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HomeMy WebLinkAboutResolution 4899 , _ --. � O� i O >. � � - 1�.� . CITY of URONO ,� .�.,-.. � ;i ti RESOLUTION OF THE CITY COUNC.IL �L`�kESH.04�G . N O. � � � � . A RESOLUTION AUTHORIZING THE CITY OF ORONO TO EXTEND AN AGREEMENT FOR THE USE OF HENNEPIN COUNTY'S ELECTRONIC PROPRIETARY DATA BASE WHEREAS, the County has developed an electronic proprietary geographical digitized data base which was designed using an automated mapping facility software product which proprietary geographical digitized data base is hereinafter referred to as"Electronic Proprietary Data Base(EPDB)"and which is described in the Hennepin County Conditional Use License Agreement attached hereto and hereby made a part hereof; and WHEREAS,the City of Orono desires to use the County's EPDB in the course of conducting the City's business; and . WHEREAS,the County intends that any additions and modifications to the EPDB . � relating to the County remain wholly compatible with the County's EPDB for the period of the copyright and information added to the data base by either the County or the City shall be made available to either party; and WHEREAS, in acknowledgment of the Entity's above stated purpose,the County. is a�reeable to provide to the City the EPDB described in Exhibit A; and WHEREAS,the parties agree that the execution of this Agreement is necessary in order to adequately protect said EPDB; and WHEREAS, on July 12, 1999 the City Council approved Resolution No. 4321 authorizing execution of the Agreement. NOW,THEREFORE,be it resolved that the City Council authorizes extension of � the agreement through December 31, 2003. ' Adopted by the City Council of the City of Orono this 25th day of November,2002. ATTEST: . ` ����' � �� � • � Linda S. Vee, City Clerk . Barbara Peterson,Mayor Page 1 of 1 Henn Cty EPDB.rcs.wpd y r , � . . '� '� � �• x�t t .��� . . � . . � �. � � � " ' =r � - � A�eementNo. A18439 . . � HENNEP�T COUNTY . . CO�IDI?IONAL USE LICENSE AGREEMENT � � � THIS AGREEMENT,made by and between the COUNTY OF��N�VEPIN,Taxpayer Services Department, a body politic and corporate under the laws of the Statz of Min.nesbta, hereinafter referred to as the"County",and the City of Orono,hereinafter referred to as the "Entity". For purposes of this A�eement,the address of the County is A703 Govemment Center,Minneapolis,Minnesota 55487-0073 and the address of Entity is 27�0 Kelley Pazkway, Crystal Bay,Minnesota 55323. . SYITiV�SSETH . � � • W�REAS,the County has developed electronic forms of certain data bases and an electronic proprietary geo�aphical digitized data base herei.nafter referred to as"EPDB"; and WHEREAS,the Entiry desires to use tlle County's EPDB in the course of conductin�the � Entity's business; and � � . � � . . . � ti�REAS,in ackno�vled�ment of the Entity's above-stated purpose,the County is ' agreeable to provide to the Entity the EPDB,and . ti�IEREAS,the parties a�ree that the execution of this A�reement is necessary in order ' to adequately protect said EPDB; and � � WHEREAS,the County e:cclusively owns the EDPB which is the subject of this Agreement and h�s the authority and legal right to grant Entity a license to have and use the EPDB as provided in this A?reement; and �,�REAS,the EPDB is trade secret or confidential information under the Minnesota . Government Data Practices Act and is govemed by NSinnesota Statutes sections 37�.86 and . 13.03 as�vell as other applicable state and federallaw. � � '� � • NOW THEREFORE, in consideration of the premises,as well as the obligations herein made and undertaken,the parties hereto,intendin�to be legaIly bound,hereby a�ree as follows: � . . . Form 1 (10/98) � � Y t . ! � �• � ' � . • • SeCt10II 1 �' SCOPE OF AGREEI�N'T � . 