HomeMy WebLinkAboutCubic Simulation Systems, Inc. - Facility and Services Agreement - 2011 03 16FACILITY AND SERVICES AGREEMENT
This Facility and Services Agreement (the "Agreement ") is made and entered into as of the 16th day of
March, 2011 (the "Effective Date ") by and between Cubic Simulation Systems, Inc. ("Cubic "), having a
place of business at 2001 West Oak Ridge Road, Suite 100, Orlando, Florida 32809 and the City of Winter
Springs, ("User "), having a place of business at 1 126 E. State Road 431, Winter Springs, FL 32708.
Whereas, Cubic has established military and law enforcement training capabilities, including live fire
training, in a portion of its facility at 2001 W. Oak Ridge Rd., Orlando, Florida 32809 (the "Facility "); and
Whereas, User desires to use the Facility and possibly retain some of Cubic's services to train personnel.
Now. therefore, the parties agree as follows.
1.0 Facility Access and Services:
Cubic will grant User access to the Facility and perform services (the "Services ") for the User as outlined in
Exhibit A and in exchange for User paying Cubic the corresponding amounts listed therein. User's access to
and use of the Facility is non- exclusive and User acknowledges that Cubic may allow others to use the
Facility when User is not using it.
2.0 Facility Use
User agrees to use the Facility in accordance with Exhibit B. Under no circumstances may User contract
with any third party to use or operate the Facility either in conjunction with this Agreement or for any other
purposes without the prior express written consent of Cubic.
3.0 Joint Promotion:
The parties may individually or jointly promote use of the Facility and the Services. Unless otherwise agreed
in writing by the parties, they shall each bear their own costs and expenses incurred in promoting the Facility
and Services.
=1.0 Confidentiality:
The disclosure and use of any proprietary information exchanged under this Agreement between the parties
shall be consistent with the User's obligations under the Florida Public Records Act, Chapter 119, Florida
Statutes, and shall be governed by that Non - Disclosure Agreement attached hereto as Exhibit C. In the
event of a conflict between Florida law and the Non - Disclosure Agreement, Florida law shall control.
Except for the "Extended Obligations" contained therein. the Non - Disclosure Agreement shall be
coterminous with this Agreement.
5.0 Term and Termination:
This Agreement shall remain in effect for a period of one (I ) year from the Effective Date. The Term may
be extended by mutual written agreement between the Parties. Either party may terminate this Agreement (i)
for any reason upon 30 days written notice to the other party, or (ii) immediately upon material breach of any
provision herein. Upon termination or expiration of this Agreement. each party and its agents shall return
and make no further use of any software, equipment, property, materials and other items, including all copies
thereof. belonging to the other party and provided in connection with this Agreement. Upon termination or
expiration of this Agreement. User shall promptly pay Cubic any monies due hereunder.
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6.0 Certificate of Insurance
Upon execution of this Agreement, the User shall procure and continuously maintain insurance coverage of
at least the following kinds and minimum amounts as set forth below. Cubic shall be an additionally named
insured and the Loss Payee under this coverage. As a condition of Facility use, User shall provide Cubic
with a Certificate of Insurance no later than thirty (30) days from the date of execution or one day prior to
first event conducted, whichever occurs first.
Comprehensive General Liability $1,000,0001per occurrence (bodily injury)
Comprehensive Automobile Liability $500,000 /per person (bodily injury)
$1,000,000 /per occurrence (bodily injury)
$50,000 /per occurrence (property damage)
7.0 Indemnification and Release:
User shall indemnify, defend and hold Cubic, its employees, officers, directors and agents harmless from any
claims, suits, or damages, including but not limited to. injury or wrongful death caused to persons or
property, as a result of User's use or operation of the Facility under this Agreement. User is aware that there
are inherent risks involved in any activity relating to the purposes of this Agreement and therefore, on behalf
of itself, its officers, servants, agents, employees, trainees or volunteers User hereby releases, waives,
discharges and covenants not to sue Cubic, its employees, officers, directors and agents for any injury
including death, that may be sustained by User, its officers, servants, agents, employees, trainees or
volunteers while participating in any activity or while at the Facility, provided that same is caused in whole
or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct
of User, its officers, servants, agents, employees, trainees or volunteers. User acknowledges that there may
be physically strenuous activities. and knows of no medical reason why it, its officers, servants, agents,
employees, trainees or volunteers should not participate. User shall inform its officers, servants, agents.
