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2004-133 To authorize the execution of a sublicense agreement with the County of Simcoe, under license with Teranet Enterprises Inc for the provision of OPMA Ownership Mapping Data Products THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE BY-LAW NO. 2004-133 Being a By-law to Authorize the Execution of a Sublicense Agreement with the County of Simcoe, under License with Teranet Enterprises Inc. for the provision of OPMA Ownership Mapping Data Products WHEREAS Section 20(1) of the Municipal Act, S.O. 2001, c.25, as amended authorizes a municipality to enter into an agreement with one or more municipalities or local bodies, or a combination of both to jointly provide, for their joint benefit, any matter which all of them have the power to provide within their own boundaries; AND WHEREAS the Council of The Corporation of the Township of Oro-Medonte deems it expedient to enter into a Sublicense Agreement with the County of Simcoe, under license with Teranet Enterprises Inc., for the provision of OPMA Ownership Mapping Data Products; NOW THEREFORE, the Council of The Corporation of the Township of Oro-Medonte enacts as follows: 1. That the Mayor and Clerk are hereby authorized to execute the Sublicense Agreement with the County of Simcoe for the provision of OPMA Ownership Mapping Data Products; 2. That Schedule 1, attached hereto, being the General Municipal License Agreement between the County of Simcoe and Teranet Enterprises Inc., as to form and content, forms part of this By-law. 3. That Schedule 2, attached hereto, being the "Form of Sublicense Acknowledgement", as to form and content, forms part of this By-law. 4. That this By-Law shall come into force and take effect on the final passing thereof. BY-LAW READ A FIRST AND SECOND TIME THIS 1st DAY OF DECEMBER, 2004. BY-LAW READ A THIRD TIME AND FINALLY PASSED THIS 1st DAY OF DECEMBER, 2004. THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE ~, ~ ~~ or, J. Neil Craig Schedule 1 to By-Law 2004-133 GENERAL MUNICIPAL LICENCE AGREEMENT. OPMA OWNERSHIP MAPPING DATA PRODUCTS THIS GENERAL MUNICIPAL LICENCE AGREEMENT - OPMA OWNERSHIP MAPPING DA T A PRODUCTS (the II Agreement") is made as of the Effective Date between Teranet Enterprises Inc., a corporation incorporated pursuant to the laws of the Province of Ontario with its head office at 1 Adelaide Street East, Suite 600, Toronto, Ontario, M5C 2V9, (the "Licensor") and the licensee described below (the "Municipal Licensee"): Municipal Licensee: The Corporation of the County of Simcoe Municipal Licensee Address: 1110 Highway 26, Midhurst, ON, LOL lXO Telephone Number: 705-726-9300 Facsimile Number: 705~ 726.3991 Name of Municipal Licensee Business Contact: Grant Hudolin, GIS Manager Business Contact Telephone Number: 705-726-9300 Business Contact Facsimile Number: 705-726.3991 Effective Date: June 1, 2004 FOR VALUABLE CONSIDERATION, the parties agree to the terms and conditions set out in the Genera] Municipal Licence Terms and Conditions and all appendices and schedules thereto below. FOR TERANET ENTERPRISES INC. FOR THE MUNICIPAL LICENSEE Signature/TitJe/Dat~ - I have authority to bind Lic~nsor CHARLES DePERi Vice President Signature/Title/Date - J c'1 e.r k. t;I~'C~ e authority to bind the Municipal Licensee 4 Jv...ne 4) ;l W Signature/Title/Date - I bave autho ity to bind Licensor X~~RD" .' ?D1L J~,,-,- 1, -"<O'i :J v. v'-l. CONFIDENTIAL INFORMA TION OF TERANET ENTERPRISES INC. This document may nO! be copied or transmitred without the express wriuen consent of Teranet Enterprises Inc. General Municipal Licence AgreemeOl- OPMA Ownership Mapping Data Products. Version 2.0, April S, 2004 Page 1 of 22 GENERAL MUNICIPAL LICENCE AGREEMENT. OPMA OWNERSHIP MAPPING DATA PRODUCTS TERMS AND CONDITIONS 1.0 DEFINITIONS AND APPENDICES. 1.1 Definitions. In this Agreement and any Schedules attached hereto, the following terms shall have the following meanings: "Affiliate" as to any Person means any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. The term "control" as used in this definition (including, with correlative meanings, the terms "controlled by" and "under common control with" as used with respect to any Person) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through ownership of voting securities, by contract or otherwise; "Agreement" means this document and includes all appendices appended hereto and any written amendments signed by both parties hereto; "Approved Sub-Licensee" means a Municipality or Municipal Board listed in the List of Approved Sub- Licensees attached hereto as Appendix 3; "Bundled Products" means in respect of: (a) the Municipal Licensee; the Products, or part thereof, bundled or packaged by Municipal Licensee together with the products of Municipal Licensee and/or a third party; and (b) an Approved Sub-Licensee; the Products, or part thereof, bundled or packaged by the Approved Sub-Licensee together with the products of the Approved Sub-Licensee and/or a third party; "Derivative Products" means any digital and other products created by or on behalf of the Municipal Licensee, or an Approved Sub-Licensee, through its use or alteration of any of the Products, including those created through the modification of or addition to the Products or through manipulation of the Products; "Displaying Entity" has the meaning set out in the Internet Guidelines; "Documentation" means the written materials, if any, provided with the Products by Licensor including all manuals and training materials; "Effective Date" has the meaning set out on the face page to this Agreement; "Fee Sheet" means the Fee Sheets attached hereto from time to time setting out the fees and charges payable by Municipal Licensee in respect of the products and services provided hereunder including, without limitation, Licence fees and delivery and support fees; "Geographic Coverage" with respect to a Product has the meaning set out in the Product Sheet; "Extended Coverage" with respect to a Product has the meaning set out in the Product Sheet; "Internal Business Purposes" means internal business processes, operations and administration excluding any: (i) direct monetary or commercial gain from the Products, Derivative Products, Resulting Products and Bundled Products; and (b) sale, external distribution or licence of the Products, Derivative Products, Resulting Products and Bundled Products whether or not for a fee; "Internet Guidelines" means those guidelines attached hereto as Appendix 1 and identified as the Internet Guidelines; "Internet Service" has the meaning set out in the Internet Guidelines; "Licence" has the meaning provided in section 2.1 of this Agreement; "Municipality" means an incorporated city, town, village, township, county, regional or district municipality in the Territory as defined in applicable legislation of the Province of Ontario from time to time but does not include Municipal Licensee; "Municipal Board" means an agency, board. department or other entity in the Territory covered under the Municipal Act, 200] excluding the Municipal Licensee, Municipalities and hydro-electric companies; "Municipal Mandate" means municipal: (i) planning notifications, (ii) tax certificates, (iii) zoning compliance reports, (iv) land use compliance reports; and (v) economic development and general planning information, which list may be supplemented from time to time by Licensor; "Municipal Parcel Data" means data about individual parcels of land which, without limitation, includes parcel boundaries for ownership, assessment and crown parcels, easements and rights of way, Indian reserves, railways, leasehold parcels, natural resource parcels, township fabric, survey and control data, and all of related text, parcel centroids and parcel identifiers and compilations notes; "OPMA" means the Ontario Parcel Master Agreement dated April 22, 2002, between the Licensor, the Municipal Property Assessment Corporation ("MPAC") and Her Majesty the Queen in Right of Ontario Represented by the Minister of Natural Resources ("MNR"), as amended from time to time; "Notice of Internet Service" means the form of notice set out in Appendix 1; "Person" means any individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organisation, trust, joint venture. body corporate, a government or any department or agency thereof, and a natural person in such person's capacity as trustee, executor, administrator or other legal representative; "Products" means data products licensed by Licensor to Municipal Licensee as set out in a product sheet attached hereto as an appendix (each a "Product Sheet") but, Page 2 of 22 ~, .. CONFIDENTIAL INFORMA TION OF TERANET E!\'TERPRJSES INC. This document may not be copied Or transmitted without the express written consent of Teranel Enterprises Inc. General Municipal Licence Agreemenl- OPMA Ownership Mapping Data Products, Version 2.0. AprilS, 2004 unless otherwise expressly stated to the contrary herein, does not inc1ude any related Documentation provided by Licensor; "Resulting Products" means digital and other Jicensed data products that are provided or created by the use of the Products or any combination or part thereof by Municipal Licensee or its Approved Sub-Licensee, but exc1udes Derivative Products and Bundled Products; "Service Provider" means a supplier, contractor, developer, surveyor, engineer or other Person performing work for the Municipal Licensee or an Approved Sub- Licensee under its Sublicence Agreement, in accordance with section 4.0; "Sublicence Agreement" means, collectively, with respect to the subJicensing of the Products, Derivative Products, Resulting Products and Bundled Products hereunder: (a) an agreement entered in by Municipal Licensee with one of its Approved Sub-Licensees or Service Providers; (b) a licence agreement based on the Internet Guidelines and used by Municipal Licensee in its provision of an Internet Service; (c) an agreement entered into by an Approved Sub- Licensee with one of its Service Providers; and (d) a licence agreement based on the Internet Guidelines and used by an Approved Sub-Licensee in its provision of an Internet Service. "Sublicensees" means, collectively, Approved Sub- Licensees, Service Providers and Users, who have entered into a SubJicence Agreement; "Sublicensing Report" means the Form of Sublicensing Report attached hereto as Appendix 4; "Supplier" means a supplier (inc1uding the Government of Ontario) to Licensor of one or more components of the Products; "Term" has the meaning set out in section 11.1 of this Agreement; "Territory" means that geographic area that relates to the Municipal Licensee's jurisdiction which is described in Appendix 3: List of Approved Sub-Licensees; and "User" in respect of an Internet Service has the meaning set out in the Internet Guidelines. 1.2 Appendices. The foHowing are standard appendices attached to and forming part of this Agreement: (a) Appendix 1: Internet Guidelines; (b) Appendix 2: List of Municipal Licensee Digital Products; (c) Appendix 3: List of Approved Sub-Licensees; (d) Appendix 4: Form of Sublicensing Report; and (e) Appendix 5: Product Sheets, Fee Sheets and Related Terms and Conditions. Additional appendices not listed herein may also be attached hereto from time to time and, when attached, shan form part of this Agreement. 2.0 LICENCE GRANT: MUNICIPAL LICENSEE & LICENCE RESTRICTIONS. 2.1 Licence Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Municipal Licensee, and Municipal Licensee accepts a non-exclusive, non-transferable and perpetual (subject to termination under section 11.2) licence to: (a) do the following for Municipal Licensee's Internal Business Purposes: (i) use and reproduce the Products and Documentation; (ii) adapt, translate, convert and modify the Products, or part thereof, to produce Derivative Products; (iii) use, reproduce, adapt, translate, convert and modify Derivative Products; and (iv) produce, reproduce and use Resulting Products and Bundled Products; (b) sublicense the Products and Municipal Licensee's Resulting Products, Derivative Products and Bundled Products to an Approved Sub-Licensee in accordance with section 3.0 below; (c) sublicense the Products and Municipal Licensee's Resulting Products, Derivative Products and Bundled Products to its Service Providers for Municipal Licensee's Internal Business Purposes in accordance with section 4.0 below; (d) update, align, correct and calibrate the Municipal Licensee's digital products in the List of Municipal Licensee's Digital Products, without affecting the ownership of such digital products; (e) provide an Internet Service to its Users in accordance with the Internet Guidelines; and (f) print and distribute to any Person paper maps based on the Products and the Municipal Licensee's Resulting Products, Derivative Products and Bundled Products, or part thereof. Municipal Licensee may not transfer, license, sublicence, sen, assign or otherwise transfer its rights in and to the Products, Derivative Products, Resulting Products, Bundled Products and Documentation except as expressly set out above. 