DERIVATIVE" means CD-DATA developed GIS Products as defined in paragraph 2 of the Terms and
Conditions portion of the Addendum.
2. NON-EXCLUSIVE USE GRANT
A. COUNTY is the designer, developer, and rightful owner of the copyrighted PRODUCT and shall retain
all rights, title, interest, and copyright in the PRODUCT.
B. COUNTY hereby authorizes USER to create a DERIVATIVE(s) of the PRODUCT by compiling,
arranging, selecting, and formatting the PRODUCT, or the information and data contained within the PRODUCT, in
electronic form.
C. COUNTY hereby authorizes USER to market, license, or sell the DERIVATIVE created pursuant to
paragraph B, in conjunction with data management software or as raw data to third parties, subject to terms and
conditions determined solely by USER.
D. USER shall not sell, market, transfer, assign, or license the PRODUCT to any third party, post the
PRODUCT or otherwise make the PRODUCT available over the Internet, or make any other use of the PRODUCT
not specifically set forth herein. This paragraph shall not relate to the DERIVATIVE.
3. TERM
A. If USER fails to comply with any of the terms and conditions provided herein, COUNTY may at its
option, and in addition to any other remedies that it may be entitled to, terminate this Use Agreement and require
USER to return the PRODUCT to COUNTY or destroy all copies of the PRODUCT, as directed by COUNTY in
writing.
B. USER's right to sell, market, transfer, assign, or license to any third party DERIVATIVE shall survive
termination of this AGREEMENT, whether this AGREEMENT is terminated by COUNTY or by USER, and
whether this AGREEMENT is terminated with or without cause.
4. ASSIGNMENT
No interest herein may be assigned or transferred, in whole or in part, without the prior written consent of
COUNTY and any attempt to do so shall be a material breach of the AGREEMENT and shall render such
assignment null and void.
5. LIMITATION OF LIABILITY
COUNTY shall not be liable for any activity involving the installation of the DERIVATIVE, its use, nor
the results obtained from such use. IN NO EVENT SHALL COUNTY BE LIABLE TO USER OR ITS
CUSTOMERS OR END USERS FOR ANY DAMAGE WHATSOEVER INCLUDING, BUT NOT LIMITED
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TO, ANY DAMAGES FOR LOST PROFITS OR LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF
DATA, LOSS OF USE OF SOFTWARE, CLAIMS BY THIRD PARTIES, OR SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
DERIVATIVE OF THE PRODUCT CREATED BY USER, EVEN IF COUNTY HAS BEEN ADVISED OF THE
POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
6. DISCLAIMER OF WARRANTY
NEITHER COUNTY NOR ITS SOURCES OF INFORMATION GUARANTEE OR WARRANT THE
ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OF THE INFORMATION CONTAINED IN THE DERIVATIVE AND SHALL NOT
BE LIABLE TO USER FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED IN WHOLE OR IN
PART BY THE ACTS OR OMISSIONS OF THE COUNTY, ITS PERSONNEL, CONSULTANTS, OR
SOURCES OF INFORMATION, WHETHER NEGLIGENT OR OTHERWISE, IN PROCURING, COMPILING,
COLLECTING, INTERPRETING, REPORTING, COMMUNICATING OR DELIVERING THE INFORMATION
CONTAINED IN THE PRODUCT. THE COUNTY IS PROVIDING THE PRODUCT TO USER WITHOUT
ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE PRODUCT IS PROVIDED AS
IS.,,
7. INDEMNIFICATION
USER agrees to defend, indemnify, and hold COUNTY harmless from and against any loss, cost, damage
or expense, including reasonable attorneys' fees, as set forth in paragraph 6 of the Terms and Conditions portion of
the Database Information Agreement.
BIB]
40732-U01
REVISED-U02
COMPLETED-U02
BOARD-U02
ORDER-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99866-U03
AS99892-U03
AS99896-U03
AI102933-U03
DO103974-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/8/2011-U04
MARCELLAC-U04
16666-U05
9-U06
A.-U07
AUTHORIZE-U07
THE-U07
TERMINATION-U07
OF-U07
THE-U07
GIS-U07
DATA-U07
MAP-U07
LICENSE-U07
AGREEMENT-U07
CD-DATA,-U07
EFFECTIVE-U07
118-ASSESSOR-U08
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MARINA-U09
CAMACHOM-U10
6/6/2011-U011
AUGUST-U012
15,2011;-U012
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