CR 97-133 License Agreement Digitized DataJune 27, 1997
Proposed Action
Overview
Supporting Documents
• License agreement
• Resolution 97 -53
ames Gessele
Engineering Supervisor
1 Y
O P K
LICENSE AGREEMENT
HENNEPIN COUNTY DIGITIZED DATA
Council Report 97 -133
Staff recommends adoption of the following motion: Move that Council adopt Resolution 97 -53,
authorizing the City to enter an agreement with Hennepin County for use of the County's
geographical digitized data.
Staff anticipated usage of a Geographic Information System (GIS) at some future date. Such a
system would involve the retrieval and storage of City records on a digitized database through a
networked computer arrangement. The City is moving slowly in that direction and finds itself
currently in need of a PAE file (Property ASCII Extract) from the Hennepin County Taxpayer
Services Division. The County requires that City to enter into a license agreement for the use of
its proprietary information. The agreement provides the County copyright protection and ensures
that the City does not inappropriately use or sell the data.
1997
HENNEPIN COUNTY
Electronic Proprietary Database (EPDB)
License Agreement
"LICENSEE" means you personally, if you, as an individual, license EPDB on your own
behalf, or it means the partnership, corporation, association or other organization if licensed on
the behalf of an organization. LICENSEE does not include subsidiary or associated
organizations. This agreement creates a nonexclusive, nontransferable, nonassignable,
limited use license for LICENSEE to use portions of the EPDB, LICENSEE has paid to license.
LICENSEE obtains no ownership rights from County hereunder. LICENSEE acknowledges
that the EPDB is owned exclusively by County; is a creative selection, coordination,
arrangement and method of arrangement of subject to copyright protection; is self -
developed computer software under MS § 375.86 and is an entire or substantial and discrete
portion of a pattern, compilation, method, technique, process, data base or system developed
with significant expenditure of funds by County under MS § 13.03.
It is understood that all rights, title and interest in all materials conceived or originated in
conjunction with the EPDB are the property of the COUNTY, including, but not limited to, any
and all indexes.
LICENSEE may not otherwise reproduce or duplicate the EPDB design. arrangement
or method of arrangement in its electronic form for use, sale or licensing. LICENSEE may,
however, make one copy of the EPDB for backup purposes only. LICENSEE shall at no time
market or sell the EPDB, EPDB copies or portions thereof. LICENSEE agrees to secure any
portions of EPDB received by LICENSEE, and any backup copy, to prevent unauthorized
access thereto and /or use thereof by anyone other than LICENSEE. Any use of the EPDB by
LICENSEE shall bear a notice of copyright by Hennepin County. In addition, any conversion of
EPDB as delivered by County, to utilize a different data operating system or different hardware
shall be undertaken at LICENSEE's own risk and expense. LICENSEE acknowledges that
such conversion does not reduce County's ownership or copyright interests in the EPDB.
Any portions of EPDB received by LICENSEE are received on an "AS IS" basis
WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES
OF MERCHANTABILITY AND /OR FITNESS FOR A PARTICULAR PURPOSE, or guarantee of
accuracy and completeness of the portions of the EPDB LICENSEE receives.
LICENSEE agrees to pay a system development fee and compilation cost for the EPDB
at the time of receipt, according to the rate then in effect. Any updates of EPDB LICENSEE
later desires will be charged at the rate in effect at the time LICENSEE receives the update.
The County's sole liability and LICENSEE's exclusive remedy for any defect in the
EPDB which substantially impairs LICENSEE's use of the EPDB for the purposes stated herein
shall be a refund of the license fee for the defective portion of the EPDB. In no event shall
County be liable for any other direct, special, incidental or consequential damages to
LICENSEE or third parties. Said damages include loss of profit, loss of business or any other
Toss or damage. LICENSEE agrees to defend, indemnify and hold County, its officers, agents
and employees harmless from (1) all liabilities 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 by LICENSEE, LICENSEE's agents, employees,
officers or contractors in the performance of this agreement, and (3) all loss by reason of the
failure of LICENSEE to perform this agreement.
Nothing herein shall be deemed to create any agency, joint venture, partnership or
other form of business association between the County and LICENSEE.
LICENSEE shall provide the County, the State Auditor or any of their duly authorized
representatives, with access to and the right to examine documents, derivative formats, EPDB
copies, or portions thereof in any format either electronic or document format, products or
electronic systems which contain substantial or discrete portions of the EPDB.
This license, and LICENSEE's rights to use EPDB, will terminate immediately and
automatically upon any breach by LICENSEE of any of the above terms and conditions. In the
event of termination, LICENSEE shall immediately return all EPDB and related materials
received from the County and any backup copies. In the event that the Court terminates this
Agreement, LICENSEE shall also delete all EPDB data contained within its system.
LICENSEE acknowledges and agrees that disclosure of or use of any confidential or
EPDB contained herein could cause irreparable harm and significant injury to County, which
may be difficult to measure with certainty or to compensate through damages. Accordingly,
the LICENSEE agrees that the County may seek and obtain against the LICENSEE and/or
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.
It is agreed and understood by LICENSEE that this LICENSE shall be applicable to all
1997 EPDB and related materials received from the County.
THIS PORTION OF PAGE INTENTIONALLY LEFT BLANK.
COUNTY ADMINISTRATOR APPROVAL
LICENSEE, having signed this contract, and the County having duly approved this
contract on the day of , 19 , and pursuant to such approval, the proper
County officials having signed this contract, the parties hereto agree to be bound by the provisions
herein set forth.
Approved as to form COUNTY OF HENNEPIN
and execution. STATE OF MINNESOTA
Assistant County Attorney
Date:
By:
Title
CORPORATE ACKNOWLEDGEMENT
STATE OF )
) ss.
COUNTY OF
On this day of , 19 , before me appeared
to me personally known, who did say that he /she is the
of the corporation described
in and who executed the foregoing instrument; and that said instrument was executed on behalf of
said corporation by authority of its Board of Directors or other Governing Body; and he /she
acknowledged said instrument to be the free act and deed of said corporation.
E:10ivision\Civil1HOUG HIEPDB- License- Agreement.doc
By:
Assistant /County Administrator
LICENSEE;
Name:
Notary Public
My Commission Expires
CITY OF HOPKINS
HENNEPIN COUNTY, MINNESOTA
RESOLUTION NO. 97-53
AN AGREEMENT BETWEEN THE CITY OF HOPKINS AND
HENNEPIN COUNTY AND ITS DEPARTMENT OF GENERAL SERVICES FOR
ELECTRONIC DIGITIZED DATA
WHEREAS, the City of Hopkins wishes to create a Geographic Information
System database, and
WHEREAS, a Property ASCII Extract (PAE) file is needed to establish such a
database, and
WHEREAS, the Hennepin County Department of General Services, Taxpayer
Services Division, has the necessary electronic geographical digitized database for a
PAE file, and
WHEREAS, Hennepin County has a proprietary interest in the electronic
geographical digitized database, and
WHEREAS, Hennepin County requires a license agreement with the City of
Hopkins regarding the County's proprietary interest.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Hopkins, Minnesota:
1. The City of Hopkins and Hennepin County shall enter into an Electronic
Proprietary Database (EPDB) license agreement.
2. The City manager is authorized to execute the EPDB license agreement on
behalf of the City of Hopkins.
Adopted by the City Council of the City of Hopkins this 1st day of July, 1997.
Attest:
Terry Obermaier, City Clerk
Bv.
Charles D. Redepenning, Mayor