2.2 Approval of Listed Products. (a) All products on the List of Municipal Licensee's Digital Products, and any additions thereto, are subject to the prior and ongoing approval of the Licensor. (b) Municipal Licensee must give prior written notice to Licensor of any proposed Internet Service by using the Notice of Internet Service, and such Internet Service is subject to the prior and ongoing approval of the Licensor. 2.3 Adding Approved Sub-Licensees. If Municipal Licensee wishes to add a lower tier Municipality and/or Municipal Board in the Territory to the List of Approved Sub-Licensees, it must first obtain the prior written approval of Licensor as follows: Page3 of 22 CONFIDENTIAL J1'I'FORMA TJON OF TERANET ENTERPRISES INC. This document may not be copied or transmitted without the express written consent of Teranet Enterprises Inc. General Municipal Licence Agreement - OPMA Ownership Mapping Data Products, Version 2.0, AprilS, 2004 (a) Municipal Licensee shall deliver a written request to add a specified Municipality or Municipal Board to the List of Approved Sub-Licensees to Licensor. (b) Licensor shall review the request to determine whether addition of the Municipality or Municipal Board is in the interest of the public good and whether it may reasonably be expected to erode the commercial value of the Products and products and services based on or derived from the Products. (c) If Licensor determines that addition of the Municipality or Municipal Board is in the interest of the public good and will not erode the commercial value of the Products and products and services based on or derived from the Products, it may approve the Municipal Licensee's request. (d) If Licensor determines that: (i) Municipal Licensee has not provided sufficient information for Licensor to properly assess the request; or (ii) the addition of the Municipality or Municipal Board is not in the interest of the public good or will erode the commercial value of the Products and/or products and services based on or derived from the Products, Licensor may, in its sole discretion refuse to approve the request, with or without reasons. 2.4 Other Municipal Licensee Obligations. (a) Copies of all Sublicence Agreements between Municipal Licensee and its Approved Sub-Licensees and Service Providers and all terms and conditions it uses with an Internet Service shall be kept by Municipal Licensee and produced to Licensor, on request, for inspection and copying. (b) If Municipal Licensee enters into a Sublicence with an Approved Suh-Licensee it shall, within 15 calendar days of complete execution of the Sublicence Agreement, complete and deliver to Licensor a Sublicensing Report. (c) Municipal Licensee shall immediately notify Licensor in writing with respect to any issues or disputes arising from or related to Products, Documentation, Derivative Products, Resulting Products and Bundled Products including notification to Licensor of any defauJts under its and its Sublicensees' Sublicence Agreements. (d) In the event that a request for all or part of any material or information, Products or Documentation provided to Municipal Licensee hereunder is made to Municipal Licensee pursuant to applicable protection of privacy and access to information legislation Municipal Licensee shall provide notice of such a request to Licensor within five (5) calendar days of the request being made, and shall co-openlte with Licensor in handling such a request. (e) Municipal Licensee shall not deJiver the Products, Derivative Products, Resulting Products and Bundled Products, or part thereof, to its Approved Sub-Licensees. Service Providers and Users until Municipal Licensee is in receipt of a Sublicence Agreement in accordance with the terms and conditions of this Agreement. (f) If Licensor determines that a Sublicence Agreement: (i) between Municipal Licensee and one of its Approved Sub-Licensees or Service Providers does not conform with the requirements of this Agreement, at Licensor's request Municipal Licensee shall forthwith terminate such Sublicence Agreement. (ii) between an Approved Sub-Licensee and one of its Service Provider does not conform with the requirements of this Agreement, at Licensor's request Municipal Licensee shall forthwith direct its Approved Sub-Licensee to terminate such Sublicence Agreement. (iii) used by Municipal Licensee in connection with an Internet Service does not conform with the requirements of this Agreement, at Licensor's request Municipal Licensee shall forthwith cease delivering the Products, Derivative Products, Resulting Products and Bundled Products to its Users and terminate the SubJicence Agreement with respect to such Products, Derivative Products, Resulting Products and Bundled Products. (iv) used by Approved Sub-Licensee in connection with an Internet Service does not conform with the requirements of this Agreement, at Licensor's request Municipal Licensee shall forthwith direct its Approved Sub-Licensee to cease delivering the Products, Derivative Products, Resulting Products and Bundled Products to Approved Sub- Licensee's Users and terminate the Sublicence Agreement with respect to such Products, Derivative Products, Resulting Products and Bundled Products. (g) On termination of a Sublicence Agreement with one of its Approved Sub-Licensees or Service Providers, Municipal Licensee shall direct its Approved Sub- Licensee or Service Provider, as the case may be, to cease using and destroy the Products, Derivative Products, Resulting Products and Bundled Products and, at the request of Licensor, shall request such Approved Sub-Licensee or Service Provider to certify that all Products, Derivative Products, Resulting Products, Bundled Products have been purged from its computer systems, and that an hardcopy materials produced from the Products, the Derivative Products, Resulting Products and Bundled Products have been destroyed. (h) Where a Sublicence Agreement with a User has been terminated, the use and destruction of Products, Derivative Products, Resulting Products and the Bundled Products (and certification of same) by User shall be in accordance with the 1nternet Guidelines. 2.5 Survival of Municipal Licensee's Sublicences. (a) This Agreement, if the Municipal Licensee is not in Page 4 of 22 CONFIDENTIAL JNFORMA TION OF TERANET ENTERPRISES INC. This document may nO! be copied or lTansmjned without the express wrinen consent of Teranet Enterprises Inc. General Municipal Licence Agreement - OPMA Ownership Mapping Data Products. Version 2.0. April S. 2004 breach hereof, shall survive termination or expiration of the OPMA. (b) A Sublicence Agreement between a Municipal Licensee and one of its Approved Sub-Licences, Service Providers or Users, if it has been properly granted by Municipal Licensee, and has not expired or terminated (and neither party is in breach thereof), shall survive termination or expiration of the OPMA. (c) A Sublicence Agreement between a Municipal Licensee and one of its Approved Sub-Licences, or Users, if it has been properly granted by Municipal Licensee, and has not expired or terminated (and neither party is in breach thereof), shall survive termination of this Agreement. (d) Unless expressly stated otherwise in this Agreement, all Sublicences, and all licenses granted therein, shall terminate on termination of this Agreement. 3.0 LICENCES WITH APPROVED SUB. LICENSEES AND LICENCE RESTRICTIONS. 3.1 Licence Grant. Municipal Licensee may, subject to the terms and conditions of this Agreement, grant to an Approved Sub-Licensee a non-exclusive non- transferable licence to the Products and the Municipal Licensee's Derivative Products, Resulting Products and Bundled Products to: (a) do the following for the Approved Sub-Licensee's Internal Business Purposes: (i) use and reproduce the Products, Documentation and the Municipal Licensee's Derivative Products, Resulting Products and Bundled Products; (ii) adapt, translate, convert and modify the Products and the Municipal Licensee's Derivative Products, Resulting Products and Bundled Products to produce its own Derivative Products; (iii) use. reproduce, adapt, translate, convert and modify its Derivative Products; and (iv) produce, reproduce and use Resulting Products and Bundled Products; (b) sublicense the Products, Derivative Products, Resulting Products and Bundled Products to a Service Provider for Approved Sub-Licensee's Internal Business Purposes in accordance with section 4.0 below; and (c) provide an Internet Service to its Users in accordance with the Internet Guidelines, provided that Approved Sub-Licensee must give prior written notice to Licensor and Municipal Licensee of any proposed Internet Service by using the Notice of Internet Service and such Internet Service is subject to the prior and ongoing approval of the Licensor; Approved Sub-Licensee may not transfer, license, sublicence, sell, assign or otherwise transfer its rights in and to the Products, Derivative Products, Resulting Products, Bundled Products and Documentation except as expressly set out above. 3.2 Sublicence Restrictions. Each Sublicence Agreement with an Approved Sub-Licensee shall: (a) be non-exclusive and non-transferable and, at the Municipal Licensee's option, may be for a fixed term or perpetual term (subject to termination under section I I.I); (b) strictly prohibit any further transfer, licensing, sublicensing, sale, assignment or distribution of the Products, Documentation, Derivative Products, Bundled Products and Resulting Products except as expressly set out herein; (c) not make any representations, warranties, or guarantees concerning the Products, Derivative Products, Resulting Products and Bundled Products that are inconsistent with or in addition to those made by Licensor in this Agreement; (d) not provide for maintenance for the Products, Derivative Products, Resulting Products and Bundled Products or any part thereof that are greater than the Licensor's obligations set out in this Agreement or that extend beyond the Term of this Agreement, unless expressly set out in a Product Sheet attached hereto; (e) include terms substantially similar to those set out in this Agreement; and (f) not charge the Approved Sub-Licensee any fee, including, without limitation, a licence fee, royalty or delivery and support fee in consideration of a Sublicence Agreement except on a cost recovery basis. 3.3 Other Obligations of an A pproved Sub. Licensee. (a) Municipal Licensee shall ensure that copies of all Sublicence Agreements between Approved Sub- Licensee and its Service Providers and all terms and conditions it uses with an Internet Service shan be kept by Approved Sub-Licensee and produced to Licensor, on request, for inspection and copying. (b) Each Sublicence Agreement with an Approved Sub- Licensee shall provide that Approved Sub-Licensees shall notify Municipal Licensee in writing with respect to any issues or disputes arising from or related to Products, Documentation, Derivative Products, Resulting Products and Bundled Products including notification to Municipal Licensee of any default under Approved Sub-Licensee's Sublicence Agreements. (c) Municipal Licensee shall ensure that an Approved Sub-Licensee shall not deliver the Products, Derivative Products, Resulting Products and Bundled Products, or part thereof, to its Service Providers and Users until Approved Sub-Licensee is in receipt of a Sublicence Agreement in accordance with the terms and conditions of this Agreement. (d) If Municipal Licensee determines that a Sublicence Page 5 of 22 CONFIDENTIAL INFORMATION OF TERANET ENTERPRISES INC. This document may not be copied or transmitted without the express written consent of Teranet Enterprises Inc. General Municipal Licence Agreement - OPMA Ownership Mapping Data Products. Version 2.0. April 5. 2004 Agreement between an Approved Sub-Licensee and one of its Service Providers does not conform with the requirements of this Agreement, Approved Sub- Licensee, at Municipal Licensee's request, shall forthwith terminate its Sublicence Agreement with such Service Provider. (e) If Municipal Licensee determines that Sublicence Agreement used by Approved Sub-Licensee for a Internet Service does not conform with the requirements of this Agreement, Approved Sub- Licensee, at Municipal Licensee's request, shall cease delivering and sublicensing the Products, Derivative Products, Resulting Products and Bundled Products through the ]nternet Service and terminate the related Sub licence Agreements for the Products, Derivative Products, Resulting Products and Bundled Products entered into with its Users. (0 On termination of a Sublicence Agreement with one of its Service Providers, Approved Sub-Licensee shall direct its Service Provider to cease using and destroy the Products, Derivative Products, Resulting Products and Bundled Products and request such Service Provider certify that all Products, Derivative Products, Resulting Products, Bundled Products have been purged from its computer systems, and that all hardcopy materials produced from the Products, the Derivative Products, Resulting Products and Bundled Products have been destroyed. (g) Each Sublicence Agreement with an Approved Sub- Licensee shall: (i) contain an acknowledgement by Approved Sub-Licensee that the Products were not created by or for Approved Sub-Licensee and that it does not have the authority to regulate the use of the Products and that it does not have a statutory obligation to collect or maintain the Products; and (ii) provide that, in the event that a request for all or part of the Products, Derivative Products, Resulting Products and Bundled Products provided by Municipal Licensee to an Approved Sub-licensee hereunder is made to Approved Sub-Licensee pursuant to app!icable protection of privacy and access to information legislation, Approved Sub- Licensee shall provide notice of such a request to Municipal Licensee and Licensor within five (5) calendar days of the request being made, and Approved Sub-Licensee shall co-operate with Municipal Licensee and Licensor in hand!ing such a req ues t. 3.4 Survival of Approved Sub-Licensee's Sublicence Agreements. A SubJicence Agreement between an Approved Sub-Licensee and one of its Users, if it has properly granted by Approved Sub-Licensee, and has not expired Of been terminated (and neither party is in breach thereot), shall survive termination of the Sublicense Agreement between the Municipal Licensee and such Approved Sub-Licensee. 