HomeMy WebLinkAboutContract CAG-1 9-053
PARKSERVE®DATA LICENSE AGREEMENT
RENTON, WA
This DATA LICENSE AGREEMENT ("Agreement") sd i is made thi day ay of
,tA r , 2019, by and between THE TRUST FOR PUBLIC LAND, a nonprofit
California public benefit corporation ("TPL") and THE CITY OF RENTON ("Licensee"), a
political subdivision of the State of Washington, for the use of certain database information and
related documentation, under the following terms and conditions.
RECITALS
A. TPL has been engaged in a project called The Trust for Public Land ParkServe®.
Based upon data/information gathered from 13,913 cities, towns, and communities in the United
States, TPL has assessed the 10-minute walk service areas for parks, playgrounds and natural
areas offering public recreational opportunities.
B. TPL owns and/or has rights to use and to license to others certain database
information, including the ParkServe® data, which Licensee desires to use, subject to the
limitations set forth herein.
C. Licensee desires to license from TPL use of a portion of the ParkServe® data
relating to Licensee, including specifically the following data layers, to wit: Parks with 10-
minute walk statistics, 10-minute walk Park Service Areas, and Park Need Result (collectively
the "Licensed ParkServe® Data").
D. TPL anticipates generating updated Licensed ParkServe® Data on an annual
basis (the "Updated Licensed ParkServe® Data"), which the parties may negotiate to be added
to this Agreement by Updated Addendum, the terms of which shall be negotiated by the parties
on an annual basis.
E. Once any Updated Licensed ParkServe® Data is added to this Agreement by an
Updated Addendum, collectively the Licensed ParkServe® Data and the Updated Licensed
ParkServe® Data shall be referred to as the Licensed ParkServe® Data from the effective date
of any such Updated Addendum.
F. To the extent that the ParkServe® Project incorporates data or information
provided by Licensee, and as to only that data provided by Licensee, TPL does not seek by this
License to impose any restriction on the Licensee's use of its own data separate and apart from
the ParkServe® Project.
TERMS
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the parties agree to be contractually bound as follows:
1. Incorporation of Recitals. The recitals set forth above are incorporated herein by
reference as if fully set forth.
2. TPL Grant of Rights.
a. TPL Data. TPL hereby grants solely to the Licensee and those contractors to
Licensee approved in advance by TPL, such as MIG, Inc., and no other, and the Licensee
hereby accepts, strictly subject to the terms and conditions set forth in this Agreement,
nonexclusive, nontransferable, and non-assignable license to use the Licensed ParkServe® Data
solely and exclusively for Licensee's internal purposes. Licensee shall share this License and its
terms with any such authorized contractor, limited currently hereby to MIG, Inc., and shall
secure a commitment in writing from any such contractor to comply with the terms of this
License, a copy of which will be delivered to TPL.
3. TPL Deliverable. TPL shall deliver the Licensed ParkServe® Data to the Licensee via
email or FTP in the following format: ArcGIS Layer Packages. The Licensee shall be
responsible for accessing the TPL Data information from the TPL FTP site; provided, however,
that in the event the Licensee cannot access the TPL Data via FTP, the Licensee shall so advise
TPL and TPL shall, using diligent efforts, assist the Licensee in accessing the Licensed
ParkServe® Data. In the event any software license or computer hardware is required by the
Licensee to utilize the Licensed ParkServe® Data, the Licensee shall be solely and exclusively
responsible for obtaining and paying for same.
4. Licensee Use. Licensee is hereby permitted to use the Licensed ParkServe® Data solely
and exclusively for the following purposes:
Licensee's internal purposes and without any authority to distribute said Data to any third party,
except those specifically authorized hereby, or for any use other than strictly for Licensee's
internal use.
Any other use of the Licensed ParkServe®Data is strictly prohibited.
5. Attribution Notices. The Licensee represents, warrants and covenants that in every use
of the Licensed ParkServe® Data, attribution for same will be given in the following format:
"This [Document, Map, Diagram, Report, Etc.] was produced using data provided by The Trust
for Public Land ParkServe®" "This Article/Book/Publication/Map was made possible by the
collaborative efforts of the Licensee and The Trust for Public Land ParkServe®".
6. Ownership. TPL retains any and all ownership of, in and to the Licensed ParkServe®
Data, excluding data printed by third parties.
7. Injunctive Relief. Any use by the Licensee of Licensed ParkServe® Data in violation
of the terms of this Agreement shall entitle TPL to equitable relief to protect its interests therein,
including, but not limited to, preliminary and permanent injunctive relief, and both parties
waive any requirements that a bond be posted in connection therewith. The parties stipulate,
DATA LICENSE AGREEMENT—Page 2
acknowledge and agree that such improper use or violation shall cause irreparable injury
entitling TPL to injunctive relief.