employees, trainees or volunteers of the inherent risks and that all participation is voluntary with full
knowledge of the hazards to individuals or their property. User voluntarily assumes full responsibility for any
risks of loss, property damage or personal injury including death that may be sustained by it. its officers,
servants, agents, employees, trainees or volunteers. or any other party or individual as a result of
participating in the activities contemplated by this Agreement, provided that same is caused in whole or part
by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct of
User, its officers, servants, agents, employees, trainees or volunteers. User's obligations Linder this
paragraph shall survive termination or expiration of this Agreement.
8.0 Limitation of Liability
8.1 In no event shall either party be liable to the other for any indirect, incidental, special or
consequential damages, including. but not limited to, lost profits or cost of substituted facilities, equipment or
services, arising out of breach by the other party of any of its representations. warranties or agreements
contained in this Agreement, whether or not such party has been advised of the possibility of such damages.
Cubic reserves the right to seek injunctive relief for any alleged breach by User or any third party.
8.2 Notwithstanding any other provision set forth in this Agreement, nothing contained in this
Agreement shall be construed as a waiver of the User's right to sovereign immunity Linder section 768.28,
Florida Statutes, or other limitations imposed on the User's potential liability under state or federal law. As
such. the User shall not be liable under this Agreement for punitive damages or interest for the period before
judgment. Further, the User shall not be liable for any claim or judgment, or portion thereof, to any one
person for more than one hundred thousand dollars ($100,000.00), or any claim or judgment, or portion
thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and
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subdivisions arising out of the same incident or occurrence, exceeds the sum of two hundred thousand dollars
($200,000.00). This paragraph shall survive termination or expiration of this Agreement.
9.0 General:
9.1 Force Majeure Neither party shall be liable hereunder by reason of any failure or delay in
the performance of its obligations hereunder (except for the payment of money) on account of strikes.
electrical or other shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war,
governmental action, labor conditions, hurricanes, earthquakes, material shortages, or any other cause
beyond the reasonable control of such party.
9.2 Independent Contractors Nothing in this Agreement shall be construed as creating an
employer- employce relationship, a partnership, or a joint venture of any kind between the parties. The rights
and obligations of the Parties shall be limited to those expressly set forth herein. Nothing in this Agreement
shall grant to either Party the right to make commitments of any kind for, or on behalf of, the other Patty
Without the prior written consent of the other Party.
9.3 Governing Law This Agreement shall be governed by the laws of the State of Florida
Without regard to its conflict of lays provisions and shall be construed as having been prepared by both
parties.
9.4 Venue.. The parties agree that venue shall be exclusively in Seminole County. Florida. for
all state disputes or actions which arise out of or are based upon this Agreement. and in Orlando, Florida. for
all federal dis rtes or actions M arise out of or are based Upon this Agreement. Each partv shall be
responsible for its respective costs and attorneys' fees incurred in any litigation arising hereunder.
9.5 Severability If for any reason a court of competent jurisdiction finds any provision of this
Agreement. or portion thereof. to be unenforceable, that provision Mll be enforced to the maximum extent
permissible so as to affect the intent of the parties. and the remainder of this Agreement will continue in full
force and effect. Failure by either party to enforce any provision of this Agreement will not be deemed a
waiver of future enforcement of that or any other provision.
9.6 Modification and Waiver No modification to this Agreement. nor any Waiver of any rights.
Will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or
default shall not constitute a waiver of any other right hereunder or any subsequent breach or default.
9.7 Notices. All notices required or permitted under this Agreement Will be in writing and
delivered by reputable overnight mail equivalent carrier, facsimile. or first class mail. and in each instance
will be deemed given upon receipt. All communications to Cubic or User will be sent to the addresses as set
forth below. Either party may change its address for notices under this Agreement by giving Written notice to
the other party.