4.0 LICENSES WITH SERVICE PROVIDERS AND LICENCE RESTRICTIONS. 4.1 Licence Grant. The Municipal Licensee and its Approved Sub-Licensees may, subject to the terms and conditions of this Agreement, each sublicence the Products, Derivative Products, Resulting Products and Bundled Products to their respective Service Providers for their respective Internal Business Purposes provided that the Service Provider: (a) performs work to the benefit of the Municipal Licensee or the Approved Sub-Licensee with whom it enters into the Sublicence Agreement; (b) uses the Products, Resulting Products, Derivative Products and Bundled Products solely for performance of such work; (c) destroys the Products, Resulting Products, Derivative Products and Bundled Products on the earlier of completion of the work or the expiration or termination of the Subhcence Agreement; and (d) is a Person to whom, in the normal course of doing business, the Municipal Licensee or the Approved Sub-Licensee, as the case may be, would provide access to the Products, Derivative Products, Resulting Products and Bundled Products in fulfilment of its respective Municipal Mandate. 4.2 Sublicence Agreement Restrictions. Each such Sublicence Agreement with a Service Provider shall: (a) be non-exclusive and non-transferable and shall be limited in duration; (b) limit Service Provider's use of the Products, Documentation and Derivative Products, Bundled Products and any Resulting Products, or part thereof to the purpose of carrying out the work of the Municipal Licensee or Approved Sub-Licensee as the case may be; (c) not make any representations, warranties, or guarantees concerning the Products, Derivative Products, Resulting Products and Bundled Products that are inconsistent with or in addition to those made by Licensor in this Agreement; (d) not provide for maintenance of Products, Derivative Products, Resulting Products and Bundled Products after the termination or expiration of the OPMA; (e) expressly prohibit a Service Provider from sublicensing or otherwise distributing or making commercial use of the Products, Documentation, Derivative Products, Resulting Products and Bundled Products, or part thereof; and (0 not contain any fee or charge in consideration of such sublicensing of the Products, Derivative Products, Resulting Products and Bundled Products, except on a cost recovery basis. 4.3 Survival of Sublicence with Service Providers. (a) A Sublicence Agreement between a Municipal Licensee and a Service Provider shall not survive Page 6 of22 CONFIDENTIAL INFORMATION OF TERANET ENTERPRISES INC. This document Jruly not be copied or transmitted without the express written consent of Teranet EmeJ1>rises Inc. General Municipal Licence Agreement - OPMA Ownership Mapping Data Products, Version 2.0, AprilS. 2004 termination of this Agreement. (b) A Sublicence Agreement between an Approved Sub- Licensee and a Service Provider shall not survive termination of the Sublicence Agreement between such Approved Sub-Licensee and Municipal Licensee. 5.0 GENERAL SUBLICENCE AGREEMENT RESTRICTIONS. 5.1 No Further Use and Distribution. Except as expressly approved herein, no further use may be made of the Products, Documentation, Derivative Products and Bundled Products and the Products, Documentation, Derivative Products and Bundled Products may not be marketed, published, distributed (electronically or otherwise), licensed, rented, dealt with, shared in a time sharing arrangement or otherwise transferred, in the whole or in part, to any third party either voluntarily or by operation of law. 5.2 No Warranties. Each Sublicence Agreement, (other than those used for an Internet Service, which shall be in accordance the Internet Guidelines in Appendix ]) shall contain an acknowledgement that: (a) the licensing party under the Sub licence Agreement (the "Sublicensor") and its suppliers make no warranties with respect to the Products, Derivative Products, Resulting Products and Bundled Products and that the Products, Derivative Products, Resulting Products and Bundled Products are provided on an "as is" and "as available" basis, without any warranties, representations or conditions, express or implied including warranties, representations or conditions of merchantable quality, fitness for a particular purpose or non-infringement of third party rights, or those arising by law or by usage of trade or course of dealing; (b) the entire risk as to the results and performance of the Products, Derivative Products, Resulting Products and Bundled Products is assumed by Sublicensor's sublicensees and their users; (c) Sublicensor and its suppliers shall not have any liability to its sublicensees, any Person or entity for any loss of revenue, profit or savings, lost or damaged data, or other commercial or economic loss, or any indirect, incidental, special or consequential damages whatsoever, even if Sublicensor and its suppliers have been advised of the possibility of such damages, or for claims of any nature by a third party against Sublicensor's sublicensee and their users; (d) notwithstanding anything else in the Sublicence Agreement, the maximum aggregate liability of the Sublicensor and its suppliers to Sublicensor's sublicensees and their users or any other Person for any cause whatsoever related to the Products, Derivative Products, Resulting Products and Bundled Products shall not exceed the fees actually paid by Municipal Licensee in the last 12 months under this Agreement, if any; or, if no licence fees have been paid, $1, which limitation of liability shall apply whether or not the liability results from a breach of a fundamental term or condition or a fundamental breach; and (e) Sublicensor accesses records filed with certain suppliers and that the acknowledgements in this section 5.2 are also to the benefit of, and can be relied on by, such suppliers and shall survive expiration or termination of the Sublicence Agreement. 5.3 Notices. Any and all notices applied by or on behalf of Licensor to the Products, including notices relating to copyright or other intellectual property or proprietary rights and limitation of liability shall be reproduced on all copies of the Products, Documentation, Derivative Products, Resulting Products and Bundled Products. Where hard copy products including paper maps are produced, the applicable notifications set out in Product Sheets shall be placed thereon. The Municipal Licensee and the Sublicensees shall not limit or derogate from the scope of the notices set out in Products, Documentation and in applicable Product Sheets. 5.4 Standards. When sublicensing the Products, Derivative Products, Resulting Products and Bundled Products the Municipal Licensee and its Approved Sub- Licensees shall each: (a) not engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to Licensor and its Suppliers or to the Products, Derivative Products, Resulting Products and Bundled Products; (b) provide adequate support, technical literature, and such other assistance as may be necessary or appropriate to the use of the Products, Derivative Products, Resulting Products and Bundled Products; and (c) comply with all applicable laws and regulations relating to the marketing, licensing and promotion of the Products. Derivative Products, Resulting Products and Bundled Products including any applicable privacy and access to information laws. 6.0 UPDA TES AND MAINTENANCE. 6.1 Updates and Support. Municipal Licensee acknowledges that Licensor and its Suppliers are not required to provide any updates, fixes, new versions, new releases, maintenance and support for the Products to Municipal Licensee, Sublicensees or any other Person unless expressly set out in a Product Sheet. 6.2 Exclusion. Notwithstanding section 6.1, Municipal Licensee acknowledges that no maintenance shall be provided by Licensor for Products containing or based on the MP ACIMNR assessment parcel fabric and crown parcel fabric after the earlier of expiration or termination of the OPMA. Page 7 of 22 CONFIDENTIAL JNFORMA TION OF TERANET ENTERPRISES INC. This document may not be copied or transmitted without the express written consent of Teranet Enterprises Inc. General Municipal Licence Agreement - OPMA Ownership Mapping Data Products. Version 2.0. AprilS. 2004 7.0 OWNERSHIP RIGHTS. 7.1 IP Acknowledgement. Municipal Licensee acknowledges thaI: (a) the Products contain technical information and commercial information and copyright, trade secret rights and other intellectual property and proprietary rights reside in the Products and Documentation; (b) Licensor and its Suppliers hold copyright and other intellectual and proprietary rights in the Products and Documentation, and all right, title and interest in and to the Products and Documentation, including the Products as they may form part of Derivative Products, Resulting Products and Bundled Products, and all modifications thereto will at all times be vested in and remain the property of Licensor and its Suppliers (including the Government of Ontario who may own or licence the Products); (c) no change made to Products or Documentation however extensive, shall affect or negate the title of Licensor and its Suppliers in the Products and Documentation or any component of the Products incorporated into a Derivative Product, Resulting Product and a Bundled Product; (d) no ownership right in and to the Products and Documentation are transferred to Municipal Licensee; and (e) Licensor hereby reserves all copyright, trade secret, intellectual property and proprietary rights not expressly granted hereunder. 8.0 REPORTS, BUSINESS RECORDS AND INSPECTION, 8.1 Business Records. Municipal Licensee shall maintain and shall require its Approved Sub-Licensees to maintain accurate business records of all transactions relating to the sublicensing of the Products, Derivative Products, Resulting Products and Bundled Products to other Persons. Such records shall be open for inspection or audit by Licensor or its agents and representatives, at the expense of Licensor, during normal business hours upon no less than five (5) calendar days prior written notice. Municipal Licensee shall maintain all such records for a period of at least five (5) years after the termination of this Agreement. Municipal Licensee shall ensure all Sublicensees, other than Users, maintain all such records for a period of at least five (5) years after the earlier of expiration or termination of the related Sublicence Agreement. Licensor shall have the right to make copies of such records at its own expense, provided that Licensor's right to audit the aforementioned business' records may be exercised no more than once every calendar year. Licensor will bear the cost of the audit unless the audit determines that accurate business records have not been maintained by Municipal Licensee or Approved Sub-Licensee in which case the Municipal Licensee shall bear the cost of the Licensor's audit. 8.2 Reports. Municipal Licensee shall provide reports and other information with respect to the use and sublicensing of Products, Documentation, Derivative Products, Resulting Products and Bundled Products as may be requested by Licensor, including, without limitation, copies of Sublicence Agreements entered into under this Agreement. 9.0 DESCRIPTION OF PRODUCTS AND DOCUMENTA TION AND DELIVERY. 9.1 Product Description. The Products and Documentation to be delivered by Licensor to Municipal Licensee, the delivery term for each Product and related Product support are described in the Product Sheets attached hereto. 9.2 Product Delivery. The Products shall be delivered to Municipal Licensee for the Geographic Coverage in accordance with the delivery schedule during the delivery terms, all as set out in the Product Sheets attached hereto. 9.3 Acceptance Period and Process. Municipal Licensee shall have the period set out in the appendices to review and accept Products in accordance with the acceptance process set out therein. 