Loading...
HomeMy WebLinkAboutContract 21412141 Anoka County Contract No. 2008- (`~.~~ (~ LICENSE FOR USE OF DIGITAL ORTHO AND OBLIQUE AERIAL PHOTOGRAPHS THIS LICENSE AGREEMENT is made and entered into this °"._ day of 2008, by and between the County of Anoka, a political subdivision of the State of Minnesota ("County") and City of Columbia Heights, (°'Licensee.") WITNESSETH WHEREAS, the County entered into an agreement with Pictometry International Corp., a Delaware corporation ("Pictometry") forthe purchase of digital ortho and oblique aerial photographs and an information system license for software identified as Anoka County Contract No. 2008-0013 ("Contract"}; and WHEREAS, as part of the Contract, Pictometry granted to the County a license to share the software and images with cities, townships, school districts, political subdivisions, quasi- governmental entities and others within the County of Anoka; and WHEREAS, subject to the terms and conditions contained herein, Licensee wishes to use and the County agrees to provide the Pictometry software and images associated with the Agreement. NOW, THEREFORE, in consideration of the covenants and conditions contained herein, the parties agree as follows. Section 1 GRANT OF LIMITED LICENSE 1.1 The County hereby grants to Licensee anon-exclusive, non-transferrable and non- assignable limited use license to use the digital orthographic and oblique aerial photographs and information system software associated with the Pictometry images described in Exhibit A ("Pictometry Imagery"}. Section 2 ACKNOWLEDGEMENT OF PROPRIETARY INFORMATION AND RESERVATION OF TITLE 2.1 Licensee acknowledges and agrees that the Pictometry Imagery is the exclusive property of Pictometry and is duly licensed by the County. 2.2 Licensee agrees that Pictometry owns the Pictometry Imagery and reserves all ownership, proprietary rights, confidential and/or trade secret rights, and al! protections and benefits afforded under law. The granting of this license does not affect and does not transfer any title in nr to anv Pirtnmatrv Imanaru to tha I irancac~ - -- - - -- -~- ~ ~ ~----.._.., ...--o-~, -- -.._ _.__....,.,.. Section 3 PROTECTION OF PROPRIETARY INFORMATION 3.1 Licensee agrees to only use the Pictometry Imagery in the ordinary course of its business and all such use shall bear the provided notices of copyright by Pictometry. Licensee shall protect the Pictometry Imagery from unauthorized access, use, duplication, dissemination, or disclosure. Licensee agrees to immediately notify the County of any unauthorized access to the Pictometry Imagery. Under no circumstances may the Licensee disclose or disseminate any Pictometry software to any other public or private entity. 3.2 Licensee expressly agrees not to add or attach any trademarks, trade names, {ogos or other marks to any Pictometry Imagery. Section 4 TERM AND TERMINATION 4.1 This License shall commence on the day and year first written above and continue in effect until termination is hereinafter provided. 4.1 This agreement shall terminate upon termination and/or expiration of the County's agreement with Pictometry. 4.3 Either party may terminate this agreement upon ninety calendar days written notice to the other. 4.4 Within five days after expiration or termination of this agreement, the Licensee shall return the Pictometry Imagery and all copies thereof to the County, or by the request of the County, the Licensee shall destroy all of the same and all copies thereof and certify in writing to the County that the same has been destroyed. Section 5 OTHER TERMS AND CONDITIONS 5.1 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. 5.2 No Waiver. No delay or omission 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. All 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. 5.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 5.4 Entire Agreement. This License 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. 5.5 No Assignment. The Licensee shall not assign or transfer this Agreement, either in whole or in part, without the prior written consent of the County, and any attempt to do so shall be void and of no force and effect. 