To Cubic:
Cubic Simulation Systems. Inc.
Attn: Director of Contracts
2001 W. Oak Ridge Road, Suite 100
Orlando, Florida 32809
TinaMarie.Forgetac Cubic.cor7
With a copy to:
Cubic Legal Department
9333 Balboa Ave.
San Diego CA 92123
Law(a
To User:
Winter Springs Police Department
Clark Schneider
Training Coordinator
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300 N. Moss Road
Winter Springs, FL 32708
cschneider cr,winterspringsfl.org
9.8 Assignment. This Agreement may not be assigned or otherwise transferred by either party
by operation of law or otherwise, in whole or in part, without the prior written consent of the other party,
which consent will not be unreasonably withheld. Notwithstanding the foregoing, either party may, with
prior written notice, assign and otherwise transfer this Agreement, and all of its rights and obligations
hereunder, to a successor to all or substantially all of its assets whether by way of merger, consolidation, sale
of stock or assets, operation of the law, or the like. Any attempt by either party to assign this Agreement in
breach of this Section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon
and inure to the benefit of the parties hereto, their successors and assigns.
9.9 Entire Agreement This Agreement and any mutually agreed -to terms governing the use of
the Facility and Services constitutes the entire and exclusive Agreement between the parties with respect to
the subject matter herein and supersedes any prior and cotemporaneous agreements between the parties with
respect to the same.
In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized
representatives as of the Effective Date.
Cubic Simulation Systems, Inc.
Signature:
�
r Z�LCZ L
L
Name:
inaMarie Foift
Title:
Director, Contracts & Subco acts
Address:
2001 West Oak Ridge Road, Suite 100
Orlando, FL. 32809
Phone Number:
407- 859 -7410, ext. 2025
Email
tinamarie.forget @cubic.com
User
Signature:
. '/Zw
Name: K to L. Smith
Title: City Manager
Address: 1 126 E. State Road 434
Winter Springs, FL 32708
Phone Number: 407 -327 -5957
Email: ksmith@winterspringsfl.org
winterspringsfl.org
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EXHIBIT A
CUBIC SERVICES
It is the intent of USER to utilize all of CSENTRI's venues. The fee payable for the usage of the facilities is
in accordance kt ith the price list below.
PRICING ON NEXT PAGE
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CSENTRI Price Sheet
2010
Descriptio
HALF DAY
Half day is a 4 hour block Mon - Sat
VENUE (building)
RATE
8arn -12pm, fpm -5pm, 6pm -10pm
Classroom (A)
$125
Terraced Seating for 16 (can be expanded to 20) with high bacl<
office style seating
Instrumented facility (A)
$250
Apartment/Garage /Mini -mart, can be used with or without
ASAULT instrumentation
Range (B)
$200
12 Lane pistol only /frangible ammo indoor range with Static or
Dynamic firing lines
South Wing (Main facility)
$250
90,000 Sq. ft. office space for active shooter and specialized unit
training using Simunitions
Engagement Skills Trainer
$200
5 lane EST2000 Firearms Training Simulator with
Simulator Room (B)
Marksmanship, Collective, and Shoot - don't shoot
DT Room (B)
$150
800 Sq. ft. room with padded floors and walls for Defensive
Tactics or TASER training
Classroom (B)
$100
Classroom with AN capabilities, seating for 53 (can be
expanded to 60)
CQB Alley (between C &D)
$250
Judgemental use of force training site using Simunitions, UTM,
or MILES.
