|
<br /> 111. Approved Consultants may load and use the GIS Data on the
<br /> Approved Consultant's own computer equipment and may
<br /> distribute to the HBPOA Created Items for the HBPOA Projects.
<br /> Approved Consultants shall follow the security standards as set
<br /> forth in the NDA.
<br /> D. Term. The license under this Agreement shall be effective from the date of
<br /> the City's delivery of the GIS Data to the HBPOA and shall continue in effect
<br /> so long as the HBPOA is not in breach of this Agreement.
<br /> E. Format. The City shall provide the HBPOA the GIS Data in a digital format.
<br />2. Disclaimer. GIS Data is complex and time sensitive and may contain non-
<br />conformities, defects, errors, and omissions. The City makes no warranty whatsoever,
<br />whether expressed or implied, as to the accuracy, completeness, value, quality, legality,
<br />validity, title, merchantability, suitability, condition, or fitness for a particular purpose of
<br />the GIS Data or any programming used to obtain or store the data, or as to whether the
<br />GIS Data is error-free, up-to-date, complete, based upon accurate or meaningful facts,
<br />free from computer viruses, or that non-conformities, defects, errors or omissions shall be
<br />detected or corrected. The GIS Data is provided "as is", and in no event shall the City be
<br />held liable for damages resulting from the use of the GIS Data, damage to information or
<br />equipment which results from the transfer of data from one medium to another, or the
<br />inadequacy of the GIS Data. The City assumes no liability for any damages or loss
<br />arising from the use of the GIS Data, regardless of whether any claim is based on contract
<br />or tort, for any special, consequential, indirect or incidental damages, including, but not
<br />limited to lost profits, arising out of or in connection with this Agreement or the services
<br />performed in connection with this Agreement.
<br />3. Indemnification. The HBPOA shall indemnify and hold harmless the City and its
<br />officers, agents, and employees from, and, if requested, shall defend them against any and
<br />all tangible and intangible loss, damage, injury, liability, and claims thereof for injury to
<br />or death of a person, or loss of or damage to property, resulting directly from the
<br />HBPOA's or HBPOA's agents' use of the GIS Data under this Agreement, except to the
<br />extent that such indemnity is void or otherwise unenforceable under applicable law in
<br />effect on the date of this Agreement, and except where such loss, damage, injury, liability
<br />or claim is the result of the willful misconduct or sole active negligence of the City and is
<br />not contributed to by any act of, or by any omission to perform some duty imposed by
<br />law or agreement on the City, its officers, agents, or employees.
<br />4. Notices. All notices herein required shall be in writing and shall be sent by certified
<br />or registered mail, postage prepaid, addressed as follows:
<br /> To HBPOA: To City:
<br /> General Manager City Manager
<br /> Hacienda Business Park Owners Ass'n City of Pleasant on
<br /> 4473 Willow Road, Suite 105 P.O. Box 520
<br /> Pleasanton, CA 94588 Pleasanton, CA 94566
<br />Geographic Information System Data Sharing License Agreement 3
<br />
|