HomeMy WebLinkAbout97-201 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON
BY-LAW 97-201
Being a By-law to authorize an agreement between the
Corporation of the Municipality of Clarington and SHL
Systemhouse Inc., Ottawa, Ontario for the purchase of
Geographic Information System Software and Applications.
THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON HEREBY
ENACTS AS FOLLOWS:
1. THAT the Mayor and Clerk are hereby authorized to execute, on behalf of the
Corporation of the Municipality of Clarington with the Corporation Seal, a contract
between SHL Systemhouse Inc. and said Corporation.
2. THAT the contract attached hereto as Schedule "A" form part of this By-law.
By-law read a first and second time this 29th. day of September, 1997.
By-law read a third time and finally passed this 29th day of September, 1997.
ayor f,
erk `'
PRODUCTS LICENSE
BETWEEN:
TERANET LAND INFORMATION SERVICES INC.
("Teranet")
- and-
CORPORATION OF THE MUNICIPALITY OF
CLARINGTON
("Municipality")
BACKGROUND:
1. The Municipality wants to acquire use of a digital map of the Municipality of Clarington
and other related products and services.
2. Teranet has agreed to grant the Municipality a license and the right to Sub-License use of
such digital map, products and services, under a perpetual non-exclusive license to agencies and
boards identified herein.
The Municipality and Teranet, for good and valuable consideration (the receipt and sufficiency
of which is hereby acknowledged), hereinafter agree as follows:
1. DEFINITIONS
In this Agreement, the following terms shall have the following meanings:
"Agreement" means this agreement, all attachments to this agreement and all instruments
supplemental hereto or in amendment or confirmation hereof,
"Area"means the area identified in Schedule A showing the coverage of the Database;
"Business Day" means any day, other than a Saturday, Sunday, a day on which the principal
banker of Teranet at its head office in the City of Toronto is not open for business, or a day on
which the Municipality of Clarington is not open for business;
"Consultant" means consultants, contractors, suppliers or agents of the Licensee;
"Correlation Table" means a table on computer diskette in digital format which links the
Database unique property identification number and the Ministry of Finance Ontario Assessment
System assessment roll number for the Area;
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"Complete Delivery" means the receipt of the entire Database extracted from Teranet's GIS
Environment and the entire Correlation Table by the Municipality.
"Database"means the digital property map database for the Area as more particularly described
in the Reference Guide and includes the Updates;
"Derivative Products" means digital products that are created by the use or changing of the
Products by the Licensee through the addition of data to the Products or extraction, modification
or deletion of data in the Products;
"License"means that Products license granted in Section 3.1 of this Agreement;
"Licensee"means the Municipality during the effective term of the License and the Municipality
and its permitted Sub-Licensees;
"Maintenance Period" means the period of time commencing on execution of the Agreement
and ending five years after the date of the first Complete Delivery;
"MCCR"means the Ontario Ministry of Consumer and Commercial Relations;
"Property Identification Number" or "PIN" means the unique nine digit POLARIS system
Identification Number for a property in the POLARIS system;
"Products"means the Database, Update(s) and any other product or service provided by Teranet
to the Licensee hereunder;
"Reference Guide" means Reference Guide to Teranet's Data Products containing the sections
called Property Map Overview and Property Map Data Descriptions together with any
amendments made to these sections of such reference guide during the term of this Agreement;
"Municipality"means the Corporation of the Municipality of Clarington, 40 Temperance Street,
Bowmanville, Ontario, L1C 3A6. or any successor in interest of the Municipality howsoever
created, whether by government regulation, amalgamation or otherwise;
"Sub-Licensees"means the boards and agencies identified in Schedule B; and
"Update(s)" means data delivered during the Maintenance Period and used to maintain the
currency of the Database and which data is a replacement of the Database for the part of the
Area, which has been delivered to the Municipality by Teranet.
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2. SCHEDULES
The following schedules are incorporated in and form part of this Agreement:
Schedule A: Production Area and Database Coverage;
Schedule B: Boards and Agencies;
Schedule C: Production and Delivery Schedules;
Schedule D: Products Guidelines;
Schedule E: Notifications;
Schedule F: License Fees;
Schedule G: Notices, Invoices and Delivery; and
Schedule H: Sub Licensee Acknowledgement.
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3. PRODUCTS LICENSE
3.1 License. Teranet hereby grants to the Municipality a license to use the Products as
specified and upon the terms and conditions as set out in this Agreement. The Municipality has a
non-exclusive, perpetual license to use the Products, including without limitation, the right to
copy, translate, adapt,publish, distribute, market and create Derivative Products and Sub-License
the Products in any format, without accounting to Teranet, except only as otherwise expressly
stated in this Agreement.