RATPAC (Next to C)
For use with
3 story modular structure for MOUT training, can be used with or
CQB Alley only
without ASAULT instrumentation, Rappelling tower
No Charge when used with CQB Alley
Use of Force Simulator (B)
$200
Ti Training Judgemental Use of Force Simulator with Firearm,
Taser, and OC spray
ASAULT Instrumentation
$400
To use Cubic personnel to run ASAULT instrumentation, 4 hour
operator upcharge
block
Rangemaster upcharge
$250
To use Cubic personnel to run range, 4 hour block, NRA
certified range safety officer
MILES rental
$100
For Force on Force training
After hours upcharge
$100
Evening hours and weekend rental fee
Simulator Operator upcharge
$250
To use Cubic personnel to run EST2000 or Ti Training
simulator, 4 hour block
For current pricing or
Brooks Davis, 407-666-8633 (cell)
availability contact:
2001 W. Oak Ridge Road
brooks.davis@cubic.com
Orlando, FIL 32809
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EXHIBIT B
FACILITY USAGE
User periodically has the need to conduct training/demonstration scenario operations, and benefits from the
use of non- User personal or real property to assist it in said operations as a tool toward successfully
conducting such operations.
Cubic desires to assist User in its efforts to provide adequate train ing/deinonstrations, and has offered the
temporary use of personal or real property within their control, specifically, either the South Wing of the
Main Facility or Building A; both buildings located at Cubic's facility located at 2001 West Oak Ridge Rd,
Orlando, Florida, for use by User personnel for training purposes only.
The availability and use of said property shall be for one or more periods, within the Agreement term,
mutually agreed to by both parties and in no event shall each period extend longer than one day without
advance, specific Cubic approval. 4
Standard available operating hours are 7:00 a.m. to 6:00 p.m., special arrangements may be mutually agreed
to. Additional compensation may apply.
User shall provide a certificate to Cubic, upon request, evidencing liability coverage for all participating
individuals.
User will provide twenty -four hour advance notice if unable to use the property on any scheduled date.
unless the parties mutually agree that less notice is adequate.
User shall notify Cubic when it ends its trainin- Odemonstrations and leaves the property. Cubic shall
immediately inspect such property and notify User of any damage which it believes the property suffered
while in the custody of User, excepting ordinary wear and tear.
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Each building provides a specific set of available equipment and /or services as detailed below.
Building
Available Equipment
Available Cubic Services
South Wing, Main Facility
• Telephone
• Role Player (s)
• Air conditioning
+ Power R lighting
• Fire extinguishers
• Rest rooms
ivlain Conference Room
• Seating for 60
• Catering Services
• LCD Projector
• La Ltop Computer
Building A
• Exercise Control Room
• System Operator(s)
• Video Training System
0 Role Player (s)
• Indoor Tracking System
• Furnished Training Venue
• MILES Simulators
• Simulation Weapons
• Training Radios
• Conference Telephone
• Internet Access
• Restrooms
• Water Fountain
• Fire Extinguishers
• Refrigerator/ microwave
Building B — Pistol Range
6 12 Live Fire Pistol Lanes
Range Control Officer
• Remote Control Target System
(mandatory)
• Glock 9mm Pistols
• Wireless PA System
• Dimmable Lighting System
• Two -way Intercom System
• Variety of Paper Targets
• Frangible Ammo (9mm, 40 ca[)
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EXHIBIT C
NON - DISCLOSURE AGREEMENT
This NON- DISCLOSURE AGREEMENT (the "Agreement "). dated 9 February, 2011, is made and
entered into by and between CUBIC SIMULATION SYSTEMS, INC. ("Cubic "), a corporation
organized and existing under the laws of the State of Delaware and having its principal offices at
2001 W. Oak Ridge Road, Suite 100, Orlando, Florida 32809, and the CITY OF WINTER
SPRINGS ("City') , a Florida municipal corporation, having its principal place of business at 1126