1.1 This License A�reement shall apply to the EPDB,which Hennepin County will provide � . . . to Entity,after a specific request has b�een made to County. � � . � Section 2 � GRA.NT OF LII�i IITED LICENSE 2.1 The Counry hzreby grants the Entity a non-exclusive,nontransferable a.nd nonassi�able � limited use license to use the EPDB which includes self developed computer softwaze under Minn. Sta.t. § 37�.86. Said license shall commence on the.date of approval of this . Agreement by the County and shall extend throu�hout the term of the A�reement unless . ' termi.nated sooner,in accordance with the provisions hereof. . Section 3 ACK�'OWLED GI�IENT OF PROPRIETARY INF'ORi1�IA.TIO\T . ' RESERVATIOY OF TITLE � • 3.1 The Entity acknowled�es and a�rees that the EPDB is the e.cclusive property of the � - County,includin„but not limited to, any and alI indexes,and includes commercially � valuable information which reflect the efforts of skilled development experts and required the investment of considerable amounts of time and money, and that the County has treated the EPDB as trade secret and confidential information,which County entrusts to the Entity in confidence to Lse in the conduct of the Entity's business. The Entity fiirther acknowled�es and a�.rees the EPDB is a creative selection, coordination, arran�ement and method of arrangement of data�vhich is identified as bein�subject to copyright � protection; is self-developed computer softwaze under Minn. Stat. § 375.86 and is an entire or substantial and discrete portion of a pattem,compilation,method,technique, process, data base or system developed with significant expenditure of funds by County under I�1inn. Stat. § 13.03. The Entity a�ees that the County o�tins and reserves all � � ri�hts,protection and benefits afforded under federal copyri�ht law in all EPDB fuinished � to the Entity as unpublished tir•orks, as weil as all ri;hts,protzction and benefits afforded � under any otner law relating to confidential and/or trade secret information respectin� � said EPDB, a.nd that the Entity�rill abide by all relevant laws,rules,regulations and decisions�vhich a�fford protection to the County for its confidential and trade secret ' information and said copyri�ht. This A?reement does not effect any transfer of title in�_ to any EPDB of the County. The Entity acknowled?es that it is granted only a li.mited right of use of such EPDB,�vhich rijht is not coupled with an interest,and the Entity • shall not assert nor cause or cooperate tivith others to assert any ri�ht,tide, or interest in � - any EPDB of the County. . 2 , , �' .. . ' . . �•. . . Section 4 . . PROTECTION OF PROPRTETARY .]�i t�'ORYLA,TION � ' � 4.1 Obligations of Confidentiality,Limitations of Use. The Entity shall neither disciose, � . . . .. furnish;sell,resell,transfer,duplicate,reproduce nor disseminate, in�vhole or in part,the � � � EPDB of the County and its unique desian, arrangement or method of arran�ement in its . ' ' electronic form furnished to the Entity to (1) any other person,firm,entity, organization, or subsidiary, except as expressly authorized hereunder; or(2) a.ny employee of the Entity who does not need to obtai.n access thereto in connection with the Entity's exercise of its rijhts under this A�eement.The Entity may have and use the EPDB on a corporate-wide � basis and shall have the rights to use the EPDB on a limited number of sites,provided the equipment on which the EPDB is maintained supports only equipment operated by tfie Entity and the EPDB is used only for the conduct of the Entity's.own intemal business by Entity employees. All employees havin�access to the EPDB shall be informed of the _. requirements contained in Secdon 4 herein. The Entity shall not otherwise copy or reproduce any EPDB of the County. Under no circumstances may the entity disclose or . dissemi.nate any EPDB to any other