4. PRODUCTS SUB-LICENSE
4.1 Products Sub-License. The Municipality may grant a Sub-Licensee a sub-license to use
the Products as specified herein upon the terms and conditions set out in this Agreement.
4.2 Terms and Conditions of Products Sub-License. It shall be a term of any sub-license
that the Sub-Licensees shall be bound by and abide by the terms and conditions of this
Agreement. The Municipality shall give Teranet written notice of any sub-license granted by the
Municipality under Section 4.1 and any amendments made thereto, within 30 days of the date of
grant thereof by the Municipality.
5. LICENSE RESTRICTIONS
5.1 Products License Restrictions. During the Maintenance Period and for six months after
the expiry of the Maintenance Period, the Licensee:
(a) may not use, copy, translate, adapt, extract data from the Products or create
Derivative Products otherwise than for municipal business activities, affairs or
purposes internal to the Licensee;
(b) may not publish, distribute or market the Products or Derivative Products;
(c) may not use the Products and Derivative Products in a computer service or time
sharing business, except as otherwise provided in this Agreement;
(d) may not tamper with the Products through attempts to translate, reverse engineer,
decompile, disassemble, modify or merge the Products with any other system or
product;
(e) except as otherwise expressly provided for in this Agreement, may not transfer,
license, sub-license, sell, assign or otherwise transfer, voluntarily or by operation
of law or otherwise, its rights to the Products or Derivative Products without
Teranet's prior written consent; and
(f) may not under any circumstances, directly or indirectly provide access to the
Products to the public, except as expressly provided for in Section 5.3 and 5.4.
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5.2 Reproduction of Documentation. The Licensee may not, at any time, make copies of
any documentation or manuals delivered to the Licensee in connection with this
Agreement.
5.3 Paper Products. The Municipality and/or Sub-Licensee may, subject to copyright
publish, distribute and market paper products that are generated from use of the Products
or Derivative Products.
5.4 Computer Services. Subject to notice of copyright and restrictions set out in Section
5.2, the Municipality or an authorized Sub-Licensee can create and distribute a view of
Derivative Products extracted from the Products in a raster read only format through an
Internet secured browser.
5.5 Products Change. No change to the Products by the Licensee in creating Derivative
Products, however extensive, shall affect or negate the title of Teranet or Teranet's
suppliers in the Products or any component thereof incorporated into the Derivative
Products.
5.6 Acknowledgment. A great deal of effort, analysis and selection have gone into creating
the Products, and copyright and trade secret rights reside in the Products. All right, title
and interest in and to the Products remain solely with Teranet or Teranet's suppliers. The
Products shall remain and shall be deemed to be the property and information of Teranet
or Teranet's suppliers, whether or not any portion thereof is protected by copyright.
5.7 Consultants. During the Maintenance Period, where a Consultant is providing services
directly to the Licensee or an authorized Sub-Licensee and such Consultant requires
access to the Products and/or Derivative Products on a project specific basis, the Licensee
or an authorized Sub-Licensee may grant access to such Consultant to the Products and
Derivative Products,provided that each Consultant is notified in writing that the Products
and Derivative Products are only to be used for that specific project, subject to the
restrictions contained in this Agreement. During the Maintenance Period and at all times
thereafter, the Consultant shall covenant in writing to take all reasonable efforts to protect
and keep confidential all of Teranet's trade secrets and other confidential information and
shall not, at any time, directly or indirectly, disclose (except to a person with a need to
know in connection with the performance by the Consultant of the services and who is
under a similar obligation not to disclose) or use for any purpose (except as reasonably
required in connection with the performance by the Consultant of the services) such
confidential information of Teranet.
5.8 Land Developers. During the Maintenance Period, where a land developer is preparing
a development application submission to the Licensee or an authorized Sub-Licensee and
such land developer requires access to the Products and/or Derivative Products on a
project specific basis, the Licensee or an authorized Sub-Licensee may grant access to
such land developer to the Products and Derivative Products, provided that each land
developer is notified in writing that the Products and Derivative Products are only to be
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used for that specific project, subject to the restrictions contained in this Agreement.
During the Maintenance Period and at all times thereafter, the land developer shall
covenant in writing to take all reasonable efforts to protect and keep confidential all of
Teranet's trade secrets and other confidential information and shall not, at any time,
directly or indirectly, disclose (except to a person with a need to know in connection with
the performance by the land developer of the services and who is under a similar
obligation not to disclose) or use for any purpose (except as reasonably required in
connection with the performance by the land developer of the services) such confidential
information of Teranet.