E. State Road 434, Winter Springs, FL 32708.
WHEREAS, each Party desires to disclose to the other on a confidential basis certain information
relating to the business relationship as defined in the Facility & Service Agreement to which this is
attached, which information the disclosing Party deems to be proprietary, confidential, and/or
business- sensitive for the sole purpose of this effort (the "Purpose").- and
WHEREAS, each Party is willing to provide such information to the other Party subject to the terms
of this Agreement; and
WHEREAS each Party acknowledges and agrees that the City is subject to the requirements of the
Florida Public Records Act, Chapter 1 I9, Florida Statutes.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, and
other good and valuable consideration, the Parties agree as follows:
I. Definition of Proprietary Information "Proprietary Information" shall mean: (a) Any
written information marked as Proprietary Information; (b) Orally or visually disclosed Proprietary
Information promptly reduced to writing and stated by the disclosing Party in writing to be
Proprietary Information; (c) Items, documents, or data which are proprietary, but not so identified
when disclosed, provided that the disclosing Party provides the receiving Party with copies that are
properly marked as Proprietary Information within ten (10) business days after initial disclosure;
and (d) Any information in electronic format where the jacket or an accompanying e -mail or other
writing identifies the contents as Proprietary Infonmation. Neither Party shall identify as
confidential, information which is not in good faith believed to be privileged, a trade secret, or
otherwise entitled to such markings or proprietary claims.
Proprietary Information does not include information which: (a) At the time of disclosure, is
in the public domain; (b) After disclosure. lawfully enters the public domain other than as a result of
the act or omission of the receiving Party; (c) the receiving Party can conclusively demonstrate by
written evidence that the same was lawfully known to it without restriction or was developed
independently by it without direct or indirect access to the Proprietary Information provided by the
disclosing Party: or (d) Is submitted by the disclosing Party on an unrestricted basis in bids or
proposals to a customer for evaluation and review, or is submitted to any Government with
unlimited or unrestricted rights.
2. Standard of Care Each Party represents that it has instituted policies and procedures which
provide adequate protection for Proprietary Information and will treat, use. and protect all
Proprietary Information received pursuant to this Agreement using the same standard of care that it
uses to treat, use, and protect its own confidential, proprietary. and/or business- sensitive
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information and, in any event, no less than a reasonable standard of care.
3. Desianated_ Representatives for Receipt of Proprietary Information Cubic designates
TinaMarie Forget, Peter D'Alessandro and Brooks Davis, and the City designates Clark Schneider
and Kevin Presley, as the primary individuals who may receive Proprietary Information on behalf of
their respective Parties pursuant to this Agreement. Those designated representatives shall be
responsible for further disseminating the Proprietary Information to other employees of his or her
organization who have a valid need to know in accordance with Paragraph 4 below.
4. Restrictions on the Use and Disclosure of Proprietary Information Unless otherwise
expressly authorized in writing by the disclosing Party or required by Florida law or court order, the
receiving Party shall maintain in strict confidence all Proprietary Information, shall use Proprietary
Information only for the Purpose, and shall restrict disclosure of Proprietary Information to only
those of its directors, officers, employees, consultants, or advisors who require access to the
Proprietary Information for carrying out the Purpose, and who are subject to a written agreement
having terms and conditions respecting the protection of confidential or proprietary information that
are no less restrictive than those of this Agreement and that would extend to the Proprietary
Information. If the disclosing Party authorizes the receiving Party to disclose Proprietary
Information to any third party, a non - disclosure agreement, with terms no less restrictive than those
in this Agreement. shall be executed by the third party with the original disclosing Party as a third
party beneficiary. A copy of such third party agreement shall be provided to the original disclosing
Party for consent prior to execution.
5. U.S. Governmental Proposal if an expressly stated purpose of this Agreement involves the
receiving Party submitting a proposal to the U.S. Government, the receiving Party may disclose
Proprietary Information to the U.S. Government on a confidential basis provided that the receiving
Party ensures such Proprietary Information contains the restrictive legend stated in the Federal
Acquisition Regulation (FAR) § 52.215 -1(e). Disclosures of Proprietary Information to the U.S.
Government for any purpose other than those contemplated by FAR § 52.215 -1(e) shall be subject
to further written a between the Parties.
6. Term of Agreement. The term of this Agreement shall remain in full force and effect for as
long as the term of the Facility & Service Agreement to which it is attached remains in full force
and effect. This Agreement shall terminate upon termination or expiration of that same Facility &
Service Agreement and shall apply to all information exchanged by the Parties during that same
term ("the Term "). The Term may be extended by mutual written agreement between the Parties.