9.4 Ceasing Delivery. Licensor may cease delivering Products to Municipal Licensee if: (a) any applicable law, regulation, order or government policy restricts or precludes the collection, use or disclosure of the Products or any part thereof by Licensor, or the use of or access to the Products or part thereof by Municipal Licensee and the Sublicensees; (b) any law, governmental regulation or order is issued by the office of the Privacy Commissioner of Ontario or the federal Privacy Commissioner, or a court or tribunal restricts or precludes the collection, use andlor disclosure of the Products, or any part thereof, or the use of aT access to the Products; (c) anyone of Licensor's Suppliers terminates Licensor's right to sublicense the Products, or any part thereof, hereunder; (d) Municipal Licensee is required to disclose or release the Products (in whole or in part or as part of a Bundled Product), a Derivative Product or a Resulting Product under an order or decision of a court, tribunal or other authority of competent jurisdiction (including without limitation, an order under the Municipal Freedom of Information and Protection of Privacy Act (Ontario) or other legislation), which order or decision is not stayed or under judicial review; or (e) either of MPAC or MNR cease paying their respective Maintenance Fees (as defined in the OPMA) to Licensor under the OPMA for the Products provided in the area comprising the Geographic Coverage, and Expanded Coverage, if any. ]0.0 ]0.1 other PRICING AND INVOICES. Licence Fees, Delivery and Support Fees and Fees and Charges. The fees payable for the Page 8 of 22 CONFIDENTIAL IJII'FORMA TlON OF TERANET ENTERPRJSES INC. This documenl may nol be copied or transmitted without the express written consent of Teranet Enterprises Inc. General Municipal Licence Agreement - OPMA Ownership Mapping Data Products, Version 2.0, AprilS. 2004 Products and services provided hereunder, including without limitation Products Licence fees and delivery and support fees, are set out in the Fee Sheets attached hereto from time to time. 10.2 Payment of Fees. Unless stated otherwise in the Agreement, applicable Fee Sheet or invoice: (i) Licensor shall invoice Municipal Licensee for the Products Licence fees, delivery and support fees and other fees applicable to this Agreement annually in advance; (ii) all fees payable under this Agreement shall be due and payable thirty (30) calendar days from the invoice date; and (iii) all fees payable under this Agreement are exclusive of freight and all taxes, duties, levies, assessments or charges now or hereafter levied or imposed in any way whatsoever by the appropriate authorities in the relevant jurisdictions. All such fees and taxes shall be paid by Municipal Licensee to Licensor. 10.3 Currency. All dollar amounts referred to in this Agreement or required to be paid under this Agreement are in the lawful money of Canada. 10.4 Fees for Sublicences. Municipal Licensee shall be responsible for and bear all fees, charges and expenses (including taxes) related to its obtaining and distributing the Products, Derivative Products, Resulting Products and Bundled Products to Sublicensees. 10.5 Interest. If Municipal Licensee fails to make any payment when due, then in addition to any other remedy available at law, Municipal Licensee shall pay interest on any amounts outstanding together with accrued but unpaid interest thereon at an annual rate equal to the commercial lending rate of interest that Licensor's banker quotes in Toronto as the reference rate of interest (commonly known as "prime") for the purpose of determining the rate of interest that it charges to its commercial customers for loans in Canadian funds; plus one percent (1 %), calculated from the date such payment is due to the date of payment and compounded monthly. 11.0 TERM AND TERMINA TION 11.1 Commencement. This Agreement shall commence on the Effective Date and continue until terminated in accordance with the provisions of this Agreement (the "Term"). 11.2 Termination of this Agreement. This Agreement, and any Licence granted hereunder shall terminate immediately in the event that: (a) Municipal Licensee is in default of a material obligation under this Agreement, and the default is not cured within thirty (30) calendar days of receiving the notice from Licensor; (b) Municipal Licensee breaches any of its obligations or covenants hereunder with respect to confidential information, or infringes any copyright or other intellectual property or proprietary rights in the Products; (c) a Sublicensee is in default of its Sublicence Agreement with Municipal Licensee and Municipal Licensee fails to terminate the Sub licence Agreement and secure return of all copies of the Products, Derivative Products, Resulting Products and Bundled Products within thirty (30) calendar days of becoming aware of the occurrence of such default by Sublicensee; (d) any applicable law, regulation, decision, order or government policy restricts or precludes the collection, use or disclosure of the Products or any part thereof by Licensor, or the use of or access to the Products or part thereof by Licensor; (e) any law, governmental regulation or order is issued by the office of the Privacy Commissioner of Ontario or the federal Privacy Commissioner restricts or precludes the collection, use andlor disclosure of the Products, or any part thereof, or the use of or access to the Products; or (f) anyone of Licensor's Suppliers terminates Licensor's right to sublicense the Products, or any part thereof, hereunder. 11.3 Other Remedies. Municipal Licensee agrees that any dealings with the Products, Derivative Products, Resulting Products and Bundled Products in a manner inconsistent with or in derogation of Licensor's ownership or proprietary rights therein, by Municipal Licensee or a Sublicensee, would cause Licensor irreparable harm for which monetary damages would not be a sufficient or appropriate remedy. 12.0 REPRESENTATIONS, WARRANTIES AND CONFIDENTIALITY. 12.1 General. Licensor and Municipal Licensee represent and warrant to each other as foHows: (a) it has the power to and is authorized to enter into this Agreement; (b) the carrying out of this Agreement will not breach or interfere with any other agreement which it has entered into; and (c) it will not enter into another agreement the carrying out of which would interfere with the carrying out of this Agreement. 12.2 Confidentiality, Privacy, Access to Information. The confidentiality of any material or information provided to Municipal Licensee under this Agreement, including, without limitation confidential information concerning Licensor, the Products and Documentation may be subject to the provisions of applicable protection of privacy and access to information legislation. Municipal Licensee acknowledges that the Products were not created by or for Municipal Licensee and it does not have the authority to regulate the use of the Products and that it does not have a statutory obligation to collect or maintain the Products. For the purposes of such applicable law, Licensor and Municipal Licensee agree that disclosure of the Products, Derivative Products, Resulting Products and Bundled Products or any Page 9 of 22 CONFIDENTIAL INFORMA TION OF TERANET ENTERPRJSES INC. This document may not be copied or transmitted without the express written consent of Teranet Enterprises Inc. General Municipal Licence Agreement - OPMA Ownership Mapping Data Products, Version 2.0. AprilS. 2004 confidential information of Licensor including without limitation information concerning Licensor, the Products or the Documentation in each case other than in accordance with the terms of this Agreement, could significantly prejudice the competitive position of Licensor in the marketplace or interfere significantly with other contractual negotiations of Licensor. 12.3 Precautions. Municipal Licensee shall take all reasonable precautions to prevent any confidential information or material provided to it by Licensor from being used, accessed or acquired by any unauthorised Person or Persons. Municipal Licensee shall disclose Licensor's confidential information only to such of its employees and agents as have a need to know for the purposes of this Agreement and are subject to obJigations of confidence with respect thereto. 13.0 INDEMNITY, WARRANTIES, AND LIMITATION OF LIABILITY. 13.1 By Municipal Licensee. Municipal Licensee will indemnify, defend and save harmless Licensor and its Affiliates and their Suppliers, and their respective officers, directors, agents, employees and representatives (collectively, the "Indemnitee") against: (a) any claims that arise due to the use of the Products, Derivative Products, Resulting Products and Bundled Products by the Municipal Licensee, Sublicensees or any other Person; (b) any claims that arise from any breach of obligations of Municipal Licensee and Sublicensees hereunder; and (c) any third party claims arising in connection with this Agreement; and Municipal Licensee will pay the resulting costs, damages, reasonable legal fees, penalties and expenses of any kind whatsoever finally awarded. Municipal Licensee stands as surety for its Sublicensees. 13.2 No Warranties And Limitation of Liability. Municipal Licensee acknowledges that Indemnitee makes no warranties with respect to the Products and Documentation and that the Products and Documentation are provided on an "as is" and "as available" basis, without any warranties, representations or conditions, express or implied including warranties, representations or conditions of merchantable quality, fitness for a particular purpose or non-infringement of third party rights, or those arising by Jawor by usage of trade or course of dealing. The entire risk as to the results and performance of the Products and Documentation and any Derivative Products, Bundled Products and Resulting Products is assumed by Municipal Licensee, the Sublicensees and their respective users. Municipal Licensee further acknowledges that Indemnitee shall not have any liability to Municipal Licensee or any other Person or entity for any loss of revenue, profit or savings, lost or damaged data, or other commercial or economic loss, or any indirect, incidental, special or consequential damages whatsoever, even if such Indemnitee has been advised of the possibility of such damages, or for claims of any nature by a third Person against Municipal Licensee. Notwithstanding anything else in this Agreement, Licensor's maximum aggregate )jability to Municipal Licensee or any other Person for any cause whatsoever related to this Agreement shaJJ not exceed tbe license fees actuaJJy paid by Municipal Licensee, if any, in the twelve months preceding the date of any claim, or, if no licence fee has been paid, $1. Municipal Licensee acknowledges that Licensor accesses records tiled with certain Suppliers and tbis section is included for the benefit of, and can be relied on by, such Suppliers. This section shaH apply whether or not liability results from a breach of a term or condition or a fundamental breach of this Agreement. This section shall survive the termination of this Agreement. 14.0 GENERAL. 14.1 Notice. Any notice given in accordance with this Agreement shaIl be in writing and the effective date of any such notice, if mailed, shall be the fifth (Sth) business day following the date of mailing date, if hand delivered, shan be the date of delivery, and if delivered by facsimi1e transmission, shalJ be the first business day folJowing transmission (with confirmation copy mailed). The address for notice for the Licensor is as follows: Teranet Enterprises Inc. I Adelaide Street East, Suite 600, Toronto, Ontario M5C 2V9, Attention: Director of E-Government Services telephone: (416) 643-1018; facsimile: (416) 360- 5673 with a copy to the attention of the General Counsel, facsimile: (416) 360-2841 and the address for notice to the Municipal Licensee is to the business contact at the address or facsimile number set out on the face page of this Agreement. 14.2 Governing Law. This Agreement is made in the Province of Ontario and shall be construed and interpreted in accordance with the laws of the Province of Ontario. The parties hereby attorn to the courts of Ontario for resolution of any dispute hereunder. 14.3 Entire Agreement And Amendment. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties with respect to the subject matter hereof. This Agreement shalJ not be amended or modified except in writing and signed by authorized representatives of both parties. 14.4 Assignment. This Agreement. and any of Municipal Licensee's rights and obligations hereunder, shall not be assigned or transferred in whole or in part without the prior written consent of Licensor. Any change of control of Municipal Licensee shall be deemed to be an assignment of this Agreement. This Agreement will enure Page 10 of22 CONFIDENTIAL INFORl\1A TION OF TERANET ENTERPRISES INC. This documenl may nOI be copied or Iransmiued without the express wriuen consent of Teranet Enlerprises Inc. General Municipal Licence Agreemenl - OPMA Ownership Mapping Data Products, Version 2.0. AprilS. 