public or private entity. The obli?ations of the Entity to protect confidentiality which aze es'�.ablished by this A�eement apply to the EPDB itself and not to any graphic representation or products produced by the Entity while usin�the EPDB. Any authorized consultants,contractors or a�ents of Entity must properly execute and file a separate EPDB Conditional Use License A?reement with •� � � Hennepin County. . . � The Entity�expressly agrees to use the County's EPDB in the ordinary course of its • business and all such use shall bear a notice of copyright by Hennepin County. 4� Secure Handling. The Entity shall require that all EPDB be kept ina secure location at 27�0 Kelley Parkway, Crystal Bay,�55323 and maintained in a manner so as to reasonably preclude unauthorized persons from havin�access thereto. The Entity shall devote its reasonable efforts to ensure that alI persons afforded access to EPDB protect same a�ainst unauthorized use,dissemination or disclosure. Entity agrees it will not kno�vin�ly or ne�li�ently allow its employees,a�ents or independent contractors to copy, sell, disclose or othenvise ma.ke the EPDB available to others. Entity a�rees to immediately notify the County by telephone and in�vriting if Entity becomes aware of . - any unauthorized duplication,sale or other disclosure. Entity further a�rees to preverit � � unauthorized disclosure by ta.�ing appropriate securiry measures inciudin„but'not � � Iimited to,providin�physical security for copies of the EPDB and takin� zll steps Entity takes to protect information, data or other tan�ible and intan�ible property of its owntii�? Entity regards as proprietary,confidential or nonpublic, Except for off=site backup,t�e Entity shall not remove or cause or allow to be removed from the Entity's place of business or the place of business of a.ny EPDB or any copy thereof�vithout the prior • �tiritten consent of the County,�vhich consent shall not be unreasonably withheld. �� 4.3 Assistance of the Entity. At the rzquest of the County and eYpense of the Entity,the � • Entity shall use good faith and reasonable efforts to assist the County in identifyina a�� 3 � . ' . , � . • ' use c . , opyin�,or disclosure of a.ny EPDB by any current or former Entity persQnnel--or anyone else who may have co�e in possession of said EPDB while the same was in the ' ' � � �ntity's possession—in any ma.nner that is contrary to the�provisions of this Aareement . so lona as the County shall ha�e provided the Entity�vith information reasonably . :� justifyin�the conclusion of the County that such contrary use may have occurred. " 4.4 Survival of Confidentiality Obliaations. The Entity's obli�ations respectin� � ' confidentiality of the EPDB shzll survive termination of this A�eement for any reason and shall remain in effect for as Ion�as the Entity continues to possess or control any EPDB furnished by the Count�•. In addition,the County shall remain entitled to.enforce its copyright and propriety inter:sts in all EPDB. � Section 5 � - TERZI,TER.�l+II1vATION � � 5.1, The Entity and the COLNTY a�ee that this Agreement is in effect during the period . commencin�January 1, 1999 a.ad terminati.ng December 3I, 1999. This A?reement shall commence from the date hereof.unless sooner terminated by either pariy with cause upon three (3) calendaz days' written notice to the other. The eYpiration or tennination of this • � . . Ao eement shall automaticall�•znd�ithout fiuther action by the County terminate and extin�uish the license. In thz erent of any such expiration or tennination,the County . � � shall have.the right to take im�ediate possession of said EPDB,and all copies thereof �vherever located, and�vithout dzmand or notice. �ithui five (�) days after expiration or termination of this Agreement;Lhe Entity shall retum the EPDB and all