5.6 THE LICENSEE AGREES THAT THE COUNTY IS FURNISHING THE PICTOMETRY IMAGERY ON AN "AS IS" BASlS, WITHOUT ANY SUPPORT WHATSOEVER, AND WITHOUT REPRESENTATION OR ANY EXPRESS OR IMPLIED WARRANTIES, -2- INCLUDING BUT NOT IN ANY MANNER LIMITED TO, FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY OR THE ACCURACY AND COMPLETENESS OF THE PICTOMETRY IMAGERY. THE COUNTY'S SOLE LIABILITY AND THE LICENSEE'S EXCLUSIVE REMEDY FOR ANY SUBSTANTIAL DEFECT WHICH IMPAIRS THE USE OF THE PICTOMETRY IMAGERY FOR THE PURPOSE STATED HEREIN SHALL BE THE RIGHT TO TERMINATE THIS AGREEMENT. THE COUNTY DOES NOT WARRANT'THAT THE PICTOMETRY IMAGERY ARE ERROR FREE. THE PICTOMETRY IMAGERY WERE DEVELOPED AND/OR LICENSED FOR THE COUNTY'S OWN INTERNAL BUSINESS PURPOSES AND THE COUNTY DOES NOT REPRESENT THAT THE PICTOMETRY IMAGERY CAN BE USED FOR NAVIGATIONAL, TRACKING OR ANY OTHER PURPOSE REQUIRING EXACTING MEASUREMENT OF DISTANCE OR DIRECTION OR PRECISION IN THE DEPICTION OF GEOGRAPHIC FEATURES. THE COUNTY DISCLAIMS ANY OTHER RRANTIES, EXPRESS OR IMPLIED, RESPECTING THIS LICENSE AGREEMENT OR THE PICTOMETRY IMAGERY. 5.7 Damages. The County and the Licensee agree each will be responsible for their own acts and omissions under this Agreement and the results thereof to the extent authorized bylaw and shall not be responsible for the acts or omissions of the other party under the Agreement and the results thereof. 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 Agreement by the County. The parties' respective liabilities shall be governed by the provisions of the Municipal Tort Claims Act, Minnesota Statutes Chapter 466, and other applicable law. This paragraph shall not be construed to bar legal remedies one party may have for the other party's failure to fulfill its obligations under this Agreement. 5.8 Compliance. The parties shall comply with all applicable federal, state and local statutes, regulations, rules and ordinances in force or hereafter enacted. 5.9 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 Licensee: To County: Anoka County Administrator's Office c/o David Minke 2100 Third Avenue Anoka, MN 55303 Copy to: Anoka County Attorney's Office 2100 Third Avenue Anoka, MN 55303 -3- 5.1fl Whereas Clauses. The matters set forth in the "Whereas" clauses on page one of this Agreement are incorporated Trite and made a part hereof by this reference, 5. i 1 Survival of Provislor~s. It is expressly understood and agreed that the obligations and warranties which by their sense and con#ext are intended to survive the performance thereof, including but not Limited to obligations respecting proprietary rights and confidentiality, shall so survive the completion of performance. and/or termination or cancellation. of this Agreement. 5.12 Authority. The person or persons executing this License Agreement on behalf of Licensee represent that they are duly authorized to execute this License Agreement on behaif of Licensee and represent and warrant that this Liaense Agreement is a legal, valid and binding obligation .and is enforceable in accordance. with ifis terms. 1N WITNESS WHEREOF, the parties hereto have hereunto set their hands on the dates so indicated. Dated: ~~la-~~~a .~_ ATTEST ay: Its: Dated: APPROVED AS TO FORM gy: Dan K t~°-`_ ="`~ ~.' _' Assisfiant County Attorney By: (ts: Dated: Dated: ..fit'. -~ .,~~', ' ~~ I:1CIV1DK1GON7FtAGT12008111c for Use of Digital Ortho and Oblique Aerial Photographs-Ia.doc -4- Exhibit A - To License Agreement Between Anoka County and City of Columbia Heights, ~ MN Images: The term Pictometry Imagery, as used in this Agreement, shall mean the digital orthographic and oblique aerial photograph(s) and information system associated with Pictometry software and the following: 1) those selected images, as mutually defined by the parties, associated with the aerial photography performed in 2008 ("2008 Pictometry Images"); and 2) Licensee understands and agrees that the granting of this License shall in no way be construed as the granting or continuation of this License to view digital orthographic and oblique photographs for later flyovers. Cost: A. Licensee understands that the County will be providing the 2008 Pictometry Images at no cost to Licensee. Licensee acknowledges that they may be charged for the cost of aerial photography performed in future years. B. The County will deliver Pictometry images via an external digital storage device provided by the County. Prior to the delivery of the storage device, the Licensee shall reimburse the County for the cost of downloading the information into the storage device and the storage device. Licensee further acknowledges and understands that to have full access to the Pictometry Images the Licensee will need access to the County GIS database, which the Licensee shall procure under separate license from the County. -5-