5.9 Effect of Legislation. It is recognised that the Province may undergo a review of the
structure of municipal government and that the enactment of legislation may have direct
implications on the transactions set out in this Agreement. As a direct result of such
legislation, the new successor municipality or other governmental body shall assume and
perform all obligations of the Municipality hereunder.
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6. PAYMENTS AND TERM
6.1 Products Fees. The Municipality shall pay the Products license fee to Teranet as set out
in Schedule F for the Products license granted herein.
6.2 Taxes. All payments, charges and fees set out in this Agreement do not include any
federal or provincial sales, personal property or similar tariffs or government charges,
taxes or any other taxes or duties whether presently in force or imposed in the future and
any such taxes or duties shall be in addition to such amounts.
6.3 Term.
(a) At the end of the Maintenance Period, the Municipality shall have the right, at its
option, to:
(i) renew the Maintenance Period for an additional period of three years, by
delivering written notice of such renewal to Teranet, at least three months prior to
the expiration of the Maintenance Period;
(ii) terminate the Maintenance Period by paying, in advance, the License Fees
for an three additional year period. If the Municipality chooses the option in this
subsection (ii), the provisions of Section 5.1 shall expire six months after the
payment of the three year's of License Fees, provided that all other terms and
conditions of this Agreement remain in full force and effect.
(b) The amount to be paid by the Municipality, as the Products license fee for the
renewal term shall be at then current license fees charged by Teranet.
(c) Teranet agrees that, notwithstanding the provisions of this Section 6.3, at any time
during the eight year period from the Completion Date, the Municipality shall be
entitled to accelerate the expiration of the provisions of Section 5.1 by paying, in
advance, the license fees for the remaining possible renewal terms up to a
maximum Maintenance Period of eight years from the Completion Date. The
provisions of Section 5.1 shall then expire six months after the payment by the
Municipality of the advance License Fees.
7. COPYRIGHT
7.1 Recognition of Copyright. The Licensee shall reproduce in the Derivative Products any
copyright or other proprietary or limitation of liability notices of Teranet or its suppliers
as marked on any part of the Products and on all full or partial digital copies of the
Products. Where paper maps and other hard copy products are produced using the
Products or Derivative Products, the notifications in Schedule E shall faithfully be placed
thereon. The copyright and all other right, title and interest in the Products, other than
those expressly provided herein, shall at all times remain with Teranet or its suppliers, as
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the case may be. The Licensee shall not limit or derogate from the scope of the notices of
Teranet or its suppliers on the Products as set out in Schedule E.
8. CONFIDENTIALITY
8.1 Protecting Confidentiality. The Licensee shall take all reasonable precautions against
any material or information provided to it by Teranet being used, accessed or acquired by
any unauthorized person or persons. The Licensee and Teranet acknowledge that this
Agreement and the confidentiality of any material or information provided to the
Licensee under this Agreement may be subject to the provisions of the Municipal
Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. M. 56, as
amended. For the purposes of that Act and, in particular, Sections 10 and 11 thereof,
Teranet and the Licensee agree that disclosure of this Agreement, the Database or the
Products could reasonably be expected to significantly prejudice the competitive position
of Teranet in the marketplace or interfere significantly with other contractual negotiations
of Teranet. In the event that a request for all or part of the Products is made to a Licensee
pursuant to this Act, such Licensee will give written notice of such a request to Teranet
and cooperate with Teranet in dealing with such a request.
9. DELIVERY AND ACCEPTANCE
9.1 Database. Teranet will deliver the Products to the Municipality in accordance with the
production and delivery schedule in Schedule C.
9.2 Review. The Municipality shall be entitled to a 90 day period from the date of delivery
of the Database, or a part thereof, to review and evaluate the Database. Should the
Database not meet the requirements set out in Schedule D, the Municipality shall provide
Teranet with a written notice stating the particulars of the non-compliance within the
applicable 90 day period.
9.3 Correction. Where Teranet receives a notice from the Municipality under Section 9.2,
Teranet and the Municipality shall agree to a schedule for correcting or modifying the
Database or part thereof. Notwithstanding, Teranet's sole obligation under this section
shall be to correct or modify the Database to comply with the requirements of Schedule
D.
9.4 Adjustment. Where the Database, or part thereof, rejected under Section 9.2 is not
corrected or modified by Teranet, employing its best efforts, to the reasonable satisfaction
of the Municipality within the prescribed period, the Municipality shall have the option
of:
9.4.1 rejecting and returning the Database in its entirety without keeping a copy,
receiving a refund of the applicable licenses and terminating the Products license;
or
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9.4.2 accepting the Database or part thereof, and the Municipality and Teranet shall
determine in writing a refund in such amount to be payable by Teranet to the
Municipality.
