§ 14-295. Data license agreement.

When the sale of digital format data is approved by the City Manager of the City of Kirksville, a data license agreement form shall be necessary to protect the interests and proprietary information that is sold. This agreement is as follows:

GEOGRAPHIC INFORMATION SYSTEMS (GIS)
DATA LICENSE AGREEMENT

FOR ENTITIES REQUESTING ACCESS TO GIS AND RELATED DATA
CREATED AND MANAGED BY THE CITY OF KIRKSVILLE, MISSOURI

This Agreement is made and entered into this ____________ day of ____________ / ____________ / ____________ , 20 ____________ , by and between the City of Kirksville, Missouri ("City"), and ____________ [Name of Party Receiving Information] , (Licensee"). In consideration of the mutual promises and covenants contained in this Agreement, the City and Licensee expressly agree that:

1.

Authority. This Agreement is made pursuant to the authority granted the City by Section 67.1850, RSMo. It is implemented pursuant to the direction of the Code of Ordinances of the City of Kirksville.

2.

Grant of License. The City grants to Licensee and Licensee hereby accepts, upon the express terns and conditions contained in this Agreement, a non-exclusive License to use the information described herein in the form produced and maintained by the Geographic Information System produced and maintained by the City.

3.

Licensed Materials. The materials licensed for use by Licensee under this Agreement are the forms which can be read or manipulated by computer of the geographical and physical characteristic information collected and assimilated in the records of the City ("Licensed Materials").

4.

Use. Subject to the terms, conditions and prohibitions of this Agreement, Licensee shall be entitled to use the information contained in the licensed materials solely for its business.

5.

Transfer. The License is expressly non-transferable and Licensee shall not transfer any interest, entitlement or obligation under this Agreement to any other person or entity. The Licensed Materials may not be distributed or disclosed to any other party for that party's use without the written permission of the City.

6.

Data. The data and information contained in the Licensed Materials shall be those files and systems as recorded and existing as of the time Licensee requests the information. The City is under no obligation to provide maintenance of the Licensed Materials, and will not be responsible for providing maintenance or for informing Licensee that maintenance has been performed on the GIS, or that the information provided has been updated or in any fashion changed.

7.

Title. The custody and title and all other rights and interests in the Licensed Materials are and shall at all times remain with the City of Kirksville and with the offices or officials of the City of Kirksville having official custody of the Licensed Materials.

8.

Not Public Records. The database in the form of the Licensed Materials is proprietary, intellectual property of the City of Kirksville (City) and shall not be considered or deemed as open, public records, except as provided in Section 67.1850 RSMo. Licensee shall, and hereby expressly agrees, that it will recognize the property interests of the City and the City agrees that it is not, pursuant to this License Agreement, a custodian of any open, public records, except as may exist pursuant to Section 67.1850 RSMo.

9.

Costs. Licensee shall pay to the City fees for access to and use of the Licensed Materials in accordance with the Schedule of Fees specified in the Code of Ordinances.

10.

Release and Indemnification. Licensee expressly releases and agrees to hold the City harmless from any and all claims or damages arising out of the use of the data or information, the accuracy of the data or information, or any reliance on the data or information. Licensee expressly agrees that it does assume all risk for use and reliance on the data and information. Licensee shall indemnify and hold harmless the City from and against all costs, liability, expenses, claims or other charges, including reasonable attorney fees, arising out of or in connection with Licensee's use of the licensed material.

11.

Disclaimer of Accuracy and Warranties. Licensee shall and hereby does knowingly accept the data and information "as-is", and the City expressly disclaims any representation or warranty to the completeness or accuracy of the data or information. Further, the City expressly disclaims any representation or warranty as to the suitability of the data or information for any use intended by Licensee. Licensee recognizes that the City shall not be liable for any damages that may arise from any error that may exist in the information or the geographical information system.

12.

Waiver. The waiver of any breach of any provision on this License Agreement shall not constitute a waiver of any subsequent breach of the same or other provisions.

13.

Modifications. Any modification of this Agreement shall be in writing executed by each party.

14.

Entire Agreement. This Agreement contained the entire understanding between the parties and supersedes all prior agreements or understandings between the parties.

15.

Law. This Agreement is made in and shall be governed by the laws of the State of Missouri and the City of Kirksville, Missouri.

This Agreement is made as of the date first above written by:

____________ [Name of Party Receiving Information] ____________

_____ Title

_____ Company or Entity

 

CITY OF KIRKSVILLE, MISSOURI

APPROVED:

_____ Kirksville City Manager

_____ Date

 

(Ord. No. 11815, § 5, 11-20-2007; Ord. No. 11951, § 2, 2-7-2011)