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HomeMy WebLinkAboutStaff Report 320-05AGREEMENT NOW, THEREFORE, in consideration of the promises, conditions, covenants and warranties herein contained, the parties agree as follows: 1. Definitions . Basemap -Basemap is a computer mapping system, which is, a compilation consisting of various graphical and tabular databases and records (generally parcels and streets) as more particularly described in the attached Exhibit A, Licensed Basemap Product Definition, and to which the COUNTY owns a copyright. The term "Basemap" includes all Error Corrections, Bug Fixes,and'Enhancements provided by COUNTY to CITY. Base Layers -CITY'S. graphical and tabular databases covering the entire geographical area known as the City of Palo Alto, in the format provided by CITY to COUNTY, which includes spatially adjusted and updated available street centerlines, parcels, air parcels, and a master address file, consistent with the CITY Base Layers' specifications which have been deemed by COUNTY to be "substantially interoperable" with the Basemap. Base Layers incorporated within the COUNTY Basemap to the extent that the provided data is compliant with Basemap content and quality standards shall be identified by the COUNTY in metadata as originating from the CITY. City -All CITY departments, programs, officers and employees, performing official functions on behalf of the CITY for official CITY business and operations under the authority of the CITY Council. County of Santa Clara -All departments, programs, officers and employees, under the authority of the COUNTY Board of Supervisors. Compilation-A work formed by the collection and assembling of preexisting material or of data that are selected, coordinated, or arranged in such a way that the resulting work as a whole contains an original work of authorship. Title 17 U.S.C. section 101. Copies -Matelial objects in which a work is fixed by any method now known or later developed, and from which the work can be perceived, reproduced, or otherwise communicated either directly or with the aid of a machine or device. The term "copies" includes the. material object in which the work is fixed. Derivative Work -A work based upon one or more preexisting works, such as a translation, musical arrangement, dramatization, fictionalization, motion picture version, sound recording, art reproduction, abridgment, condensation, or any other form in which a work may be recast, transformed, or adapted. A work consisting of editorial revisions, annota.tions, elaborations, or P200507.00 Palo Alto -2 ~ • Modify the Basemap to meet the CITY'S business needs or merge the Basemap into other databases for CITY'S use to conduct official CITY business; • Make a reasonable number of copies, including backup copies, for CITY'S own business purposes ; • Translate the Basemap into other formats and lor media; g. CITY may not: • Re-sell, loan, rent, pledge, assign, use, sub-license or otherwise transfer the Basemap, except as provided for herein; • Represent to other parties a version of the Basemap modified by the CITY in conformance with this Agreement as the Basemap; • Use the Basemap for purposes or persons other than the CITY'S official business; • Permit access to the Basemap in a manner that allows unauthorized access, downloading, or copying of Basemap; • Use the Basemap to generate products or services for commercial resale not associated with CITY business purposes that violate Section 2. License Grant, of this Agreement. • In accordance with and subject to the provisions of Section 17, provide the Basemap directly to any requestor of the Basemap and use its best efforts to direct all third parties who request the Basemap to the COUNTY. 6. Notification of Corrections and Enhancements Each party will provide written notice to the other party following discovery of any possible errors or omissions in their GIS Base Information, which was provided to the other party. Such notice will be provided in accordance with Attachment A -Licensed Basemap Product Definition, Sections 3) and 4). All updates and enhancements provided by CITY to COUNTY will be provided in the format and specifications in accordance with Attachment A -Licensed Basemap Product Definition, Sections 3) and 4). CITY'S data has been deemed by COUNTY to be "substantially interoperable" with the Basemap and is of a high quality in terms of accuracy and completeness. P200507.00 Palo Alto -6- 11. Notice of Copyright and Disclaimer a. CITY will display, and will require all third parties with whom they grant access pursuant to Section 9. above to display, the following copyright notice on all publications of the Basemap on or in any media, but not on works in progress such as internal screen displays: "Copyright, (current year), All rights reserved." or, for lack of space -"© 2005" b. CITY will display the following copyright notice on publications, which include portions of the Basemap, but not on works in progress such as internal screen displays: "Derived from data that is Copyright, (current year), All rights reserved." For the lack of space on the derived product, the CITY may use the notice, "© 2005" Any reproduction of the Basemap for purposes other than that set forth in this Agreement will infringe on this copyright Agreement. 