copies thereof to the County, or upon request b�the County,the Entiry shaLl destroy all of the same and all copies thereof and certify in«riung to ihe County that the same has been destroyed. S.I.1 It is a�reed that any ri�ht or re�edy provided for herein shall not be considered as the exclusive right or remedy but shall be considered to be in addition to zny other ri?ht or remedy hereunder or alloived b�•la�v, equity or statute. � 5.1.2 The County's failure to insist Lpon strict performance of aay covenant, a�reement or • • stipulation of tbe A�eement,or to exercise any right herein contai.ned shail not be a . �vaiver or relinquishment of such co�•enant,a�eement, stipul�tion or ri�ht, unless the � Counry stipulates thereto in Sz�iunJ. Any such written consent sha1l not constitute a waiver or relinquishment of sLCh covenant,agreement, stipulacion or ri?ht. . � . 4 r . • - Section 6 - . . �. • LYJUi�'CTIVE RELIEF � ' . 6.1 The Entity acknor�vled�es and a�ees that unauthorized disclosure or use of the EPDB or � � � � any part thereof could cause urepazable harm and si,�nificant injury to the County,which ' • . may be difficult to measure�vith certainty or to compensate throu�h damages. : � ' � Accordin�ly,the Entity a�ees that the County may'seek a.nd obtain against the Entity . and/or any other person or entity injunctive relief a�ainst the breach or threatened breach of the foregoing undercaki.n�s,in addition to any other equitable or Iegal remedies which . . may be available. _ Section'7 OTAER TERtiSS A.�YD COYDITIONS 7.1 No Aaency. The parties hereto aze independent contractors, and nothing herein shall be construed to create an agency,joint venture,parhzership or other form of business association between the parties hereto. 7.2 No tiYaiver. No delay or omission by either pa.rty hereto to exercise any ri�ht or power � . occurring upon any noncompliance or defauh by the other party with respect to any of the . �terms of this A?reement sha11 impair any such right or power or be construed to be a . . � waiver thereof unless the same is consented to in writin�.' A waiver by either of the � parties hereto of any of the covenants,conditions, or ajreements to be observed by the other shall not be construed to be a�vaiver of any succeeding breach thereof or of any � covenant, condition, or a�reement herein contained. All remedies provided for in tbis A�eement shall be cumulative and in addition to,and not in lieu of, any other remedies available to either party at la�v, in equity, or other«zse. 7.3 Governing Lasv. This A�eement shall be aovemed by and construed in accordance with the laws of the State of Minnesota. � 7.4 �Entire Agreement. This License A?reement constitutes the entire Agreement between the parties, and there are no understandin�s or agreements relative hereto other than those � that are espressed herein. No chan�e,�vaiver, or dischazge hereof shall be valid unless in � ' �vriting and executed by the party against�vhom such chan�e,waiver, or dischas?e is sou�ht to be en#'orced. � 7.5. I�'o Assignment. Neither party shall assi�n,sublet or transfer this A;reement,either in whole or in part,without the prior written consent of the other party,and any attempt to do so shall be void aad of no force and effect. • ?.6 THE ENTITY AGREES THAT THE COWTY IS FUR�\�ISHI�•G THE EPDB O\' AN "AS IS"BASIS,Z�ITHOUT ANY SUPPORT�YH.