2004 to the benefit of and be binding upon the parties and their respective Approved successors and assigns. 14.5 Severability And Waiver. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid pursuant to applicable laws, and if any provision of this Agreement would be prohibited by or invaJid pursuant to such applicable laws, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. No waiver of any breach of this Agreement shall operate as a waiver of any similar subsequent breach or any breach of any other provision of this Agreement. 14.6 Relationship Of The Parties. This Agreement does not make any party the agent of the other party. No party may create an obligation on behalf of another and no joint venture or partnership between the parties is created or intended hereby. 14.7 Headings. Headings used in this Agreement have been inserted for convenient reference only and shall not be used in the interpretation of and do not form a substantive part of this Agreement. 14.8 Survival. All sections intended to survive. including all warranties, indemnities and confidentiality covenants. shall survive the lerminalion of this Agreement. 14.10 Publicity. Municipal Licensee shall not publicize this Agreement or issue any press releases with respect thereto without the written approval of Licensor. 14.11 Force Majeure. Neither party shall be under any liability to the other as a result of any delay or default in carrying out its obligations hereunder which is due in whole or in part to an event of force majeure. A party who contends that its obligation is suspended or its performance is excused by reason of force majeure must give prompt written notice to the other party specifying the condition or event constituting same in which case both parties' obligations pursuant to this Agreement shall be suspended during such period. Upon cessation of such force majeure, such party shall give like notice and commence performance hereunder as promptly as reasonably practicable. If the condition or event constituting force majeure persists for more than 30 calendar days after such notice, either party may terminate this Agreement by written notice to the other party. For the purposes hereof, "force majeure" shall mean any cause that is beyond the reasonable control of the party claiming the force majeure and which is affecting performance by such party but does not include a failure to make payments under this Agreement. 14.12 Language. The parties have requested that this Agreement and all communications and documents relating hereto be expressed in the English language. Les parties ont exige que la presente convention ainsi que tous documents s'y rattachant soient rediges dans la langue anglaise. 14.13 Rights Cumulative. The parties agree that their respective rights and remedies in this Agreement shall be independent and cumulative and no remedy contained herein is intended to be exclusive but shall be in addition to every other remedy contained herein and that the taking of a judgement or judgements with respect to any of the covenants contained herein shall not operate as a merger of any of the other covenants contained in this Agreement. ]4.14 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. 14.15 Time Of The Essence. Time shall be of the essence in this Agreement. END Page 11 of22 COI\'FIDENTIAL INFORMA nON OF TERANET ENTERPRISES INC. This document may not be copied or transmitted without the express written consent of Teranet Enterprises Inc. General Municipal Licence Agreement - OPMA Ownership Mapping Data Products. Version 2.0, AprilS, 2004 GENERAL MUNICIPAL LICENCE AGREEMENT- OPMA OWNERSHIP MAPPING DATA PRODUCTS APPENDIX 1 INTERNET GUIDELINES 1.0 DEFINITIONS. In this Appendix I the following capitalized words shall have the meanings ascribed to them below: "Displaying Entity" means the Municipal Licensee, or an Approved Sub-Licensee, who wishes to provide an Internet Service to its Users; "Internet Service" means the display or communication by a Displaying Entity of the Products. Derivative Products, Resulting Products and Bundled Products, or part thereof, on a Site to its Users; "Site" means any site on the Internet where the Internet Service can be accessed by Users; and "User" means one or more of those Persons who will be accessing and using an Internet Service 2.0 NOTICE OF PROPOSED INTERNET SERVICE. 2.1 Process. If a Displaying Entity wishes to provide an Internet Service, it shall notify Licensor and provide the following information using the Notice of Internet Service attached hereto. 2.2 Nominal Fee. Displaying Entity cannot charge any fee(s) in connection with the Internet Service other than a nominal fee aimed solely at cost recovery of its efforts to provide the Internet Service. 3.0 KEY TERMS OF USE. 3.1 Terms. If a Displaying Entity provides an Internet Service on a Site, the Displaying Entity must also display on the Site provisions substantially similar to those set out below. Without limiting the generality of the foregoing, each Displaying Entity shall post the provisions below in a reasonably conspicuous manner on the Site in accordance with industry practice, which shall include posting a text link labelled "Terms of Use" linked to the provisions on the homepage of the Site. Each Displaying Entity shall also require each User of the Site to agree to be bound by all of the provisions set out below, prior to permitting such User to access and make use of the Internet Service and view the Products, Derivative Products, Resulting Products and Bundled Products. (a) Acceptance. To use the [insert name of Internet Service], You must agree to the following terms and conditions (the "Terms and Conditions") by filling in your name (or, in the case of a company, partnership, joint venture or other entity, its full legal name including the words "I have authority to bind the foregoing") and clicking on the "I accept" button below. The terms "You" and "User" as used herein refers to the name inserted prior to clicking on the "I accept" button. (i) (b) Grant of Licence. (Insert name of Displaying Entity] ("Licensor") hereby grants to You a non-exclusive, non- transferrable [perpetual] licence to view and print a single copy of the material on the [insert name of the Internet Service] web site (the "Site Products")solely for User's personal non-commercial use.. [Note: This licence does not have to be a perpetual licence. It is up to the Displaying Entity granting the licence to decide.] (c) Licence Restrictions. Unless otherwise specified User may not copy, modify, distribute, transmit, display, reproduce, publish, license, create derivative works from, link to or frame in another website, use on any other website, transfer or sell the Site Products in whole or in part either voluntarily or by operation of law. The foregoing prohibition expressly includes, but is not limited to, the practice of screen scraping, database scraping or any such practice or activity; the purpose of which is to obtain data or portions thereof, portions of databases from the Site, in any manner or any quantities not expressly authorized hereunder. (d) Maintenance of Data. User hereby acknowledges that Licensor and its suppliers are not required to provide any updates, fixes, new versions, new releases, maintenance andlor support of any kind for the Site Products to Users. [Note: If a Displaying Entity wants to, it can amend this section to specify that it will provide some form of maintenance, but only with respect to those portions of the Site Products that it owns.] (e) Ownership. User acknowledges that: (i) the Site Products contain technical information and commercial information and copyright, trade secret rights and other intellectual property and proprietary rights reside in the Site Products; (ii) Licensor, and its suppliers, hold copyright and other intellectual and proprietary rights in the Site Products and all right, title and interest in and to the Site Products and all modifications thereto will at all times be vested in and remain the property of Licensor and its suppliers; (iii) no ownership rights in and to the Site Products are transferred to User; (iv) Licensor hereby reserves all copyright, trade secret, and other intellectual property and Page 12 of 22 CONFIDENTIAL INFORMATION OF TERANET ENTERPRISES JNc. This document may not be copied or transmitted without the express written consent of Teranet Enterprises Inc. General Municipal Licence Agreement - OPMA Ownership Mapping Data Products. Version 2.0. April 5. 2004 proprietary rights not expressly granted hereunder; and (v) disclosure of the Site Products by User would significantly prejudice the competitive position in the marketplace of Licensor or its suppliers or interfere significantly with other contractual negotiations of Licensor or its Suppliers. (1) No WarrantieslLimitation Of Liability. Licensor and its suppliers makes no warranties with respect to the Site Products. and User acknowledges the Site Products are provided on an "as is" and "as available" basis. without any warranties. representations or conditions. express or implied including warranties, representations or conditions of merchantable quality, fitness for a particular purpose or non-infringement of third party rights. or those arising by law or by usage of trade or course of dealing. The entire risk as to the results and performance of the Site Products is assumed by User. LICENSOR AND ITS SUPPLIERS. AGENTS. EMPLOYEES. AND REPRESENTATIVES SHALL NOT HAVE ANY LIABILITY TO USER 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, INCIDENT AL, PUNITIVE. SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER. EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OR FOR CLAIMS BY A THIRD PARTY AGAINST USER. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT. THE MAXIMUM AGGREGATE LIABILITY OF LICENSOR AND ITS SUPPLIERS TO THE USER OR ANY OTHER PARTY FOR ANY CAUSE WHATSOEVER RELATED TO THE SITE PRODUCTS SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID BY USER. IF ANY, IN THE TWELVE MONTHS PRECEDING THE DATE OF ANY CLAIM, AND IF NO LICENCE FEES HAVE BEEN PAID, $1. THIS SECTION SHALL APPLY WHETHER OR NOT THE LIABILJTY RESULTS FROM A BREACH OF A TERM OR CONDITION, OR A FUNDAMENTAL BREACH OF THJS AGREEMENT. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRY OF THIS AGREEMENT. (g) Assignment. User may not assign this Agreement or any of its rights and obligations hereunder without the prior written consent of Licensor. (h) Termination. This Agreement, and any licence granted hereunder shall terminate immediately in the event that: (i) User is in default of a material obligation under this Agreement; (ii) User breaches any of its obligations or covenants hereunder with respect to confidential information, or infringes any copyright, trade secret or other intellectual property or proprietary rights in the Site Products; or (iii) any applicable law. regulation. decision, order or government policy restricts or precludes the collection, use or disclosure of the Site Products or any part thereof by Licensor. or the use of or access to the Site Products or part thereof by User. On termination of this Agreement. User shall cease using the licensed Site Products and, at the request of Licensor, shan destroy any copy of the Site Products in its possession and certify that the licensed Site Products have been purged from all of User's computer systems. and all hardcopy materials produced from the licensed Site Products have been destroyed. END Page 13 of 22 CONFIDENTIAL INFORMA TION OF TERANET ENTERPRJSES INC. This document may not be copied or transmitted without the express written consent of Teranet Enterprises Inc. General Municipal Licence Agreemenl- OPMA Ownership Mapping Data Products. Version 2.0. AprilS. 2004 GENERAL MUNICIPAL LICENCE AGREEMENT. OPMA OWNERSHIP MAPPING DATA PRODUCTS APPENDIX 1: INTERNET GUIDELINES FORM OF NOTICE OF INTERNET SERVICE To: Teranet Enterprises Inc. I Adelaide Street East Toronto, Ontario M5C 2V9 Attention: Director, eGovernment Services 1. Name, address of the [Municipal Licensee/Approved Sub-Licensee] 2. Name of Internet Service: 3. Site Address: 4. The Products, Derivative Products, Resulting Products and Bundled Products to be viewed by Users through the Internet Service, the functionality of the Internet Service application, the manner of display or communication and the intended Users: 5. Copy to: Notice of Internet Service The Corporation of the County of Simcoe 111 0 Highway 26 Midhurst, ON, LOL lXO Discover Simcoe http://wwVl..maps.discoversimcoe.com Digital Ownership Parcel Fabric, Digital Assessment Parcel Fabric, Ortho-rectified Aerial Photography, Simcoe County Single Line Road Network, Various Official Plan Land Use Designations, County Forests, various MNR OBM layers, and assorted mapped assets of the County of Simcoe and its partner agencies will be displayed to the public using an ESRI ArclMS image map service. Teranet This Notice of Internet Service is given by the Corporation of the County of Simcoe this 41'k ..::rc..c.n.~ ,200-*--. For the Corporation of the County of Simcoe day of ~---<<~ :J:? '" -~?"Ct?::' Signature of nicip icenseelNameffitlelDate Wp.r,).