12. Termination a~ In the event either party defaults in any obligation in this Agreement, the other party shall give written notice of such default, and, if the party in default fails to cure such default within the time specified in such notice, the other party shall have the right to terminate this Agreement. b. For purposes of this Agreement, default includes, but is not limited to, any of the following: Material breach of this Agreement· by either party; violation by either party of any applicable laws; assignment by either party of this Agreement without the written consent of the other Party; a decision by the Board of . Supervisors not to fund the County's Basemap project. c. The County may immediately terminate this Agreement upon any occurrence that violates County's rights set forth in Section 2 License Grant. d. Effect of Termination: Upon termination of this Agreement, the license granted hereunder is immediately revoked. CITY may continue to use the Basemap and modify it to meet their internal needs in accordance with the all terms and conditions of this Agreement, all of which survive the Agreement. COUNTY may continue use of the CITY'S Base Layers in accordance with all the terms and conditions of this Agreement, all of which survive the Agreement. Neither Party will expect or receive from the other, updates to the GIS Base Information. P200507.00 Palo Alto -8- infringement, CITY will cease all use of the B asemap and will notify all third parties of their obligation to cease use of the Basemap. 16. Inspection ,Either party may request that the other party grant access to aU documents and other infonnation to verify compliance with the tenns of this Agreement. The parties agree to cooperate with each other to ensure compliance with this Agreement. 17. Public Records Act Requests CITY agrees not to release the Basemap to any party who files a request for the Basemap pursuant to the California Public Records Act as set forth in California Government Code section(s) 6254 et.seq. COUNTY owns all title, right and interest in and to the Basemap pursuant to the Copyright Act as set forth in Title 17 USC, Section 106 et. Seq. which grants COUNTY (i) the right to reproduce the copyrighted work in copies; (ii) the right to prepare derivative works based upon the copyrighted work; and (iii) the right to distribute copies of the copyrighted work to the public by sale or other theory of ownership; or by rental, lease, or lending. As such, COUNTY maintains that the Basemap is not a "public record" because the rights conveyed by the Copyright Act to the COUNTY in the Basemap including the right to distribution of the Basemap by sale,' exempts the Basemap from disclosure pursuant to California Government Code section 6254(k). CITY agrees to issue a written denial to any requester citing this section of the Public Records Act and this section of the Agreement.. Should CITY comply with this section and a claim, action or demand is filed alleging that CITY failed to comply with the Public Records Act by refusing to provide a .copy of the Basemap to the requesting party, COUNTY will to the fullest extent permitted by law, indemnify, defend, and hold hannless CITY its officers, agents and employees, from and against any and all claims, actions, demands or liability, including all costs, expenses and fees (including without limitation, attorney's fees, courts costs, experts fees or an adverse monetary judgment) arising from the perfonnance by CITY of its obligations under this section relating to the Public Records Act. 18. Severability If any provision of this Agreement is invalid, illegal, or unenforceable under any applicable statute or rule of law, the remaining provisions shall remain valid and enforceable to the maximum 'extent possible. P200,507.00 Palo Alto • 10- designated below or to any other individual as the.party may designate by providing notice. The notice shall be deemed delivered (i) ifby registered mail, four (4) days after the notice's deposit in the mail, (ii) if by telecopy, on the date the notice is delivered, (iii) if by overnight delivery service, on the day of delivery, and (iv) if by hand delivery, on the date of hand delivery. CITY: Attn: -------------------- Telecopy No.: ___________ _ COUNTY: Attn: ____________________ ___ Telecopy No.: ____________ _ 24. Governing Law This Agreement and performanc~ hereunder shall be governed by the laws of the State of-- California. P200507.00 Palo Alto ·12 - The Basemap content may also include other datasets or content, such as creeks, railroads, government jurisdictions, legal parcels, building footprints, orthophotos, contours and other features, as deterniined by the CITY and COUNTY. For the purposes of th~s Agreement, the Basemap will not include retired or historical parcels even though such parcels may be an integral part of the CITY or COUNTY GIS Base Information. The Initial geographic features in County's Basemap will be aligned to the existing orthophotos with the result that the Basemap will have a horizontal accuracy of +-2 feet on the valley floor, and +-5 feet on hillside areas. Subsequent Base Information changes will be based on legally approved documents when available and will maintain the aforementioned accuracy standards. 