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DS Source Code Sharing AgreementSOURCE CODE SHARING AGREEMENT This Source Code Sharing Agreement, hereinafter referred to as "Agreement," is made and entered into this J— day of uWMjjg Z, 2016, between County of Marin and City of San Rafael (collectively, the "Parties" and individually a "Party"). THE PURPOSE OF THIS AGREEMENT is to provide for the sharing of the DMV Access application source code, software, scripts, database queries, compiled executables or libraries, documentation and customization or configuration code and related items, all of which are hereinafter referred to as "Code." THEREFORE, IT IS MUTUALLY AGREED THAT: Section 1. STATEMENT OF WORK 1.1. Upon proof that City of San Rafael is authorized to access DMV information, Marin County, as Licensor, may in good faith grant non- exclusive licenses without charge to City of San Rafael, as Licensee, to install, use, and modify for Licensee's own purposes Code produced by Licensor. 1.2 Licensee agrees that any enhancements made by Licensee to Code obtained under this Agreement will be made available without charge to Marin County. Section 2. PERIOD OF PERFORMANCE The period of performance of this Agreement shall commence on the date Marin County and the City of San Rafael enter into this Agreement, as shown above, and shall continue indefinitely unless otherwise terminated as described below. Section 3. PAYMENT There is no exchange of compensation for Licensor and Licensee to participate in this Agreement. Consideration for each Party is in the form of providing a general benefit to either Party in accordance with the respective obligations and promises of each Party set forth herein. However, the Parties agree that should Licensee request consultation or assistance from Licensor related to the implementation of the software, Licensee shall pay Licensor $98 per hour for such services. Upon request and performance of such services, Licensor shall invoice Licensee for services, and Licensee shall remit full payment of the invoice within thirty days of the invoice. y --3- lP 2:4-� Section 4. OWNERSHIP OF WORK Licensee acknowledges and agrees that Code and any derivatives thereof obtained under this Agreement are and shall remain the exclusive intellectual property of the Licensor. Any modifications or improvements made to the Code by Licensee shall be made available to Licensor free at no cost upon request. Licensor is free to sell and/or license its respective Code to third Parties outside this Agreement. Section 5. TERMS OF LICENSES Licensee agrees to use Code received under this Agreement only for its own internal purposes. Licensor grants Licensee the rights to make derivative works, update, modify, copy, and otherwise reproduce Code and accompanying documentation. Licensee shall not sell, license, distribute, share, or give away Code or accompanying documentation to any person or entity without prior express written authorization from Licensor. Notwithstanding any other provision in this Agreement, if Licensee violates this Terms of Licenses provision, including breach of any confidential obligations or licensing restrictions, Licensor may immediately pursue any appropriate remedies provided by California or federal law. Section 6. WARRANTY Licensee accepts all Code received under this Agreement in an "as is" condition and understands that Licensor makes no warranties or representations, express or implied, relating to the Code's functionality, reliability, or fitness for any particular purpose. Licensor represents and warrants that it is the sole owner of Code and that Licensee's installation and use of Code and the accompanying documentation obtained under this Agreement will not infringe upon any copyright, patent, trademark, or other intellectual property right worldwide or violate or misappropriate any third Party's trade secret, contract, confidentiality or other rights worldwide. Section 7. HOLD HARMLESS Licensee hereby agrees to indemnify, defend, and hold harmless Licensor and its officials, officers, agents, volunteers, and employees from any and all first and/or third Party claims, demands, lawsuits, liability, loss, damages, injury, and/or liability, direct or indirect, including any and all expenses in connection therewith), including attorney's fees, occurring or resulting to any and all persons directly arising out of or connected with the use by Licensee of certain software or Code created by Licensor. This provision shall survive the termination, expiration, or cancellation of this Agreement. 7 Licensee further waives all claims against Licensor, its officials, officers, employees, volunteers, volunteers, and agents, by Licensee or its officers, officials, employees, or agents, arising from this Agreement, for damages, loss, injury, and/or liability, direct or indirect, resulting from use by Licensee of the software or Code created by Licensor. This provision shall survive the termination, expiration, or cancellation of this Agreement. Section 8. TECI INICAL SUPPORT/TRAINING Licensor is not responsible for providing technical support or training to Licensee's staff regarding the installation or use of Code licensed under this Agreement. Section 9. INDEPENDENT CAPACITY The employees or agents of each Party who are engaged in the performance of this Agreement shall continue to be employees or agents of that Party and