~ :::J<A.ne-4) ~OOO/ I have authority to Bind the Corporation of the County of Simcoe :,- Signature of Munici LicenseelNamerritlelDate C-/e (k- ..::J "'- n e I-f.) ~ 00..:/ I have authority t Bind the Corporation of the County of Simcoe Page 14 of 22 CONt'IDENTJAL INFORMATION OF TERANET ENTERPRISES INC. This document may not be copied or trnnsmitted without the express written consent ofTeranet Enterprises Inc. General Municipal Licence Agreement - OPMA Ownership Mapping Data Products. Version 2.0. AprilS. 2004 GENERAL MUNICIPAL LICENCE AGREEMENT- OPMA OWNERSHIP MAPPING DATA PRODUCTS APPENDIX 2 LIST OF MUNICIPAL LICENSEE DIGITAL PRODUCTS Date: May 7, 2004 . Simcoe County Official Plan Simcoe County Single Line Road Network Simcoe County Municipal Boundaries Simcoe County Bridges and Culverts Simcoe County Billboard Signs Simcoe County Proposed Roads Construction Simcoe County Roads Construction History Simcoe County Road Signs Simcoe County Forest Stand Typing . . . . . . . . CONFIDENTIAL INFORMATION OF TERANET E1\'TERPRJSES INC. This document may not be copied or transmitted without the express written consent of Teranet Enterprises Inc. General Municipal Licence Agreement - OPMA Ownership Mapping Da~ Products, Version 2.0, AprilS, 2004 Page 15 of 22 GENERAL MUNICIPAL LICENCE AGREEMENT- OPMA OWNERSHIP MAPPING DATA PRODUCTS APPENDIX 3: LIST OF APPROVED SUB-LICENSEES Date: May 7, 2004 1.0 Description of Territory. The County of Simcoe 2.0 List of Approyed Sub-Licensees. The Corporation of the Township of Adjala- Tosorontio The Corporation of the City of Barrie The Corporation of the Town of Bradford West GwilJimbury The Corporation of the Township of Clearview The Corporation of the Town of Collingwood The Corporation of the Township of Essa The Corporation of the Town of Innisfil The Corporation of the Town of Midland The Corporation of the Town of New Tecumsetb The Corporation of the City of Orillia The Corporation of the Township of Oro-Medonte The Corporation of the Town of Penetanguishene The Corporation of the Township of Ram8ra The Corporation of the Township of Severn The Corporation of the Township of Springwater The Corporation of the Township of Tay The Corporation of the Township of Tiny The Corporation of the Town ofWasaga Beach Lake Simcoe Region Conservation Authority Nottawasaga Valley ConserYation Authority Simcoe County District School Board Simcoe Muskoka Catholic District School Board Page 16 of 22 CONFIDENTIAL INFORMATION OF TERANET ENTERPRISES INC. This document may not be copied or transmined without the express written consent of Teranet Enterprises Inc. General Municipal Licence Agreemenl- OPMA Ownership Mapping Data Products, Version 2.0, AprilS, 2004 GENERAL MUNICIPAL LICENCE AGREEMENT- OPMA OWNERSHIP MAPPING DATA PRODUCTS APPENDIX 4: FORM OF SUBLICENSING REPORT Date: May 7, 2004 Sublicensing Report To: Teranet Enterprises Inc. I Adelaide Street East Toronto, Ontario M5C 2V9 Attention: Director, eGovernment Services 1. Name of Municipal Licensee The Corporation of the County of Simcoe 2. Name of Approved Sub-Licensee: The Corporation of the Township of Adjala-Tosorontio The Corporation of the City of Barrie The Corporation of the Town of Bradford West Gwillimbury The Corporation of the Township of Clearview The Corporation of the Town of Collingwood The Corporation of the Township of Essa The Corporation of the Town of Innisfil The Corporation of the Town of Midland The Corporation of the Town of New TecuD1Seth The Corporation of the City of Orillia The Corporation of the Township of Oro-Medonte The Corporation of the Town of Penetanguishene The Corporation of the Township of RBmarB The Corporation of tbe Township of Severn The Corporation of tbe Township of Springwater The Corporation of tbe Township of Tay The Corporation of the Township of Tiny The Corporation of the Town of Wasaga Beach Lake Simcoe Region Conservation Authority Nottawasaga Valley Conservation Authority Simcoe County District School Board Simcoe Muskoka Catholic District School Board 3. Approved Sub-Licensee address, Township of Adjala-Tosorontio telephone and facsimile number Box 94 and e-mail address: Loretto, ON, LOG lLO (905) 936-3471, fax (905) 936-3041 City of Barrie 70 Collier Street, P.O. Box 400 Barrie, ON, L4M 4T5 (705) 739-4220 x4373, fax (705) 739-4263 Town of Bradford-West Gwillimbury Box 160 Bradford-West Gwillimbury, ON, L3Z 2A8 (705) 775-5366, fax (705) 775-0153 Township of Clearview Box 200 Stayner, ON, LOM ISO (705) 428-6230, fax (705) 428-0288 Page J7 of 22 COJ'.'FJDENTIA I, INFO~'\1A TION OF TERANET ENTERPRISES INC. This document may not be copied or transmitted without the express written consent of Teranet Enterprises Inc. General Municipal Licence Agreement - OPMA Ownership Mapping Data Products. Version 2.0. AprilS. 2004 Town of Collingwood Box 157 Collingwood, ON, L9Y 3Z5 (705) 445-1030, fax (705) 445-2448 Township of Essa Box 10 Angus, ON, LOM IBO (705) 424-9770, fax (705) 424-2367 Town of Innism Box 5000 Stroud, ON, LOL 2MO (705) 436-3710, fax (705) 436-7120 Town of Midland 575 Dominion Av. Midland, ON, L4R IR2 (705) 526-4275, fax (705) 526-9971 Town of New Tecumsetb Box 910 Alliston, ON, L9R lAl (705) 435-6219, fax (705) 435-2873 City of Odilia 50 Andrew St. S Orillia, ON, L3V 7T5 (705) 325-2271, fax (705) 329-2670 Township of Oro-Medonte Box] 00 Oro, ON, LOL 2XO (705) 487-2171, (705) 487-0133 Town of Penetanguishene Box 580 Penetanguishene, ON, LOK lPO (705) 549-7453, fax (705) 549-3743 Township of Ramua Box 130 Brechin, ON, LOK 1 BO (705) 484-5374, fax (705) 484-0441 Township of Severn Box 159 Orillia, ON, L3V (705) 325-2315, fax (705) 327-5818 Township of Springwater 1]]0 Highway 26 Midhurst, ON, LOL lXO (705) 728-4784, fax (705) 182-6957 Township of Tay Box 100, Park St. Victoria Harbour, ON, LOK 2AO (705) 534-7248, fax (705) 534-4493 CONFIDENTIAL INFORMATION OF TERANET ENTERPRJSES INC. This document may not be copied or transmitted without the express wrinen consent of Teranet Enterprises Inc. General Municipal Licence Agreement - OPMA Ownership Mapping Data Products. Version 2.0. April S. 2004 Page 18 of 22 Township of Tiny R. R. #1 Perkinsfield, ON, LOL 2JO (705) 526-4204, fax (705) 526-2372 Town ofWasaga Beach Box 110 Wasaga Beach, ON, LOL 2PO (705) 429-3844, fax (70S) 429-6732 Lake Simcoe Region Conservation Authority 120 Bayview Parkway, Box 282 Newmarket, ON, L3Y 4X1 (905) 895-1281, fax (905) 853-5881 Nottawasaga Valley Conservation Authority 8195 8th Line Utopia, ON, LOM 1 TO (705) 424-1479 x22S, fax (705) 424-2115 Simcoe County District School Board 1110 Highway 26 Midhurst, ON, LOL lXO (705) 728-7570, fax (705) 728-6097 Simcoe Muskoka Catholic District School Board 46 A lliance Blvd. Barrie, ON, L4M 5K3 (705) 722-3555, fax (705) 722-6534 4. Description of Products, Derivative Products, Resulting Products and Bundled Products licensed to Approved Sub-Licensee: Digital Ownership Parcel Fabric, Digital Assessment Parcel Fabric and may be delivered with the following bundled data: Simcoe County Single Line Road Network, Simcoe County Civic Address Points, Simcoe County Forests, Simcoe County Greenlands, MNR OBM layers, Soil Classification layer, Ortho-rectified Aerial Photography. 5. Term of the Licence (select one) Perpetual 1.Jt1- -r This Sublicensing Report is approved by Municipal Licensee this 7- day of -......J \..l..fIe.- ,200~. For the Municipal Licensee s;.n,,~u!'~<iN'melTideIDute ) have authority to Bind Municipal Licensee C/eJ~ Page ]9 of 22 CONFIDENTIAI_ INFORMA TION OF TERANET ENTERPRISES INC. This document may nOI be copied or transmined without Ihe express written consent of Teranet Enterprises Inc. General Municipal Licence Agreemenl- OPMA Ownership Mapping Data Products. Version 2.0, April S, 2004 GENERAL MUNICIPAL LICENCE AGREEMENT- OPMA OWNERSHIP MAPPING DATA PRODUCTS APPENDIX 5 PRODUCT SHEETS AND RELA TED TERMS AND CONDITIONS Date: May 7, 2004 1.0 LIST OF A TT A CHMENTS. Attached to this Appendix and forming part of the Agreement are the following: (a) Product Sheet - Ontario Parcel Ownership Data (AutoCAD DWG); (b) Fee Sheet. The Product Sheets contain Product descriptions and other particulars relating to the delivery for the Product(s) identified above. The Fee Sheet sets out all fees including. without limitation, the Licence fees, delivery and support fees and other charges applicable to the licensed Products and this Agreement. 2.0 PRODUCT SPECIFIC DEFINITIONS. 2.1 Definitions. In this Appendix 5, and the attached Product Sheet(s), the foJJowing capitalized words shall have the meanings ascribed to them below: "Assessment Parcel" means an area of the earth's surface in the Province of Ontario, defined by boundaries and an ARN, for property assessment purposes, as defined by MPAC from time to time; "ARN" means the assessment roll number used in property assessment in Ontario; "Basic Index Mapping or BIM" means one of the mapping specifications used to build and maintain map data. "Crown ID" means the number assigned by MNR, directly or indirectly to a Crown Parcel. "Crown Parcel" means an area of the earth's surface in the Province of Ontario, defined by boundaries and an a Crown ID, representing areas of interest to the Crown including but not limited to the following: federal government lands, Indian reserves, patented land under the Public Land Act, Lands transferred by orders in council, land plans, licenses of occupation, land use permits, parks, conservation areas and easements; "Geographic Coverage" means, with respect to the Products, the geographic coverage described in a Product Sheet attached hereto; "LRO" means an Ontario Government land registry office; "Map Block" means a geographic area used by the Licensor for organising data. Map Blocks are identified by a five digit number which is also the first five digits of the PINs for non-condominium parcels contained within the Map Block. "Maintenance Fees" means those fees paid under the OPMA to Licensor by MNR and MPAC respectively; "Ownership Parcel" means an area of the earth's surface in the Province of Ontario, defined by boundaries and a PIN, required for land registration purposes in the Province of Ontario Land Registration Information System; "POLA RIS@" means the Province of Ontario Land Registration Information System; "POLARIS Specification" means one of the mapping specifications used to build and maintain map data. "PIN" means the unique property identification number assigned through the POLARIS system used for Ownership Parcels. 'PRE-BIM" or "Pre Basic Index Mapping" means one of the mapping specifications used to build and maintain map data. 3.0 LICENCE RESTRICTIONS. 3.1 Additional Restrictions. In addition to the licence restrictions set out in the Agreement, Municipal Licensee and the SubJicensees shall not use the Products, Derivative Products, Resulting Products and Bundled Products in the following manner: (a) Municipal Licensee shall not use the Products, Derivative Products, Resulting Products or Bundled Products for marketing or commercial mass mailing purposes. (b) Sub1icensees shall not use the Products, Derivative Products, Resulting Products or Bundled Products for marketing or commercial mass mailing purposes. 4.0 ACCEPTANCE, REJECTION AND REDELIVERY. 4.1 Acceptance. Municipal Licensee shall have fourteen (14) calendar days from the shipping date of each deJivery of a Product to review the Product to determine whether: (a) if delivered on physical media, the physical media on which a Product is delivered is free of defects; (b) the data comprising the Product is not corrupt; CONFIDENTIAL INFORMATION OF TERANET ENTERPRISES INC. This document may not be copied or transmitted without the express written consent of Teranet Enterprises Inc. General Municipal Licence Agreement- OPMA Ownership Mapping Data Products, Version 2.0, AprilS, 2004 Page 20 of 22 (c) the Product contains the geographic coverage for the Product set out in the applicable Product description; (d) the Product contains the available feature types set out in the applicable Product description; (e) the Product contains the available data content for the feature types for the Product; ([) if delivered on physical media, the Product is contained on the physical media; and (g) the Product is delivered in the delivery format, datum and projection and accept or reject a delivery of a Product as set out in section 4.2 below. Product description, method of delivery including media, geographic coverage, features types, format, datum and projection as well as other particulars relating to delivery of a Product are set in the applicable Product Sheets 4.2 Acceptance or Rejection. If Municipal Licensee determines there is a problem in a delivery of the Product for the reasons set out above in section 4.1, it shall send a written notice of rejection to Licensor, which notice shall contain reasons detailing why a delivery of a Product was not accepted. The reasons provided by Municipal Licensee shall be sufficiently detailed so that Licensor can confirm the nature of the delivery problem. If no such written notice rejecting a delivery of a Product is received by Licensor within the fourteen (14) calendar day acceptance period, Municipal Licensee shall be deemed to have accepted that delivery of a Product. 