Either Party may terminate this Agreement by providing written notice to the other.
Notwithstanding the above, the provisions concerning non - disclosure of Proprietary Information
received under this .Agreement shall survive the expiration or termination of this Agreement and
remain in effect for a period of five (5) additional years after expiration or termination of this
Agreement.
7. No License All rights in Proprietary Information are reserved by the disclosing Party.
Other than the rights expressly granted herein, neither this Agreement. nor the disclosure of any
Proprietary Information, shall be construed as expressing or implying any other rights, including but
not limited to anv rights of ownership of Proprietary Information. or rights to any invention. patent.
Doc. 1D. NIPR -F -1024 10
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copyright or other intellectual property right heretofore or hereafter owned. acquired, developed. or
licensable by the disclosing Party. All Proprietary Information shall remain the exclusive property
of the disclosing Party or its licensors. The receiving Party shall not reverse engineer. disassemble,
or decompile, or allow others to reverse engineer, disassemble or decompile any Proprietary
Information provided to it.
8. Limited Warranty. The disclosing Party warrants that it has the lawful right to transmit or
otherwise furnish the Proprietary Information disclosed pursuant to this Agreement. The disclosing
Party makes no representation or warranty as to the adequacy, completeness, accuracy,
patentability, fitness for a particular purpose, sufficiency, or freedom from defect of any Proprietary
Information. The disclosing Party shall not be liable for damages of whatever kind as a result of the
receiving Party's reliance on or use of Proprietary Information.
9. Court Order or Governmental Action Notwithstanding any other terms or conditions of this
Agreement, the receiving Party may disclose Proprietary Information as required by law or to
satisfy a legal demand by a court of colnpetentjurisdiction or U.S. Governmental action; provided,
however, that the receiving Party shall first advise the disclosing Party prior to the disclosure so that
the disclosing Party has the opportunity to seek appropriate relief from the court or Governmental
order, and provided further that the receiving Party shall disclose only that portion of the
Proprietary Information which is legally required to be disclosed, and then only to the extent
thereof, and request confidential treatment of the Proprietary Information by the court or
Governmental entity.
10. Commitment /Obligation Neither Party shall have the right or authority to contract for or in
the name of, or otherwise obligate the other Party in any way. This Agreement shall not obligate a
Party to enter into anv contract or subcontract or to purchase anything from the other Party. This
Agreement shall not be construed to recognize or create a teaming agreement, joint venture.
partnership, or other formal business or agency relationship. Unless expressly stated otherwise
herein. each Party shall bear its own costs and expenses incurred in complying with this Agreement.
11. Notices Any notice wider or in connection with this Agreement shall be in writing and
delivered by reputable overnight courier, facsimile. or PDF e -mail. Notices shall be deemed to have
been given when transmitted by the Party from which the communication originates and shall be
addressed as follows_
Tn Uiihic—
TinaMaric Forget
Director, Contracts & Subcontracts
Cubic Simulation Systems, Inc.
2001 W. Oak Ridge Road, Suite 100
Orlando. FL 32809
Phone: 407 -859 -7410
Fax: 407 -851 -1 871
Email: tinamarie.forget(c cLibic.com
To WSPD
Winter Springs Police Department
Clark Schneider
Training Coordinator
300 N. Moss Road
Winter Springs. FL 32708
Phone: 407 -327- 1000
Fax: 407- 327 -662
Email: cschneider a « , intersprin¢sfl.org
l2. AssignmentBindina Effect Neither this Agreement, nor an) rights or obligations
hereunder. may be assigned, delegated, or otherwise transferred by either Party without the express
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prior written consent of the other Party, except to an entity that succeeds to all or substantially all of
the business assets of the assigning Party, and so Iona as such entity agrees in writing to be bound
by the terms and conditions of this Agreement. Any attempted assignment or delegation in
contravention of this clause shall be void and unenforceable. The foregoing notwithstanding, either
Party may assign or otherwise transfer this Agreement to its parent company or any wholly -owned
subsidiary thereof without the other Party's consent. This Agreement shall inure to the benefit of
and shall be binding upon the valid successors and assigns of the Parties.