10. NOTICE, INVOICES AND DELIVERY
10.1 All Notices, invoices and deliveries required under the agreement shall be as set out in
Schedule G.
11. WARRANTIES AND INDEMNITIES
11.1 Teranet Title. Teranet represents and warrants that it has the right to grant the license.
11.2 Teranet. Except for the express warranty in Section 11.1 and Teranet's obligation to
deliver the Products in conformity with the requirements of Schedule D, Teranet makes
no warranties with respect to the Products provided by Teranet under this Agreement and
the Products are provided on an "as is " basis, without any other warranties,
representations or conditions, express or implied, including, without limitation,
warranties or conditions of merchantable quality, fitness for a particular purpose, or those
arising by law or by statute, or by usage of trade or course of dealing. The entire risk as
to the results and performance of the Products is assumed by the Municipality and its
authorized Sub-Licensees. Provided that Teranet meets its obligations under this
Agreement, Teranet shall not have any liability to the Municipality or its authorized Sub-
Licensees or any other person or entity for any claims, actions, loss, damage including,
without limitation, loss of revenue or profit or savings, lost or damaged data, or other
commercial or economic loss or any indirect or incidental, special or consequential
damages whatsoever even if Teranet has been advised of the possibility of such damages;
or for claims by a third party, nor shall Teranet's suppliers, agents, employees or
representatives have such liability. Notwithstanding anything else in this Agreement
Teranet's maximum aggregate liability to the Municipality for any cause whatsoever
related to the Products and services shall not exceed the Products license fees actually
paid under this Agreement. This section shall apply whether or not the liability results
from a breach of a fundamental term or condition, or a fundamental breach.
11.3 MCCR. It is acknowledged that MCCR makes no warranties, express or implied, with
respect to the Products supplied by Teranet, and all risk as to the results and performance
of the Products is assumed by the Municipality, its authorized sub-licensees and users. It
is agreed that MCCR shall not have any liability to the Municipality or any other person
or entity for any loss of revenue or profit or savings, lost or damaged data, or other
commercial or economic loss or any indirect or incidental, special or consequential
damages whatsoever even if MCCR has been advised of the possibility of such damages;
or for claims of any nature by a third party. This section shall apply whether or not the
liability results from a breach of a fundamental term or condition or a fundamental
breach. It is acknowledged that Teranet accesses records filed with MCCR and this
clause is included for the benefit of and can be relied on by MCCR.
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11.4 Indemnities. Teranet will indemnify, defend and save harmless the Municipality, and its
authorized Sub-Licensees, their officers, directors, agents and servants against any claim
that the Database furnished and used within the scope of the license granted hereunder
infringes the copyright of any third party, and Teranet will pay the resulting costs,
damages, reasonable legal fees, penalties and expenses of any kind whatsoever finally
awarded, provided that if such claim has occurred or in Teranet's opinion is likely to
occur, the Municipality agrees to permit Teranet at its option and expense either to
procure for the Municipality the right to continue using the Database or to replace or
modify the same so that it becomes non-infringing without material loss of functionality.
Teranet shall have no obligation to defend the Municipality or to pay any costs, damages
or legal fees in respect of any claim based upon the combination, operation or use of any
element of the Database furnished with other non-Teranet materials if such infringement
would have been avoided but for such combination, operation or use. The foregoing
states the entire obligation of Teranet with respect to infringement of proprietary or
intellectual property rights of third parties.
12. TERMINATION
12.1 Licensee Breach. On the happening of any of the following events, Teranet may, on
written notice to the Municipality immediately (unless otherwise noted below) terminate
this Agreement:
12.1.1 the Licensee breaches any of its obligations or covenants hereunder with respect
to Teranet confidential information;
12.1.2 the Licensee infringes any copyright or other intellectual, industrial property or
proprietary rights of Teranet; or
12.1.3 the Licensee fails to observe or perform any other material obligation required to
be observed or performed by it under this Agreement and such failure continues
for a period of 45 days after delivery of written notice by Teranet to the
Municipality requiring the Municipality to cure such failure.
12.2 Teranet Breach. On the happening of any of the following events, the Municipality
may, on notice to Teranet terminate this Agreement:
12.2.1 Teranet fails to deliver the Products within two months of the delivery date
specified in Schedule C other than as a direct result of the actions of the Licensee
or as a result of a force majeure as contemplated by Section 13.1 hereof; or
12.2.2 Teranet fails to observe or perform any other material obligation or coven t
required to be observed or performed by it under these terms and conditions and
such failure continues for a period of 45 days after delivery of written notice by
Municipality to Teranet requiring Teranet to cure such failure.