3) Schedule of GIS Base Information Exchange The initial exchange of GIS Base Information between each party shall occur when upon the signing of this Agreement. Following the COUNTY'S integration of CITY Base Layers, the CITY will continue to provide its Base Layers to the County, no less often than quarterly, so that the County can continue to integrate the geographic region of the CITY to the County of Santa Clara GIS Basemap . Specifications. The COUNTY will provide the CITY with, at a minimum, quarterly delivery of the Basemap,' according to COUNTY'S delivery schedule, which generally occurs in March, June, September and December of each year. 4) Delivery Format The COUNTY and CITY will exchange GIS Base information using a mutually agreed upon format through direct server access or on CD or DVD as mutually agreed upon by the Parties. P200507.00 Palo Alto -16 - special limitations and/or fees stipulated by the CITY department data owner.. . The data in Table IT: is what is required by the COUNTY to enhance the GIS Basemap to reflect the most complete, current and accurate GIS Base Information. The Parties shall define a protocol for data updating and data dissemination of Basemap related information from CITY for incorporation into the County Basemap. The supplied data shall be incorporated within the Basemap to the extent that the provided data is compliant with Basemap content and quality standards. This data, if maintained by CITY and approved by the data owner, shall be provided to the COUNTY according the stated update frequency as a data input stream for Basemap updating. The Parties shall agree to the format and means for providing the data. Such data may include and· not be limited to: Building Permits, Business Licenses, Communication Device Locations, Digital Subdivision Maps, General Plan Land Use, CITY Geofile, IDTS data, Metadata, Natural Diversity Data,· CITY Parks, Riparian-Related Datasets, Traffic-Related Datasets, Transportation -Related Datasets, Zoning, Utility and Infrastructure Datasets, and Special District Information. Table II. D taS t a e o wner D 'f escrlJ)11on GIS zoning polygons Zoning CITY and associated attributes General Plan General Plan land use Land Use CITY polygons and associated attributes Business License Business license (Note: Palo Alto CITY associated with an does not issue !iddress Business Licenses in its jurisdiction) Building permit data associated with Building Permits CITY Assessor Parcel number and address New construction plans associated with New new subdivision tracts Construction CITY and lots that Plans ultimately will be assigned an Assessor Parcel Number P200507.00 Palo Alto Data T ·ype Shape File Shape File Tabular Tabular CAD or GIS -18- Update F reauency Quarterly Quarterly Yearly Monthly Monthly S 'I L' , ~pecIa llmtattons To be used only by the County Assessor for their internal purposes. To be used only by the County Assessor for their internal purposes. . To be used only by the County Assessor for their internal purposes To be used only by the County Assessor for their internal purposes To be used only by the County Assessor for their internal purposes Attachment C Emergency Data Use Notice This notice shal,l be used only in the event of a public emergency that requires immediate response to protect life and property within the Santa Clara County region. Use of this notice does not release the user of GIS information from the obligations expressed within the GIS Basemap License Agreement which must be obtained from Santa Clara County, but serves as an official notice that the Basemapis Copyrighted with specific limitation on its use. Furthennore, an executed Basemap License Agreement is required to legally possess and use the Basemap. This notice permits the user to use the GIS Basemap for one week from the date of execution of this notice only for public emergency use. The user may not release the GIS Basemap to any other party for any means whatsoever. A GIS Basemap License Agreement shall be executed with the County within one week of the date of execution of this notice to enable the continued use of the GIS Basemap. Failure to execute the GIS Basemap License Agreement within one week shall require the user to destroy all copies of the GIS Basemap in their possession and certify in writing to the executing authority that all data has been permanently removed from their computer systems and that the user has not released the GIS Basemap or derivative products to any other entity. Notice Executed on" _____ _ Executing Agency User P200507.00 Palo Alto -20-