4.3 Redelivery. If Municipal Licensee sends a written notice to Licensor stating that a delivery of a Product has been rejected for a reason set out in section 4.1 and Licensor confirms that: (a) the physical media on which a Product was delivered is defective, Licensor shall redeliver the Product within fourteen (14) calendar days; (b) the data comprising a Product is corrupt or the geographic coverage of a Product was not contained on the physical media or if some available feature types of a Product were missing from the physical media or missing from a Product, Licensor shall redeliver those files that make up that part of a Product where the data was corrupted or missing within a further twenty-eight (28) calendar days; and (c) the data comprising a Product is in the incorrect format, datum or projection or a Product was not contained on the delivery media, Licensor shaH redeliver those fJles that make up that Product within a further twenty- eight (28) calendar days; after Licensor's receipt of the notice of rejection from Municipal Licensee. 5.0 FORM OF SUBLICENCE AGREEMENT. 5.1 For Municipal Licensee. The form of Sublicence Agreement entered into by Municipal Licensee and its Approved Sub-Licensees and Service Providers shall be a written agreement fully accepted by Municipal Licensee and the other party. 5.2 For Approved Sub-Licensee. The form of Sublicence Agreement entered into by an Approved Sub-Licensee and its Service Providers shall be a written agreement fully accepted by Municipal Licensee and its Service Providers. END Page 21 of22 CONFIDENTIAL INFORMATION OF TERANET ENTERPRISES INC. This document may not be copied or transmitted without the express wriUen consent of Teranet Enterprises Inc. General Municipal Licence Agreement - OPMA Ownership Mapping Data Prqducts. Version 2.0. AprilS. 2004 GENERAL MUNICIPAL LICENCE AGREEMENT. OPMA OWNERSHIP MAPPING DATA PRODUCTS APPENDIX 5 PRODUCT SHEETS AND RELA TED TERMS AND CONDITIONS FEE SHEET 1.0 DELIVERY AND MPAC AND MNR PAYMENTS. Licence fees for the Products provided hereunder to Municipal Licensee are being paid by MPAC and MNR under the OPMA. 2.0 TAXES. Municipal Licensee shall be responsible for and bear all taxes in effect from time to time relating to its obtaining the Products hereunder, whether assessed, levied prior to, on or after the Effective Date. This section shan survive termination of this Agreement. 3.0 DELIVERY AND SUPPORT FEES. The delivery and support fees payable for the Products delivered hereunder are set out below, which amounts are exclusive of applicable taxes in effect from time to time and Products Licence fees, if any, and are due and payable on the payment due dates set out below: Payment Period -_....---~_. ; A mount of Delivery.and SU"@p-ort Fees (CDN$) $5,350.00 $5,850.00 $5,850.00 $5,850.00 $5,850.00 $28,750.00 Payment Due Date ; -1----.- f Jun~~004.!.9 May- 31, 2005 i June 1,2004 ----1, L.~_ne 1!-2..Q.05 to_May 3.h1906 _ I June 1,2005 _ . _ I [JuneJ..:_20Q..6 to___~~y_~l, 2007____JJ.une~, 2006 ________________ I LJune.J, 2007...!.~_~a~}1, 2008 .---,---..J_Jun~!1200l____.____________L_ ! J~~}OQ~_~ May ~~_20~_._.JJ.l!-~~1, 20~______________ .! . Total Delivery and Support Fees I L_________._____(~~~~l~~_of .!p.P_~icable !.axes)..L END Page 22 of 22 COI'i'FJDENTlAL INFORMATION OF TERANET ENTERPRISES INC. This document may not be copied or transmitted without the express written consent of Teranet Enterprises Inc. General Municipal Licence Agreement- OPMA Ownership Mapping Data Products, Version 2.0, April 5, 2004 Product Sheets Licensor Product Sheet - Ontario Parcel Ownership Data Client Name County of Simcoe 1. Product Name . Ontario Parcel Ownership Data 2. Product Description See attached, Product Description - . Ontario Parcel Ownership Data (AutoCAD DWGIDXF) 3. Product Update . Updates consist of only those Map Blocks in the Geographic Coverage which have received Description any maintenance since the previous update delivery, including, where available, a one block buffer. 4. Documentation . Not applicable. Description 5. Product Geographic . The geographic area will consist of the Map Blocks contained within Land Registry Office 51 Coverage (Simcoe) and a one block buffer as listed in the list of Map Blocks in the attached "GEOGRAPHIC COVERAGE" 6. Product Specification . Some LROs in the Geographic Coverage are POLARIS (Province of Ontario Land Registration Information System) specification (Dufferin, Peel, York, and Durham) and some are a combination of POLARIS and ElM (Basic Index Mapping) specification (Simcoe). 7. Product . UTM NAD 83, zone 17. DatumIPNiectionlZone 8. Product Data Structure . The Product will be delivered as one AutoCAD DWG Version 2000 file for each Map Block. The fijes will be called BLKxxxxx.DWG where xxxxx is the Map Block number. The features included will consist of: . Those listed in Table 1 in the attached product description; . Those listed in Table 2 in the attached product description 9. Product Delivery . AutoCAD DWG Version 2000 Format 10. Product Delivery Media CD ROM 11. Product Delivery Courier Method 12. Delivery Frequency There will be one Initial Delivery of the Product and 19 Update Deliveries at quarterly intervals. The tirst update delivery will be made 3 months after the initial delivery and subsequent updates at 3 month intervals thereafter. 13. Delivery Start Date The Initial Delivery of the Product will be delivered within 60 days of the Agreement Effective Date provided that the Agreement is signed by the Client and delivered to Teranet within 45 days of Agreement Effective Date. ]4. Permitted Product As expressly permitted in the Agreement and Attachments. Copies 15. Permitted As expressly permitted in the Agreement and Attachments. Documentation Copies 16. Product Technical Licensor wm provide support in: Support (a) understanding the data models employed by the Licensor; (b) understanding the business rules relevant to the maintenance of ownership parcels; (c) investigating data problems with the Product; and (d) investigating delivery problems with the Product. 17. Copyright Notices For digital and hard copy products - @ Teranet Enterprises Inc. and its suppliers. All rights reserved. NOT A PLAN OF SURVEY. 18. Client Delivery Address, Grant Hudolin Delivery Contact Name, 1110 Highway 26, Midhurst, ON, LOL lXO Telephone, Fax & email (ph) 705-726-9300 x219 (fax) 705-726-3991 i1hudolin@countv.simcoe.on.ca 19. Delivery & Product Provided through Teranet Customer Services Centre at I (866) 237-5937 from Monday to Friday Support 8:00 a.m. to 5:00 p.m. Eastern Time excluding Teranet Inc. observed statutory holidays. Licensor Product Sheet - Ontario Parcel Ownership Data Client Name County of Simcoe Periodic Deliveries: Delivery and Product Technical Support for this Product shall end on the expiration of the last of the acceptance periods. The "acceptance period" and process is set out in the Appendix to which this Product Sheet is attached. 20. Account Manager Richard Norris 600-1 Adelaide St. E (ph) 416-643-1035 (fax) 4 I 6-360-5673 Richard. Norris@teranet.ca Product Description ONTARIO PARCEL OWNERSHIP CAD DATA (AutoCAD DWG/DXF) Teranet Enterprises Inc. PRODUCT OVERVIEW This product consists of digital ownership parcel data ("DOPF") in AutoCAD format. It consists of two data bundles: · DOPF - Ownership Parcel Boundary Data · DOPF - Supporting Data DATA FEATURES This product includes, where available, features from two data bundles. The features are listed in the following tables: Featureriame PINs POLARIS@border propert boundaries POLARIS property boundaries. TABLE 1 DOPF Ownership Parcel Boundary DataBur)c::IleDataF~~tures Note that some of the DOPF Supporting Data features listed in the following table are only available in areas where the POLARIS mapping specification is used. These are noted in the descriptions below. Feature name Condominium plan limits CondOlllinium plan text Connected fabric line work Digitized data Easements & rights of way limits TABLE 2 DOPF Supporting Data BundleDa,~:j;'eCltures .Desctrtion (POLARIS specification only.) The outer limits of a condominium plan. The internal fabric of the plan is not ca tured. Text to describe the POLARIS Map Block number assigned (by MCBS) to the condominium (e.g., 'BLOCK 00329') and the official LRO designation for the Ian e. ., 'OXFORD CONDOMINIUM PLAN 27' . (POLARIS specification only.) Surveyed lines used when constructing the secondary ground control for POLARIS ma in. A small subset of topographic data which is used when constructing the round control for POLARIS in the absence of surve sand BIM ma in The limits of major easements and rights of way. Note that this is a limited subset of all registered easements. Those captured may include Hydro transmission corridors, cross country oil and gas pipelines, rights of way to land locked parcels and major water and sewer easements. Types of easements which are not captured include utility easements which provide access to individual properties, mutual driveways, minor water and sewer Page 1 January 2, 2004 @ 2003, 2004 Teranet Enterprises Inc. Teranet, POLARIS, Teraview and the Gateway design are registered trade-marks and e-reg is a trade-mark 01 Teranet Inc. OPI, GeoWarehouse and GeoServer are registered trade-marks and Ontario Parcel is a trade-mark of T eranet Enterprises Inc. All rights reserved. Other trade-marks and trade-names are the property of their respective owners. All rights reserved. Not to be copied without permission. Product Description Teranet Enterprises Inc. ONT ARlO PARCEL OWNERSHIP CAD DATA (AutoCAD DWG/DXF) . .:.. TABLE 2 DOPF Supporting::Data Bundle. Data Features Feature. name Oescriptlon easements, temoorarv riahts of way and easements. Easements & rights Text to describe the easement (e.g., 'UNION GAS EASEMENT). of way text First Nations lands The limits if First Nations lands. limits First Nations Lands Text to identify First Nations lands. text Geographic The limits of township lots, etc. township fabric limits Geographic Text to describe the township fabric (e.g., 'LOT 3', 'CONCESSION 12') township fabric text Ground control line (POLARIS specification only.) work Surveyed lines used when constructing the primary ground control for POLARIS specification maopina. Ground control (POLARIS specification only.) points Surveyed points used when constructing the ground control for POLARIS specification mappina. leasehold parcel The boundaries of leasehold interests to which the LRO has assigned a PIN. boundaries These may include leased water lots, cottage lots, air parcels and units within a shopping mall. In some cases, the leasehold parcel boundaries will match the ownership parcel to which it is related. In other cases, the leasehold parcel boundaries may represent the actual limits of the parcel. leasehold parcel The 9 digit PIN assigned by MCBS to leasehold parcels. PINs Urn itedinterest The boundaries of limited interests (such as mining rights, timber rights, oil parcel boundaries and gas leases, etc.) to which the LRO has assigned a PIN. In the case of three dimensional limited interest parcels, only the projection of the outermost limits of the parcel on the earth's surface are mapped. limited interest The 9 digit PINs assigned by MCBS to limited interest parcels. parcel PINs MuniciDalplan text Text to identify the lots, etc. on a municipal plan. Otherplansm'nits (POLARIS specification only.) The limits of parts, blocks, etc, on plans other than subdivision plans, condominium plans, reference plans and municipal plans. Other plans text Text to identify an 'other plan' (e.g., 'REGISTRAR'S COMPILED PLAN 125', 'EXP PLAN 1209'). Political boundary The limits of cities, towns, incorporated villages and municipal townships. limits Politicalboundary Text to identify political boundaries (e.g. 