13. General.
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13.1 Force Majeure. Except as expressly provided otherwise in this Agreement, dates and
times by which a party is required to render performance (not payment) under this
Agreement or any schedule hereto shall be postponed automatically to the extent and for
the period of time that such party is prevented from meeting them by reason of any cause
beyond its reasonable control, provided the party prevented from rendering performance
notifies the other party immediately and in detail of the commencement and nature of
such cause and the probable consequences thereof, and provided further that such party
uses reasonable efforts to render performance in a timely manner utilizing to such end all
resources reasonably required in the circumstances, including obtaining supplies and
services available from other sources on a commercially reasonable basis.
13.2 Successors. This Agreement shall be binding upon the successors and permitted assigns
of the Municipality and Teranet.
13.3 Survival. All obligations expressly stated to survive, and those that are by their nature
intended to survive termination or expiration of this Agreement shall continue in full
force and effect subsequent to and notwithstanding such termination or expiration until or
unless they are satisfied, by their very nature expire, or they are waived in writing by the
party for whom they are of benefit.
13.4 Severance. If any provision of this Agreement, or the application thereof, shall be
deemed to be invalid or unenforceable to any extent, it shall be deemed severed or
severable from the remainder of this Agreement and the application of the remainder of
this Agreement shall not be affected thereby and shall be enforceable in accordance with
their terms and conditions to the extent permitted by law.
13.5 Further Assurances. The parties shall execute, acknowledge and deliver all such further
assurances, instruments and documents and take such actions that may be necessary or
appropriate in order to carry out the intent and purposes of this Agreement.
13.6 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario and the federal laws of Canada applicable
therein.
13.7 Entire Agreement. This Agreement constitutes the entire agreement between the parties
in connection with the subject matter herewith and replaces all prior and
contemporaneous agreements, understandings, discussions and negotiations, whether oral
or written, of the parties. There are no warranties, representations and/or agreements
among the parties in conjunction with the subject matter hereof except as specifically set
forth or referred to therein.
13.8 Headings. The headings in this Agreement are only for convenience of reference and
shall not affect the construction or interpretation of this Agreement.
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13.9 Time is of the Essence. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement this
—� � - 1998. day of
TERANET LAND INFORMATION SERVICES INC.
�r BLAIN E. HICKS
�� vice President,Finance
By: &Chief Financial officer
Date:
-- ARIS M. KAPLANIS
By: President and
Officer
Date: , .�
CORPORATION OF THE MUNICIPALITY
OF CLARINGTON
By:
Ac i Mayor, Jim Schell
Date: p
By:
Date:
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SCHEDULE A
Production Area and Database Coverage
1.0 Teranet Database Coverage in the Municipality. The attached map marked Exhibit 1
to this Schedule A shows the Area for delivery of the Database.
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LRO 40, REGIONAL MUNICIPALITY OF DURHAM, Schedule A
MUNICIPALITY OF CLARINGTON
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SCHEDULE B
Boards and Agencies
1.0 Boards and Agencies. Sub-Licensees means the-municipalities, boards, authorities and
commissions as identified hereunder:
• Regional Municipality of Durham
• Durham Regional Police Force
• Durham Non-Profit Housing Corporation
• Central Lake Ontario Conservation Authority
• Ganaraska Region Conservation Authority
• Kawartha Region Conservation Authority
• Ontonabee Region Conservation Authority
• Clarington Hydro-Electric Commission
• Clarington Public Library
• Northumberland and Clarington Broad of Education
• Peterborough Victoria Northumberland and Clarington Separate School Board
• Bowmanville Memorial Hospital
• Clarington Local Architectural Conservation Advisory Committee
• Bowmanville Museum Board
• Clarke Museum and Archives Board
• Bowmanville Business Improvement Area Board
• Newcastle Business Improvement Area Board
• Orono Business Improvement Area Board
• Clarington Board of Trade
1.1 Sub-Licensees for Boundary Lot Fabric
The Municipality may sublicense to the following agencies, that portion of the Products,
which falls within 800 meters of the Municipality's border with the following agencies.
The Products will be licensed for the limited purpose of studies, tracking development
applications and undertaking public notices.
• Victoria County
• Northumberland County
• City of Oshawa
• Township of Scugog
• Township of Manvers
• Hope Township
2.0 In the event the Municipality desires to add a board, commission, agency, or local
authority to Section 1.0 above. It may do so provided such boards, local authorities and
commissions is created under the authority of the Municipality. The Municipality shall
notify Teranet in writing of the name of the board, commission, agency, local authority
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allowing such new Sub-Licensee to use the Database in accordance with Section 4.2.1 of
the Agreement.