�.TSOEVER,At�tD � � ' SYITHOUT REPRESEIV�T'ATION OR A�"Y EXPRESS OR I1�IPLIED 5 � ( a r• .4 � . • • . �` ��ARRANTIES,NCLUDPIG BUT NOT Ttii T ANY D2A,N�NER.LII�IITEDrTO, FITNESS FOR PARTICULAR PURPOSE,IY�RCHANTABILITY OR THE � � �CCUR�CY AND COI�IPLETENESS OF TI3E EPDB. . THE COITti�TY'S SOLE LIABILITY A.iYD TI3E EnTITY'S EXCLUSIVE � � ' . , REI�IEDY FOR AIr'Y SUBSTA3��I'L4L DEFECT�VHICH II�AII�2.S THE USE OF � THE EPDB FOR TI3E PURPOSE STA3'ED T3ERE�I�1 SHAI�L BE THE RIGHT TO TERtiII�,'ATE THIS AGREElYIENT'. • THE COUIV"TY DOES NOT ti�ARRA�'T THAT THE EPDB ARE ERRORFREE. . TSE EPDB ti�/ERE DEVELOPED FOR THE COUNTY'S OS'YN Itii'TER1�tAL BUSI�YESS PURPOSES A.IYD THE COUNTY DOES NOT REPRESENT THAT THE EPDB CAN BE USED FOR NAVIGATIONAL,TR�CKING OR ANY OTHER PURPOSE REQUiRING EXA.CTII�i G MEASUREI�IEti�I' OF DISTANCE - OR DIRECTION OR PRECISIOti'T.N T�IE DEPICTIOV OF GEOGRAPHIC � FEATURES. . � • THE COUiYTY DISCLAIVIS AI�TY OTHER WA�ZRANTIES,ExPRESS OR . I1�IPLIED,RESPECTTiYG THIS LICENSE AGREEI�IENT OR THE EPDB. � 7.7 In no event shall the County be liable for actual, direct, indirect, special, incidental, consequential dama?es (even if the County has been advised of the possibility of such. � dama�e) or lost of profit, loss of business or any other financial loss or a.ny other dama�e � arisin�out of performance or failure of performance of this A�eement by the County. � The County and the Entity a�ree each will be responsible for their own acts and . omissions under this A�reement a.nd the results thereof to the extent authorized by law and shall not be responsible for the acts or omissions of the other party under the � Aereement and the results thereof. The parties' respective liabilities shall be govemed by ' the provisions of the Municipal Tort Claims Act,Minnesota Statutes Chapter 466, and other applicable law. This para�raph shall not be construed to bar legal remedies one - party may have for the other party's failure to fulfill its obli�ations under this Aareement. 7.8 I�'otice. Any notice or demand shall be in writing and shall be sent registered or certified . � . mail to the other party address as follows: � . , ' . To the Entity: City o€Orono � . 27�0 Kelley Parkway • Cry�tal Bay,MN 55323 � � � 6 . � . �:. ' ' �• ' • - ' . • . To Hennepin County: :r � • Hennepin County Administrator ' � -- A-2300 Government Center (233) . � . � . Minneapolis,MN 55487-0233 � � ' � � � � Copy to: . . Robert L.Hanson � . . . • . • . � � � � � � Hennepin County Chief Information Officer - A-1900 Govemment Center (190) . Minneapolis,MN 55487-0190 Cogy to: Patrick H.O'Connor D'uector,Taxpayer Services Depaztrnent A-600 Government Center (060) . . . Min.neapolis,M�i 55487-0060 7.9 Z�hereas Claus es. The matters set forth in the"Whereas"clauses on page one of this A�eement aze incorporated into and made a part hereof by this reference. 7.10 Survival of Pro�•isions. It is expressly understood and a�reed that the obligations and � warranties of the Entity under Sections 3,4,5, 6, 7.6,and 7.7 hereof and the obliaations . • and warranties of the Entity and the County which by their sense and context aze intended . �to survive the performance thereof by the Entity and the County, shall so survive the • � completion of performance and termination or cancellation of this A?reement. � 7.11 Authority. The person or persons executinJ this License A�eement on behalf of Entifiy represent that they are duly authorized to execute this License A�reement on behalf of Entity and represent and warrant that this License Agreement is a le?al,valid and bindin? obliaation and is enforceable in accordance with its terms. � . 7 . � . � • •• • ' ' ' � COUNT'Y ADIILYlST'RATOR APPROVAL =r ' � = ENTTTY,having signed this a�eement,and the County havin�duly approved this � . a�eement on the�day of � 19�,and pursuant to such approval,the proper . � County officials having si�.eci 's contract,the parties hereto a�ree to be�bound by the �.' provisions herein set forth. .' • . • � • � � � . : � . � � Approved as to form � COUNTY OF HENNEPIN . and . ution STA F MINNES TA . c � . By: . sista�at o tto ey Assistant/Depu /County Administrator Date: . CITY OF ORONO . � By: � • . � . . . . Mayor � . � And: _ � -�-�_. ' City Clerk/ a�er ' � • . . . Form 1 (10/98) 8 � .