'LIMIT OF THE CITY OF BARRIE'). text This data mav be incomplete. Railway;Jands names Text to identifv the owner of railway lands (e.g., CPR, CNR). Reference plan limits (POLARIS specification only.) The limits of the parts on a reference plan. Reference plan text Text to identify a reference plan. The plan name is always captured. Part Page 2 January 2,2004 @2003, 2004 Teranet Enterprises Inc. Teranet, POLARIS, Teraview and the Gateway design are registered trade-marks and e-reg is a trade-mark of Teranet Inc. OPI, GeoWarehouse and GeoServer are registered trade-marks and Ontario Parcel is a trade-mark of Teranet Enterprises Inc. All rights reserved. Other trade-marks and trade-names are the property of their respective owners. All rights reserved. Not to be copied without permission. Product Description T eranet Enterprises Inc. ONT ARlO PARCEL OWNERSHIP CAD OAT A (AutoCAD DWGlDXF) TABLE 2 DOPF Su pportingDataBundleData.Features. Waterbod limits. Water bod names. Ian. Feature name Road names Strata PINs Subdivision. & muniCl al Ian limits Subdivision Ian text Village narnes Some villages e. ., 'GRAND RIVER' . DAT A COVERAGE The general intent with the ownership mapping is to have a uniquely identified parcel covering the entire area for which mapping has been created. That is, the intent is to have every square inch of land included in one and only one ownership parcel. In southern Ontario, this has been achieved with some exceptions: . Most large lakes (Ontario, Erie, Simcoe) have no parcels defined for them; . The so called "Excluded Areas" have no parcels defined for them. These are areas which were initially bypassed when the land registration data was automated for that area due to the complex nature of the land registration records. The following LROs currently contain Excluded Areas: . Durham (2 Map Blocks); . Huron (13 Map Blocks); . Niagara South (17 Map Blocks); . Peterborough (1 Map Block); . Simcoe (5 Map Blocks); . Toronto (11 Map Blocks). The number and location of Excluded Areas can change over time. Ownership parcels do exist for road segments. The decision of where to place the boundary between two road parcels is fairly arbitrary. In general, minor roads will be broken at intersections with major roads. Each road parcel receives a unique PIN even if the two parcels have the same road name. Ownership parcels also exist for railways and these parcels are generally broken by roads. rivers and Map Block boundaries. Each railway parcel receives a unique PIN. PARCEL IDENTIFIERS Each parcel has its own identifier defined. Page 3 January 2, 2004 @2003. 2004 Teranet Enterprises Inc. Teranet. POLARIS. Teraview and the Gateway design are registered trade-marks and e-reg is a trade-mark of Teranet Inc. OPI. GeoWarehouse and GeoServer are registered trade-marks and Ontario Parcel is a trade-mark of Teranet Enterprises Inc. All rights reserved. Other trade-marks and trade-names are the property of their respective owners. All rights reserved. Not to be copied without permission. Product Description T eranet Enterprises Inc. ONTARIO PARCEL OWNERSHIP CAD DATA (AutoCAD DWG/DXF) For ownership parcels, the identifier is called the Property Identification Number (PIN). This is a unique 9 digit number. The first 5 digits identify the Map Block and the last 4 digits identify a parcel within that Map Block. PINs are assigned to ownership parcels by MCBS through the POLARIS system. The POLARIS system also assigns PINs to some entities which are not ownership parcels. These are leasehold parcels and limited interest parcels. (See Table 2 for more information.) PINs are never re-used. For example, when a parcel is split into two new parcels, the PIN associated with the old parcel is retired and two new PINs are assigned to the two new parcels. The retired PIN will never be re-used for another parcel. A special type of PIN exists to handle situations where MCBS assigns no PIN to a parcel, one PIN to multiple parcels or multiple PINs to one parcel. (These situations are described under 'Pseudo PINs' below.) This special PIN is called a 'pseudo PIN' and can be identified by the 6th and 7'h digits falling in the range 95 to 99. Pseudo PINs are assigned by Teranet and do not appear in POLARIS title data. DATA MODEL FOR PARCEL DATA The data model used for storing the parcel data is what is referred to as the 'boundary - centroid' model. This means that, for a given parcel, all of the parcel's boundaries are stored as individual lines and arcs. In addition, a text element representing the parcel's identifier (PIN) is stored inside the parcel's boundaries. One of the results of this model is that each boundary is stored only once, even though it is usually required to define two parcels. CONDOMINIUMS There is no attempt to map the individual units within a condominium development. A single parcel is created to represent the entire condominium development. Special PINs are assigned to these 'ground parcel condominiums'. The PIN consists of the 5 digit Map Block number assigned by MCBS to the condominium development followed by 4 zeroes. PSEUDO PINS The MCBS land registry system operates under a rule which requires a single unique Property Identification Number (PIN) to be assigned to each parcel. There are a number of situations where this presents a challenge: . Some properties consist of two or more disjoint parcels. The POLARIS title system requires a single PIN for the entire property. The mapping system requires unique PINs for each component parcel. This is resolved by assigning unique pseudo PINs to the component parcels. . In some cases, the land registration records do not allow a determination of the location of parcel boundaries to be made. Thus, a situation can arise where the land registration records show the existence of (for example) 4 properties in an area, but do not define the boundaries between the 4 parcels. The POLARIS title system assigns unique PINs to the 4 properties. The mapping system assigns a single pseudo PIN to the single area containing the 4 properties. Page 4 January 2, 2004 @ 2003,2004 Teranet Enterprises Inc. Teranet, POLARIS, Teraview and the Gateway design are registered trade-marks and e-reg is a trade-mark of Teranet Inc. OPI, GeoWarehouse and GeoServer are registered trade-marks and Ontario Parcel is a trade-mark of Teranet Enterprises Inc. All rights reserved. Other trade-marks and trade-names are the property of their respective owners. All rights reserved. Not to be copied without permission. Product Description Teranet Enterprises Inc. ONTARIO PARCEL OWNERSHIP CAD DATA (AutoCAD DWGlDXF) . Unpatented land does not fall within the jurisdiction of the land registry system and so there are usually no records for unpatented land in the LRO. In order to provide a complete coverage in the ownership mapping, parcels are created for unpatented land and a pseudo PIN is assigned. STRAT A PROPERTIES In larger urban centres such as Toronto, there are properties which do not exist at ground level (for example, they may consist of the 15th floor of a building). A real PIN is assigned to such parcels but no attempt is made to map their extents. A text item for the PIN is placed within the ground parcel (or one of the ground parcels) which the strata property overlaps. PRODUCT CONSTRAINTS Notwithstanding this Product is provided "as is" and "as available", knowledge of the following will assist in understanding the data found within this Product. The data is an index to ownership parcels. The data is not survey quality and should not be used to define boundaries on the ground, or be relied on to calculate accurate areas of properties or depths or frontages of lots. The data is not a substitute for a legal survey and should not be used for applications that require highly accurate positional data. Since the accuracy (in POLARIS specification areas) depends on the amount and quality of survey and control data, the accuracy can vary significantly over short distances. These variations may not be apparent to the casual user, but may show up when the map is overlaid on high quality orthoimagery. T eranet depends entirely on MCSS to define ownership parcels, assign PINs and provide input for ownership parcel changes. Certain areas (Excluded Areas) within the Mapped Area do not have ownership mapping. See 'Data Coverage' for more information of Excluded Areas. The names of such entities as roads, railways, villages, rivers, etc. may be inconsistent with those shown on other mapping since T eranet is dependent on the source data from MCSS and to a lesser extent, MNR and MPAC for this information. One of the coordinate options offered for delivery is unprojected latitude and longitude. Teranet stores the data in the Lambert Conic Conformal (LCC) projection. Clients who request data in un projected latitude and longitude coordinates need to be aware that there are limitations in the capabilities of currently available commercial software for transforming between a projected coordinate system (such as LCC) and an unprojected system such as latitude and longitude. These limitations can lead to some fairly severe distortion of the data and this is especially noticeable with arcs. Teranet stores all arc data as mathematical arcs. For the purposes of delivering polygons, the arcs are stroked into line strings. The transformation process from projected to unprojected coordinates may yield very different results for the stroked and unstroked version of the arc. PRODUCT DATA SYMBOLOGY (AutoCAD DWG/DXF) Page 5 January 2, 2004 @2003. 2004 Teranet Enterprises Inc. Teranet, POLARIS. Teraview and the Gateway design are registered trade-marks and e-reg is a trade-mark of Teranet Inc. OPI, GeoWarehouse and GeoServer are registered trade-marks and Ontario Parcel is a trade-mark of T eranet Enterprises Inc. All rights reserved. Other trade-marks and trade-names are the property of their respective owners. All rights reserved. Not to be copied without permission. Product Description T eranet Enterprises Inc. ONTARIO PARCEL OWNERSHIP CAD DATA (AutoCAD DWG/DXF) The data will be delivered with the following AutoCAD DWG/DXF symbology: TABLE 3 Ownership Data AutoCAD DWG/DXFSymbology Feature Layer Colour Weight Line Type Font Condominium plan limits 27 140 0 Hidden N/A Condominium plan text 28 140 0 Continuous Italic Connected'fabricline work 43 11 0 Dot N/A Digitized data 19 Var var var var Easement & rights of way limits 13 202 0 Hidden NIA Easement & rights of way text 14 202 0 Continuous Standard First Nation Lands limits 38 240 1.5 Dot N/A First Nation Lands text 39 240 0.05 Continuous Italic Geographic township fabric limits 3 27 0 Dashed N/A Geographic township fabric text 4 27 0 Continuous Standard Ground control line work 40 11 0 Dot N/A Ground control points 41 11 5 Continuous NIA Leasehold parcel boundaries 29 30 0 Dash dot N/A Leasehold parcel ,PINs 37 30 0 Continuous Italic Limited interest parcel boundaries 15 123 0 Divide N/A Limited interest parcel PINs 25 123 0 Continuous Italic Municipal plan text 6 3 0 Continuous Standard Other plan limits 9 134 0 Hidden N/A Other plan text 10 134 0 Continuous Standard PINs 17 240 0 Continuous Italic POLARIS border property boundaries 20 253 1.5 Continuous NIA POLARIS property'boundaries 1 2 1.5 Continuous N/A Political boundary limits 33 212 0.05 Centre NIA Political boundary text 34 212 0.05 Continuous Italic Railway lands names 45 30 0 Continuous Italic Reference plan limits 7 220 0 Hidden N/A Reference plan text 8 220 0 Continuous Standard Road names 12 110 0 Continuous Italic Page 6 January 2, 2004 @ 2003,2004 Teranet Enterprises Inc. Teranet, POLARIS, Teraview and the Gateway design are registered trade-marks and e-reg is a trade-mark 01 T eranet Inc. OPI, GeoWarehouse and GeoServer are registered trade-marks and Ontario Parcel is a trade-mark 01 Teranet Enterprises Inc. All rights reserved. Other trade-marks and trade-names are the property 01 their respective owners. All rights reserved. Not to be copied without permission. Product Description Teranet Enterprises Inc. ONT ARlO PARCEL OWNERSHIP CAD DATA (AutoCAO OWGlOXF) TABLE 3 Ownership Data AutoCAD DWG/DXF Symb()1()gy .. . Feature Layer Colour Weight Line Type I ,Font Strata PINs 58 3 0 Continuous Italic Subdivision and municipaJplan limits 5 3 0 Hidden N/A Subdivision plan text 6 3 0 Continuous Italic Village names 18 123 0 Continuous Italic Water body limits 31 150 0 Dot NJA Water body names 32 150 0 Continuous Standard Page 7 January 2. 2004 @2003, 2004 Teranet Enterprises Inc. Teranet, POLARIS, Teraview and the Gateway design are registered trade-marks and e-reg is a trade-mark of Teranet Inc. OPI, GeoWarehouse and GeoServer are registered trade-marks and Ontario Parcel is a trade-mark of Teranet Enterprises Inc. All rights reserved. Other trade-marks and trade-names are the property of their respective owners. All rights reserved. Not to be copied without pennission. GEOGRAPHIC COVERA GE For each product listed in the Product Sheet. this table indicates which blocks are included in the Geographic Coverage for that Product. LRO Name Block ButTer OP Mappedl. Number Block . .. . ownership Unmapped CAD data Simcoe All Blocks No Yes MaDDed Dufferin 34086 Yes Yes Mapped Dufferin 34087 Yes Yes MaDDed Dufferin 34095 Yes Yes Mapped Dufferin 34096 Yes Yes Mapped Dufferin 34106 Yes Yes MaDned Dufferin 34107 Yes Yes MaDDed Dufferin 34108 Yes Yes Mapped Dufferin 34113 Yes Yes Mapped Dufferin 34114 Yes Yes Mapped Dufferin 34115 Yes Yes Mapped Dufferin 34116 Yes Yes Mapped Dufferin 34117 Yes Yes Map~ Dufferin 34118 Yes Yes MaDDed Dufferin 34J 19 Yes Yes MaDDed Dufferin 34142 Yes Yes MaDDed Peel 14340 Yes Yes Mapped Peel 14341 Yes Yes Mapped Peel 14344 Yes Yes MaDDed Peel 14345 Yes Yes MaDDed Peel 14346 Yes Yes MaDDed Durham 72046 Yes Yes MaDPed Durham 72049 Yes Yes MaDPed Durham 72050 Yes Yes MaDPed York Re!!ion 03394 Yes Yes MaDPed York Rcoion 03395 Yes Yes Mapped York Re!!ion 03398 Yes Yes MaDped York Reoion 03399 Yes Yes MaDped York Reoion 03411 Yes Yes Mapped York Region 03412 Yes Yes MaDDed York Region 03413 Yes Yes MaDDed York Rej!ion 03415 Yes Yes MaDDed York RCj!ion 03416 Yes Yes MaDDed York Rej!ion 03471 Yes Yes MaDDed York Region 70006 Yes Yes MaDDed --J - (1,)- v; Q) (1)11.)0J) 4.)- (t) ~ c.... <1.>""0 ro ~"'O $-000 ~<':I Q)""'- ""'--'"t:)<U ~CIJ ....-'"0 .....i:::'-'~r...-.o Q) ~~ u u ~U= ~e ~ ~ 0 ~= ~ u= Ou Q)~ u~ g~Q)~ ~u~~= ~oO~O~ O!) 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