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SCHEDULE C
Production and Delivery Schedules
1.0 Manuals Delivery
1.1 Manuals. Teranet will deliver to the Municipality two copies of each of the Manuals, (i)
Reference Guide to Teranet's Data Products Implementation Procedures —Mapping and
(ii) Technical Description — Teranet's Property Map Data. Any amendments made to
the Manuals during the Maintenance Period will be delivered to the Municipality. The
Municipality shall have the right to make up to 2 copies of the manuals for the internal
use by a Sublicensee, or may purchase a copy of the manuals from Teranet for a
Sublicensee for$500.00 per set.
2.0 Delivery of the Database. The Municipality recognizes that Teranet is beginning the
automation in the Clarington area and that the completion of the Database can be affected
by a number of factors including, but not limited to, the period required for production,
quality assurance, acceptance and the number of properties to automate. All may be
extended depending on production factors, which may include, but are not limited to, the
quality of the Products or the rejection of Products by Teranet. Teranet will make all
reasonable efforts to complete the delivery of the Products to the Municipality as outlined
under Section 2.1. In the event of an extension, Teranet shall forewith advise the
Municipality in writing,that such an extension is required.
2.1 Database Delivery Schedule: Teranet will progressively deliver the Database for the
Area to the Municipality as follows:
2.1.1 Initial Delivery. Where the Database has been completed as of July 15' 1998,
that part of the Database will be delivered as the pilot delivery. Then 30 days
after the pilot delivery of the Database, Teranet will provide an updated delivery
of the initial delivery that has been extracted from Teranet's GIS Environment.
2.1.2 Subsequent Delivery. Teranet will make all subsequent deliveries for the
remaining portion of the Database in accordance with its activation schedule for
the Municipality of Clarington.
• The 2`d delivery will take place on or before September 7t` 1998.
• The final delivery will take place on or before November 30d, 1998
2.1.3 Complete Delivery. 90 days after the final delivery of the Database, Teranet will
provide an updated delivery that has been extracted from Teranet's GIS
Environment.
2.2 Maintenance of the Database. The Licensee acknowledges that Teranet will maintain
the Database using instruments and plans from the land registration office. The currency
of the Database may be affected by a number of factors including but not limited to the
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regulatory review conducted by MCCR pursuant to the land registry statutes and the time
required to receive information from the Land Registry Office.
2.3 Updates for the Database. Starting three months after the Complete Delivery and
thereafter throughout the Maintenance Period Teranet will deliver quarterly Updates to the
Municipality. Each Update delivered by Teranet to the Municipality shall be extracted from
the Teranet's GIS Environment no more than fourteen days prior to the date of delivery.
Updates will consist of only the blocks that have map maintenance performed by
Teranet's Map Production Department during the previous quarter.
2.4 Database Delivery Guidelines: Teranet will deliver the Database and Updates in
substantial compliance with standards contained in the Reference Guide in NAD `83, 6
degree UTM.
2.5 MAPS Reports. Along with the Database throughout the Maintenance Period,Teranet will
provide the Municipality with a quarterly report in digital form, derived from the Map
Maintenance and Production Management System (MAPS). The report shall identify
where there are alterations to the graphics in the database. The report will contain the
following relevant fields related to Map Maintenance. See MAPS report as described in
Exhibit 2 attached.
2.6 Correlation Table: Teranet will deliver, in two parts, a correlation table which contains
the nine digit PIN and the Ministry of Finance assessment roll number. The data will
have been extracted from the POLARIS title system no more than seven days prior to the
delivery of the pilot project area and the Complete Delivery. The Municipality
understands and acknowledges that the correlation table is provided "as is" and that the
data may not be correct, complete or even available. Since the table is extracted from the
title database it may contain different information than in the POLARIS mapping
database.
The correlation table will contain the following information:
• the nine digit PIN;
• 15 digit Assessment Roll Number
2.7 Media and Format for Delivery of Digital Information. The delivery media will be
CDROM unless the size of the delivery is small. In this latter case, 3.5" diskettes will be
used. The Database and Updates will be delivered in DXF Version 11112 file format.
The MAPS Report will be delivered in a Microsoft Excel version 3.0 file format.
Correlation table will be delivered in ASCII format, "^ ' delimited on CDROM.