13. Severabillty If any material condition or provision contained herein is held to be invalid,
void, or unenforceable by a final judgment of any court of competent jurisdiction, then the
remaining provisions of this Agreement shall remain in frill force and effect and the unenforceable
provision shall be deemed modified to the limited extent required to permit its enforcement in a
manner most closely representing the intention of the Parties as expressed herein.
14. Waiver The failure to exercise any right under this Agreement shall not be deemed to be a
waiver of such right, and shall not affect the right to enforce each and every right hereof. The
waiver of any breach of any term, provision, covenant or condition herein contained shall not be
deemed to be a waiver of any (a) subsequent breach of such term, provision, covenant, or condition
or (b) other term, provision, covenant, or condition.
15. Governing Law This Agreement shall be subject to and construed in accordance with the
laws of the State of Florida. This Agreement shall be construed as having been prepared by both
Parties.
16. Venue Tile parties agree that venue shall be exclusively in Seminole County. Florida, for all state
disputes or actions which arise out of or are based upon this Agreement, and in Orlando, Florida, for all
federal disputes or actions which arise out of or are based upon this A- reement. Each Party shall be
responsible for its respective costs and attorneys' fees incurred in litigation arising hereunder.
17. Remedies The receiving Party acknowledges that, due to the unique nature of Proprietary
Information, there may be no adequate remedy at law for the receiving Party's unauthorized use or
disclosure of Proprietary Information in breach of this Agreement and that such breach may cause
immediate and irreparable harm to the disclosing Party. Accordingly, upon any such breach or any
threat thereof by the receiving Party, the disclosing Party shall be entitled to pursue appropriate
equitable relief from any court of competent jurisdiction. All remedies available to either party
hereunder are cumulative, and, to the extent permitted by law, may be exercised concurrently or
separately.
18. Export Control The Proprietary Information furnished to the receivin Party may include
United States origin technical data. Accordingly, the receiving Part} is responsible for complying
with. and warrants to the disclosing Party that it will comply with. all U.S. export regulations.
C7
including the International Traffic in Arms Regulations (Title 22, C.F.R. Parts 120 -130), the Export
Administration Regulations (Title 15. C.F.R. Parts 730 - 774), and any other U.S. Government
regulation applicable to the export, re- export, or disclosure of such controlled technical data (or the
products thereof) to Foreign Nationals, whether within or without the U.S.. including those
employed by, or otherwise associated with, the receiving Party. The receiving Party shall obtain the
disclosing Party's written consent prior to submitting any request for authority to export any such
technical data.
19. Classified Information. Any U.S. Government classified information provided to the
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receiving Party shall be handled in accordance with the Department of Defense Industrial Security
Manual for Safeguarding Classified Information (DoD 5220.22 -M) or the National Industrial
Security Program Operating Manual (NISPOM), their supplements, and other applicable U.S.
Government security regulations.
20. Enlish Language In the event this Agreement is interpreted into a non - English language,
the Parties agree that the English version shall prevail if the two versions are inconsistent.
21. Counterparts This Agreement may be executed in counterparts and transmitted by
facsimile, each of which, when so executed and transmitted, shall be deemed to be an original, and
all such counterparts together shall constitute one and the same document.
22. Complete Agreement This Agreement contains the complete understanding between the
Parties and supersedes all prior contemporaneous communications, agreements, and understandings
with respect to the exchange, use, and protection of Proprietary Information. This Agreement may
be modified only by a written amendment executed by duly authorized representatives of each
Party.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorized representatives as of the day and year first above written.
CUBIC SIMULATION SYSTEMS, INC. CITY OF WINTER SPRINGS
By: By:
Print Name: TinaMarie Fo Print ame: Ke An L. Smith
Title: Director. Contracts & Subcontracts
Title: City Manager
Doc. [D: MPR -F -1024
Rev.: C
Rev. Date: 0611412010