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Home My WebLink AboutResolution 3590 .. YT 1 � O� ,' O O : _ �b. - CITY of ORONO : � ti '�' RESOLUTION OF THE CITY COUNCIL ��`q.kE p4��G NO. e� a� �, � sx A RESOLUTION AUTFIORIZING THE CITY OF ORONO TO ENTER INTO AN AGREEMENT FOR THE USE OF HENNEPIN COUNTY'S PROPRIETARY GEOGRAPHICAL DATA BASE •WI�REAS, the County has developed a proprietary geographical digitized data base which was designed and built to be used in conjunction with "Ultimap", an automated mapping facility software product (which proprietary geographical digitized data base is hereinafter referred to as "Proprietary Data Base" and which is described in Exhibit A, attached hereto and hereby made a part hereo�; and; WHEREAS, the City of Orono desires to use the County's Proprietary Data Base in the course cf conducting the City's business; and � WHEREAS, the County intends tliat any additions and modifications to the Proprietary Data Base relating to the County remain wholly compatible with the County's Proprietary Data Base for the period of the copyright and information added to the database by either the County or the City shall be made available to either party; and; WI-�REAS, in acknowledgement of the Entity's above stated purpose, the County is agreeable to provide to the City the Proprietary Data Base described in Exr,ibit A; and; WHEREAS, the parties agree that the execution of this Agreement is necessary in order to adequately protect said Proprietary Data Base. �10VG'- 'F�-�R�FORE, in consideration of the premises, as well as the obligations herein made and unctertaken, the parties hereto, intending to be legally bound, hereby agree to the conditions set forth in the attached agreement. Adopted by the City Council of the City of Orono this 14th day of August, 1995. . ` � . A T: Edward J. Callah , r., Mayor � r ; �� ' � o thy M. a lin, C�ty Cl�rk. . . � �t ' � Agreement No. °'��9� ' CONDITIONAL USE AGREEMENT GOVERNMENT ENTITY THIS AGREEMENT, made by and between the COUNTY OF HENNEPIN (Taxpayer Services Division - Survey Section) , a body politic and corporate under the laws of the State of Minnesota, hereinafter referred to as the "County" , and the City of Orono hereinafter referred to as the "Entity" . For purposes of this Agreement, the address of the County is A703 Government Center, Minneapolis, MN 55487-0073 and the address of Entity is 2750 Kelley Parkway, Orono, MN 55356. WITNESSETH: WHEREAS, the County has developed a proprietary geographical digitized data base which was designed and built to be used in conjunction with "Ultimap" , an , automated mapping facility software product (which proprietary geographical digitized data base is hereinafter referred to as "Proprietary Data Base" and which is described in Exhibit A, attached hereto and hereby made a part hereof) ; and WHEREAS, the Entity desires to use the County's Proprietary Data Base in • the course of conducting the Entity's business; and WHEREAS, the County intends that any additions and modifications to the Proprietary Data Base relating to the County remain wholly compatible with the County's Proprietary Data Base for the period of the copyright and information added to the database by either the County or the Entity shall be made available to either party; and WHEREAS, in acknowledgement of the Entity's above stated purpose, the County is agreeable to provide to the Entity the Proprietary Data Base described in Exhibit A; and WHEREAS, the parties agree that the execution of this Agreement is necessary in order to adequately protect said Proprietary Data Base; NOW, THEREFORE, in consideration of the premises, as well as the obligations herein made and undertaken, the parties hereto, intending to be legally bound, hereby agree as follows: Section 1 SCOPE OF AGREEMENT 1.1 This agreement shall apply to the Proprietary Data Base. • . `. . Section 2 GR.ANT OF LIMITED LICENSE 2.1 The County hereby grants the Entity a non-exclusive and nontransferable • license to use the Proprietary Data Base. Said license shall commence on the date of approval of this agreement by the County and shall extend , throughout the term of the copyright unless terminated sooner, in accordance with the provisions hereof. ` Section 3 ACKNOWLEDGMENT OF PROPRIETARY INFORMATION � RESERVATION OF TITLE 3.1 The Entity acknowledges and agrees that the Proprietary Data Base are the exclusive property of the County and include commercially valuable information which reflect the effort of skilled development experts and required the investment of considerable amounts of time and money, and � that the County has treated such trade secret and Proprietary Data Base as confidential information, which County entrusts to the Entity in confidence to use in the conduct of the Entity's business. The Entity agrees that the County owns and reserves all rights, protection and benefits afforded under federal copyright law in all Proprietary