The Municipality of Clarington 1 g
Products License
6122/98
MAPS REPORT EXHIBIT 2
.aaot4titntier,,�,1�,BlockNumber'l,,,- MaIntell 0lntF*4d9.Wj-,T rW`,TYP6f1,`,,,R1an1de:- t3r.. 6s tU6th op "Ttoa 111 m fW15211ficAtion 7 T77P1aft'Re9t87"—G0
d; �] Rz d-J W Stratton ate ntograted, j Magnkfu e
401 26503'New Plan Parcel&Survey Deposited �40R-17530 1 TRUE! TRUE FALSE 01
40' 26507i New Plan !,Survey, Deposited i40R-17841 TRUE) TRUE1 17-Oct-97i FALSE: 0.08
401 164W New Plan ;Parcel&Survey ;P posited 40r--17929 TRUE 01-Dec-97i FALSE: 5.77
Deposited 140R-17769 11-Sep-97§' FALSE, 0.36
TRUE1 TRUEi
40� 26570 Correction :Survey
Rub TRLIE1 FALSE 8
40� 26582 Correction Parcel T
TRUE? FALSE' FALSE 0.36
40' 26571 i Correction Parcel
Parcel TRUE! TRUE� FALSE 0.9
46 26582;Correction
40 26546:Correction Parcel TRUE; TRUE_ FALSE; 3
TRUE;�
40 26549�Consolidation Parcel TRUE FALSE 15
TRUE
I
40� 26441 Correction 'Parcel&Survey TRUE tkut FALSE;� 0.17
FALSER FALSE 0.34
40 16264'New Plan Parcel&Survey 140r-18099 TRUE!
MAPS REPORT EXHIBIT 2
1--PINAW acte sine f
w �.
F
0093;Block surrounded by Dunlop,Green,Gilbert and Athol jpqnlop,Green,Gikbert Athol m.
00031 PART 1,40R-17841 DUNDAS STREET EAST J0003,0004
0041 sw corner pin 0041 _.. 3....
0025�PLAN 40R-17769,NORTH LIMIT SOUTH OF HWY Y EAST IHWY 7 , . .,_. BLOCK 2
ti BL 6571 0002
0099West side of Pin that abutts block 26821 =Regional Road_ 23 in 0099 J
0002?40R17769 0002
0073;where pins 0073/0074,and block 26581 pin 0001 abutt Ashburn Road Block 26581 pin 0001
0003=Wherepin 0003 and Pin 0166 Block 26496 abutt Zundas Street, i Block 26496 Pin 0166_ _ f
0294;where pins 0294 and 0690 abutt Knotty Pine Drive _ Pin 0294 {
9224!South limit pin0224
Hilly Ave 0224,0253
...
00931 Ely corner Pt2,40r-18099 0093,0096,0107,0108
I
MAPS REPORT EXHIBIT 2
Oth er, eta
Slight rebuild was required of surrounding area. _ 04 0
PLAN ENTRY OF PARTS 1&2 40R-17841 d 0
Shift' changed fabric
11 PLAN EN 0� 0
TRY OF 40R-17969 PART 1 ONLY. 9 . 01 ( 6
27 of Plan 40r-659 to Pin 0089,(note:-Adjacent block 26821 not built yet) 0" Oi
Add Part
i 0 0s
Amend block boundary f 0; O
!Part of Pin 0166 Block 26496,now included in pin 0003 _ i U- _ Oj
Retire Pin 0265,consolidate property with Pin 0294 t 1 010265 1
!Create pin0267 Change fabric Curve radius found in error corrected. !0267 €_ 1 0
°Enter plan shift N35 28 45E 0.34m.Change fabric. j 0 0;
i
I
I
I -
SCHEDULE D
Products Guidelines
1.0 Manual: Attached hereto is one copy of the manual entitled Reference Guide to Teranet's
Data Products, Implementation Procedures — Mapping and Technical Description —
Teranet's Property Map Data.
2.0 Currency of Updates: It is acknowledged that Teranet receives instruments and plans
from the MCCR Real Property Registration Branch, Registration Division that are used
to maintain the Database. The currency of the Database is affected by a regulatory review
pursuant to the land registration statutes conducted by the MCCR staff and the retrieval
of information from the Land Registry Office.
The Municipality of Clarington 20
Products License
6/22/98
SCHEDULE E
Notifications
1. Production of Hard Copy Products
1.1 Where the Database or Derivative Products are used to produce a paper map or other hard
copy products and materials it shall contain the following notifications in a legible form:
Protected by Copyright. May Not be Reproduced without Permission.
THIS IS NOT A PLAN OF SURVEY
The Municipality of Clarington 21
Products License
6/22/98
SCHEDULE F
License Fees
1.0 Payment for the Products: The Municipality shall pay the following annual licence fees
for the Products plus applicable taxes subject to any adjustment under Section 9.4.