shall not be considered for any purpose to be employees or agents of any other Party to this Agreement. Section 10. AGREEMENT ALTERATIONS AND AMENDMENTS This Agreement may be amended by mutual agreement of all Parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the Parties. Section 11. TERMINATION Either Party may terminate this contract for any reason upon 60 days' notice to the other Party. If for any cause a Party does not fulfill in a timely and proper manner its obligations under this Agreement, or if a Party violates any of these terms and conditions, the aggrieved Party will give the responsible Party written notice of such failure or violation. The responsible Party will be given the opportunity to correct the violation or failure within five working days. If the failure or violation is not corrected within 30 days from notice, this Agreement may be terminated by Licensor. Unless otherwise agreed to by written amendment of this contract, upon termination of this Agreement Licensee will destroy all copies of the software and any supporting documentation in its control. Section 12. GOVERNANCE This Agreement is entered into pursuant to and under the authority granted by the laws of the State of California and any applicable federal laws. The provisions of this Agreement shall be construed to conform to those laws. Venue shall be in Marin County. 3 Section 13. ASSIGNMENT No Party shall assign or transfer its rights, benefits, or obligations under this Agreement without the prior written consent of the other Parties. Section 14. WAIVER A failure by a Party to exercise its right under this Agreement shall not preclude that Party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement unless stated to be such in a writing signed by an authorized representative of the Party and attached to the original Agreement. Section 15. SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remainder conforms to the requirements of applicable law and the fundamental purpose of this Agreement, and to this end the provisions of this Agreement are declared to be severable. Section 16. ALL WRITINGS CONTAINED HEREIN This Agreement contains all the terms and conditions agreed upon by the Parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the Parties hereto. Section 17. CONTRACT MANAGEMENT Each Party shall designate a program manager who shall be responsible for and shall be the contact person for all communications regarding the performance of this Agreement. Licensor's program manager is Lynn Say, Principal Systems Analyst and the contact information is (415) 473-6305. The program manager for Licensee is Gus Bush, its Information Technology Manager and the contact information for Licensee is (415) 458-5302. 4 IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement on the dates set forth below. By their signatures below, each signatory represents that he/she has the authority to execute this Agreement and to bind the Party on whose behalf his/her execution is made. Dated: Licensor: Charlie Haase Chief Information Officer Marin County Dated: Licensee City of San Rafael: "fifjw� s M. Schut ity Manager ATTEST: Esther Beirne, City Clerk APPROVED AS TO FORM: Robert F. Epstein, Ci A dr9ey Laraine Gittens From: Gus Bush Sent: Tuesday, October 25, 2016 4:15 PM To: Laraine Gittens Subject: Code Sharing Agreement with Marin County Hi Laraine, I am needing CA review of a new agreement with Marin County's IT office to allow us to receive and use a copy of some software they've developed. My counterpart at Marin County sent me their standard form that they use for this sort of thing, and I adjusted it to include our names and dates. Since it's their format and process, they'd like to have our approving authority sign the document and send back to them for their executive to countersign. I can hold onto a copy on this end, just in case, and then file the final version with the City Clerk when I receive it back from them. Please advise, though, if you folks recommend any changes to the process (as well as the document). The draft agreement and a contract routing form are saved for CA review at T:\CITY—ATTORNEY\IT Contracts\Marin County Code Sharing. Please let me know if you need anything else. Thanks, Gus Bush IT Manager City of San Rafael 1400 Fifth Avenue San Rafael CA 9490 office: 415-458-5302 Qual 2 —Fy! CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: IT Project Manager: Gus Bush Extension: 5302 Contractor Name: Marin County IST Contractor's Contact: Scott Armstrong Contact's Email: sarmstrong@marincounty.org ❑ FPPC: Check if Contractor/Consultant must file Form 700 - - r Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor N/A ❑ GB b. Email contract (in Word) & attachments to City 10/25/2016 Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 10/28/2016 ® LAG and return to Project Manager 10/28/2016 ® LAG b. Confirm insurance requirements, create Job on N/A PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to N/A ® GB contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement ® N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ® GB Public Works Contract > $125,000 Click here to Date of Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement + 7 City Attorney Review and approve insurance in PINS, nd bonds �d 1 (for Public Works Contracts) N�h 8 City Manager/ Mayor I Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager _ i l� lb �� -.