Data Base furnished to the Entity as unpublished works, as well as all rights, protection and benefits afforded under any other law relating to confidential and/or , trade secret information respecting said Proprietary Data Base, and that the Entity will abide by all relevant laws, rules, regulations and decisions which afford protection to the County for its confidential and trade secret information and said • copyright. This agreement does not effect any transfer of title in or to any Proprietary Data Base of the County. The Entity acknowledges that it is granted only a limited right of use of such Proprietary Data Base, which right is not coupled with an interest, and the Entity shall not assert nor cause or cooperate with others to assert any right, title, or interest in any Proprietary Data Base of the County. Section 4 PROTECTION OF PROPRIETARY INFORMATION 4.1 Obligations of Confidentiality; Limitations of Use. The Entity shall neither disclose, furnish, sell, transfer nor disseminate, in whole or in part, the Proprietary Data Base of the County furnished to the Entity to (1) any other person, firm, entity, or organization, except as expressly authorized hereunder; or (2) any employee of the Entity who does not need to obtain access thereto in connection with the Entity's exercise of its rights under this agreement. Unless specifically authorized in writing by the County, the Enxity shall not copy or otherwise reproduce any Proprietary Data Base of the County. Under no circumstances may the Entity disclose or disseminate any Proprietary Data Base to any other public or private entity. The obligations of the Entity to protect confidentiality which are established by this Agreement apply to the Proprietary Data Base itself and not to any graphic representations or products produced by the Entity while using ' the Proprietary Data Base. � Z ' \ , 4.2 Compatible Data Base Modif ications. Unless otherwise explicitLy � provided in writing by the County, any additions or modifications to the Proprietary Data Base shall be compatible to the preexisting Proprietary Data Base, including but not lim�ted to the program, data base, documentation, map project reference numbers (Exhibit C) and the symbol � dictionary (Exhibit D) provided by the County pursuant to this Agreement. To insure standardization and compatibility with the preexisting Proprietary Data Base, the Entity agrees that any additions and modifications to the Proprietary Data Base shall be approved, in writing, by the County. Requests for additions or modifications to the Map Project Reference Numbers contained in Exhibit C and the Symbol Dictionary contained in Exhibit D shall be directed to and approved by the County Surveyor. Additions and modifications to the Proprietary Data shall be made available to the County for its use and any additions and modifications made by the County will be made available to the Entity for the conduct of its business. 4.3 Secure Handling. The Entity shall require that all Proprietary Data Base be kept in a secure location at 2750 Kelley Parkway, Orono, MN 55356 and maintained in a manner so as to reasonably preclude unauthorized persons from having access thereto. The Entity shall devote its reasonable efforts to ensure that all persons afforded access to Proprietary Data Base' protect same against unauthorized use, dissemination or disclosure. Except for off-site backup, the Entity shall not remove or cause or allow to be removed from the Entity`s place of business or the place of business of any Proprietary Data Base or any � copy thereof without the prior written consent of the County, which consent shall not be unreasonably withheld. 4.4 Assistance of the Entity. At the request of the County and expense of the Entity, the Entity shall use good faith and reasonable efforts to assist the County in identifying any use, copying, or disclosure of any Proprietary Data Base by any current or former Entity personnel - or anyone else who may have come in possession of said Proprietary Data Base while the same was in the Entity's possession - in any manner that is contrary to the provisions of this Agreement so long as the County shall have provided the Entity with information reasonably justifying the conclusion of the County that such contrary use may have occurred. 