1.1 the amount of$5,000 which is due and payable s upon execution of this Agreement;
1.2 the amount of$5,000 which is due and payable on delivery of the pilot project area;
1.3 the amount of$5,000 which is due and payable on delivery of the final area;
1.4 the amount of$9,960 which is due and payable on the receipt of the Complete Delivery of
the Products;
1.5 the amount of$24,960 which is due and payable on the one year anniversary date of the
Complete Delivery;
1.6 the amount of$24,960 which is due and payable on the two year anniversary date of the
Complete Delivery;
1.7 the amount of$24,960 which is due and payable on the three year anniversary date of the
Complete Delivery
1.8 the amount of$24,960 which is due and payable on the four year anniversary date of the
Complete Delivery;
2.0 Updates:
2.1 During the Maintenance Period, Updates to the Product will be provided as described in
Schedule `C' under Section 2.3 of this agreement. The Municipality shall pay the Update
fee to Teranet,which shall be $500.00 per Update,payable within 30 days of delivery.
3.0 In the event that additional member municipalities within the Regional Municipality of
Durham enter into a similar Product License arrangement with Teranet as set out in this
agreement and if the effect of the sale of such additional Product Licenses results in a
pricing structure on a property basis which is less than the price set out above, then
Teranet shall reduce the price required to be paid by the Municipality accordingly. Such
reduced price shall take effect on the next anniversary date for which a payment is due.
4.0 In the event that Teranet enters into a Products license agreement that includes five other
Regional municipalities within the Greater Toronto area under the same Product License
arrangement as set out in this agreement and the effect of the sale of such additional
Product license will result in a pricing structure on a property basis which is less that the
price set out above, then Teranet shall reduce the price required to be paid by the
The Municipality of Clarington 22
Products License
6/22/98
Municipality accordingly. Such reduced price shall take effect on the next anniversary
date for which a payment is due.
The Municipality of Clarington
Products License 23
6122/98
SCHEDULE G
Notices,Invoices and Delivery
1.0 Notices, Invoices and Delivery
1.1 Delivery and Notice. Any notice to be given under this Agreement shall be in writing
and delivered by hand or facsimile to the following addresses. Any notice delivered by
facsimile shall be deemed received on the Business Day following transmittal provided a
confirmation copy is sent by ordinary mail to the address specified below on the day of
transmittal. Either party may change its address for notice by providing notice to the
other party. Any deliveries to give effect to this Agreement shall be delivered to the
following addresses:
1.1.1. In the case of Teranet:
For all notices under this Agreement and marketing contacts
1 Adelaide Street East, Suite 1405
Toronto, Ontario MAC 2V9
Attention: Director of Mapping Sales
Telephone: (416) 360-5263
Facsimile: (416) 360-0871
Teranet Customer Services Centre:
Teranet Product support is provided by the Teranet Customer Service Centre.
Teranet maintains a 1-800 support line from 8:00 a.m. — 6:00 p.m. Monday to
Friday, excluding Teranet observed statutory holidays. The telephone service is
provided to report all delivery, Database problems and for operational queries.
All calls are logged by our dispatch and depending on the nature of the call is
dispatched to the appropriate technical staff.
Telephone 1 (800)208-5263
1.1.2 For the Municipality of Clarington, 40 Temperance Street, Bowmanville,
Ontario L1C 3A6.
For all notices, invoices and Products deliveries under this Agreement
Attention: Mr. David Crome
Manager, Community Planning Branch
Telephone: (905) 623-3379
Facsimile: (905) 623-0830
The Municipality of Clarington
Products License 24
6/22198
SCHEDULE H
SUBLICENSEE ACKNOWLEDGEMENT
Dated this_day of 19—.
The company or other entity (the "Sublicensee") specified in this Acknowledgement agrees that it
has read the attached Products License between Teranet Land Information Services Inc.
("Teranet") and The Municipality of Clarington (The "Municipality"), dated the day of
1998 (the"License") and, in consideration of the provision to the Sublicensee
of a copy of the Products and the grant to the Sublicensee of the licenses in Section 4, the
Sublicensee agrees to be bound by and to comply with the terms of the License as if it was an
original signatory thereto. The Sublicensee agrees that the Municipality and Teranet shall each be
entitled to enforce the terms of the License against the Sublicensee and the Sublicensee shall be
entitled to enforce the terms of the License against Teranet and the Municipality.
(Sublicensee Name)
Bv:
Name:
Title:
Date:
The Municipality of Clarington
Products License 25
6122198