4.5 Survival of Confidentiality Obligations. The Entity's obligations respecting confidentiality of the Proprietary Data Base shall survive termination of this Agreement for any reason and shall remain in effect for as long as the Entity continues to possess or control any Proprietary Data Base furnished by the County. In addition, the County shall remain entitled to enforce its copyright and proprietary interests in all Proprietary Data Base. � 3 . � Section 5 � TERM, TERMINATION , 5.1 This agreement shall continue for the period of the copyright beginning from the date hereof, unless sooner terminated by either party upon � thirty (30) calendar days written notice to the' other. The termination of this Agreement shall automatically and without further action by the County terminate and e:�tinguish the license. In the event of any such termination, the County shall have the right to take immediate possession of said Proprietary Data Base, and all copies thereof wherever located, and without demand or notice. Within five (5) days after the termination of this Agreement, the Entity sha11 return the Proprietary Data Base, all copies thereof to the County, or upon request by the County, the Entity shall destroy all of the same and all copies thereof and certify in writing to the County that the same has been destroyed. 5.1.1 It is agreed that any right or remedy provided for herein shall not be considered as the exclusive right or remedy but shall be considered to be in addition to any other right or remedy hereunder or allowed by law, equity or statute. � 5.1.2 The County's failure to insist upon strict performance of any covenant agreement or stipulation of the contract, or to exercise any right herein contained shall not be a waiver or relinquishment of such covenant, agreement, stipulation or right, unless the County stipulates thereto in writing. Any such written consent shall not constitute a • waiver or relinquishment of such covenant, agreement, stipulation or right. Section 6 INJUNCTIVE RELIEF 6.1 The Entity acknowledges and agrees that disclosure or use of any confidential or Proprietary Data Base contained herein could cause irreparable harm and significant injury to the County, which may be difficult to measure with certainty or to compensate through damages. Accordingly, the Entity agrees that the County may seek and obtain against the Entity and/or any other person or entity injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other equitable or legal remedies which may be available. 4 � � \ � . . .., Section 7 � • MISCELLANEOUS 7.1 No Agency. The parties hereto are independent contractors, and nothing herein shall be construed to create an agency, joint venture, partnership or other form of business association between the parties hereto. 7.2 No Waiver. No delay or omission by either party hereto to exercise any right or power occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof unless the same is consented to in writing. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be observed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained. A11 remedies provided for in this Agreement shall be cumulative and in addition to, and not in lieu of, any other remedies available to either party at law, in equity, or otherwise. 7.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 7.4 Entire, Agreement. This Agreement constitutes the entire Agreement between the parties, and there are no understandings or agreements relative hereto other than those that are expressed herein. No change, � waiver, or discharge hereof shall be valid unless in writing and executed by the party against whom such change, waiver, or discharge is sought to be enforced. 7.5 No Assignment. Neither party shall assign, sublet or transfer this Agreement, either in whole or in part, without the prior written consent of the other party, and any attempt to do so sha11 be void and of no force and effect. • 7.6 THE ENTITY AGREES THAT THE COUNTY IS FURNISHING THE PROPRIETARY DATA BASE ON AN "AS IS" BASIS, WITHOUT ANY SUPPORT WHATSOEVER, AND WITHOUT REPRESENTATION OR WARRANTY, INCLUDING BUT NOT IN ANY MANNER LIMITED T0, FITNESS, MERCHANTABILITY OR THE ACCURACY AND COMPLETENESS OF THE PROPRIETARY DATA BASE. THE COUNTY'S SOLE LIABILITY AND THE ENTITY'S EXCLUSIVE REMEDY FOR ANY SUBSTANTIAL DEFECT WHICH IMPAIRS THE USE OF THE PROPRIETARY DATA BASE FOR THE PURPOSE STATED HEREIN SHALL BE THE RIGHT TO TERMINATE THIS AGREEMENT. 7.7 In no event shall the County be liable for actual, direct,_ indirect, special, incidental, consequential damages (even if the County has been advised of the possibility of such damage) or loss of profit, loss of business or any other financial loss or any other damage arising out of performance or failure of performance of this contract by the County. • 5 . ;:. The Entity shall defend, indemnify and hold the County, its officers, agents and employees harmless from (1) all liabilities arising out of � performance or failure of performance of this contract by the County of . any nature whatsoever, except to the extent any such liability is caused by a negligent or intentional act of the County, and (2) any liability, � claim, damages, costs, judgments or expenses, including reasonable attorney's fees, resulting directly or indirectly from any act or omission of the Entity, its agents, employees, officers or contractors in the performance of this contract, and (3) all loss by reason of the failure of said Entity to perform in any respect all obligations under this contract. Nothing herein shall be deemed a waiver by either party of the limitations on liability provided in Minn. Stat. Ch. 466. 7.8 Notice. 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 of Orono 2750 Kelley Parkway Orono, MN 55356 . To Hennepin County: Hennepin County Administrator A-2300 Government Center Minneapolis, MN 55487-0233 • Copy to: Manager, Taxpayer Services • A-600 Government Center Minneapolis, MN 55487-0060 Copy to: Hennepin County Surveyor A-703 Government Center Minneapolis, MN 55487-0073 7,9 Whereas Clauses. The matters set forth in the "Whereas" clause on page � one of this Agreement are incorporated into and made a part hereof by this reference. 7.10 Survival of Provisions. It is expressly understood and agreed that the obligations and warranties of the Entity under Sections 3, 4, S, 6, 7.6, 7.7 and 8.3 hereof and the obligations and warranties of the Entity which by their sense and context are intended to survive the performance thereof by the Entity, shall so survive the completion of performance and termination or cancellation of this Agreement. 6 • � � • f`, ` ,� Section 8 FEES 8.1 Fees for the Proprietary Data Base shall be calculated pursuant to the � "Pricing Policy for Products" contained in the County's Administrative Manual, Section P-9. The terms and conditions of payment are contained in Exhibit B and are made a part of this Agreement by reference hereto. 8.2 The full amount of the fee will be paid to the County no later than twenty (20) days after receipt by the entity of an invoice for the Proprietary Data Base. 8.3 In the event the Entity and the County enter into a contract subsequent hereto wherein the County furnishes to the Entity additional Proprietary Data Base, whether the same as or different from the Proprietary Data Base described in Exhibit A, the type and/or amount of fee charged hereunder shall in no manner preclude or affect the right of the County to charge the Entity for said additional Proprietary Data Base (at a commercial rate pursuant to the authority of the County) . • • 7 . 1 • . Entity, havin signed this ontract, and the County having duly approved � this contract on aZ� , 19��, and pursuant to such approval and the proper County offi ial having signed this contract, the parties hereto � agree to be bound by the provisions herein set forth. Approved as to legality COUNTY OF HENNEPIN. � form and execution. STATE OF MINNESOTA Ci'�i� �.Vi - Assistant County Attorney County Admini or �. � ��2 3�ss� Date: S Date: City of Orono 2750 Kelley Parkway ' Orono, MN 55356 By: � Title: MAYO ' And: ' • Title: CLERK / 1'TT° ""^"'^^r" (Plan A City)-( 8 • _ . � 1 EXHIBIT A OF AGREEMENT _ • ^ PROPRIETARY DATA BASE PROVIDED TO (THE ENTITY) BY THE COUNTY ' 1. Response to a list of data base elements requested indicating which data is ' available from Hennepin County's "MAPS" data base. 2. ULTIMAPS data base extract format and requested data from Hennepin County's "MAPS" data base for segments and/or records requested in Item ��1. 3. PROPERTY INFORMATION SYSTEM data base extract formats and requested data for ' the following data bases to facilitate locating property addresses, and ownership data. a. Current Year Tax data base extract format (PID02) . � • 9 .i . .. _ EXHIBIT B OF AGREEMENT . . PAYMENT TERMS AND CONDITIONS Pursuant to the Hennepin County Pricing Policy for Products as it relates to Hennepin County Political Subdivision are as follows: ��a Personnel Services - base salary + � current year overhead rates = $ 40.24 �� Supplies - tape, disk, cartridge, etc. a $ 1.50 - 25.00 �* Current Year Tax Data Base Extract (PID02) _ $ 200.00 xx These charges will be adjusted by the County effective on the lst of each year subsequent to the eYecution of this contract. � • 10 . • �� r � E%HIBIT C OF AGREEMENT • HENNEPIN COUNTY MAP PROJECT REFERENCE NUMBER USAGE To keep the Property Maps Data Base compatible within the scope of available reference numbers, it is hereby required that the Entity restrict its activity to the range of reference numbers that fall bet�aeen: 3,156,000,000 - 3,160,999,999 If the Entity is creating data bases for purposes wherein compatibility is not an issue, then the above restriction does not apply. • . • 11 . .. �. EXHIBIT D OF AGREEMENT . HENNEPIN COUNTY MAP PROJECT SYMBOL DICTIONARY To keep the Property Maps Data Base compatible within the dictionary usage of all end users, it is hereby required of the users in the distribution network to: 1. Utilize existing spaces in the Symbol Dictionary from entry number 1600 through number 3200. Numbers 0-1599 will be reserved for future expansion. 2. Coordination of additions or changes 'within existing symbols with the Hennepin County Surveyors Office Symbol Coordinator. , 3. Do not eliminate items froin the parent categories of Property, Survey and/or Waterway. � . If the Entity is creating data bases for purposes wherein compatibility is not an issue then restriction does not apply. , ,. ? i i • . 3i' 1 2 •