8. DISCLAIMER OF WARRANTY. TPL DISCLAIMS ANY AND ALL
WARRANTIES IN CONNECTION WITH THE LICENSED
PARKSERVE® DATA, INCLUDING SPECIFICALLY BY WAY OF
EXAMPLE AND NOT LIMITATION ANY WARRANTIES OF
ACCURACY OR THAT SAID LICENSED PARKSERVE®DATA IS
ERROR FREE, AND NO OTHER WARRANTY, EXPRESS OR IMPLIED,
SHALL APPLY. TPL SPECIFICALLY DISCLAIMS ANY AND ALL
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE EVEN REGARDLESS OF WHETHER OR
NOT TPL HAS BEEN INFORMED OF SUCH PURPOSE.
9. Remedies. The sole and exclusive remedy of the Licensee in connection with any
breach by TPL of its obligations under the terms of this Agreement is to terminate this
Agreement. Upon termination for any reasons, Licensee, and any authorized contractor, shall
destroy or return to TPL the Licensed ParkServe® Data. IN NO EVENT SHALL TPL BE
RESPONSIBLE TO THE LICENSEE FOR ANY OTHER DAMAGES, INCLUDING
BUT NOT LIMITED TO LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL,
OR CONSEQUENTIAL DAMAGES.
10. Limitation of Liability. The parties acknowledge and agree that TPL has no
knowledge or control over the Licensee's interpretation or use of the Licensed ParkServe®
Data. Therefore, the parties stipulate and agree that TPL shall not be liable to the Licensee for
any interpretation, use, misinterpretation or misuse made of the Licensed ParkServe® Data
information by Licensee. The Licensee knowingly assumes all liabilities which arise from or in
connection with its use of the Licensed ParkServe® Data and hereby waives any claims against
TPL in connection therewith.
11. Term and Termination. The term of this Agreement shall be from the effective date,
which is the date on which it is signed by both parties, be perpetual for purposes of the Licensed
ParkServe® Data initially delivered pursuant to this Agreement, or any updated Licensed
ParkServe® Data subsequently delivered pursuant to an Update Addendum to this Agreement,
unless and until termination of the Agreement as set forth in this subsection below. Any such
Updated Licensed ParkServe® Data shall upon delivery be deemed to be part and parcel of the
Licensed ParkServe® Data once delivered and shall be deemed defined as such. For breach of
the terms of this Agreement, either party may terminate this Agreement on ten (10) working
days advance written notice sent to the other party. Either party may terminate, without cause,
this Agreement on ninety (90) days advance written notice to the other party. Upon
termination, the Licensee shall cease using the Licensed ParkServe® Data and destroy or return
said Licensed ParkServe® Data to TPL. The duties and obligations set forth herein shall survive
any termination of this Agreement.
DATA LICENSE AGREEMENT—Page 3
12. Notices and Correspondence. All notices and correspondence pertaining to this
Agreement shall be in writing delivered to the parties personally,by facsimile transmission, by
commercial express courier service or by first class United States mail, postage prepaid,
addressed to the parties at the addresses set forth below. All notices given personally, or by
commercial express courier service shall be deemed given when delivered. All notices given by
mail shall be deemed delivered when deposited in the mail, first class postage prepaid,
addressed to the party to be notified. All notices transmitted by facsimile shall be deemed
delivered when transmitted. The parties may, by notice as provided above, designate a different
address to which notice shall be given.
If to TPL: The Trust for Public Land
Attn: Breece Robertson, VP, Director of Planning and GIS
607 Cerrillos Road; Suite F-1
Santa Fe, NM 87505
Tel: 505-988-5922
Fax: 505-988-5967
Email: breece.robertson@tpl.org
If to Licensee: CITY OF RENTON, WA
Attn: Erica Schmitz, Capital Project Coordinator
1055 South Grady Way, 6th Floor
Renton,WA 98057
Tel: 425-430-6614
Fax: 425-430-6603
Email: eschmitz@rentonwa.gov
With a copy to: MIG Inc.
Attn: Ryan Mottau
815 SW 2"d Avenue, Suite 200
Portland, OR 97204
Tel: 503-297-1005
Fax: 503-297-3195
Email: ryanm@migcom.com
13. Miscellaneous.
13.1 Entire Agreement, Modification, Waiver. This Agreement constitutes the
entire agreement between the parties pertaining to the subject matter contained in it and
supersedes all prior agreements, representations, and understandings. This Agreement
shall be construed without regard to any presumption or other rule requiring construction
against the party causing this Agreement to be drafted. No supplement, modification,
waiver or amendment of this Agreement shall be binding unless specific and in writing
executed by the party against whom such supplement, modification, waiver or
amendment is sought to be enforced.
DATA LICENSE AGREEMENT—Page 4
13.2 Severability. Each provision of this Agreement is severable from any and all
other provisions of this Agreement. Should any provision(s) of this Agreement be for
any reason unenforceable, the balance shall nonetheless be of full force and effect.
13.3 Headings. The headings used in this Agreement are for convenience of
reference only and shall not operate or be construed to alter or affect the meaning of any
of the provisions hereof.
13.4 Miscellaneous. In the event that any of the deadlines set forth herein end on a
Saturday, Sunday or legal holiday, such deadline shall automatically be extended to the
next business day which is not a Saturday, Sunday or legal holiday. The term "business
days" as may be used herein shall mean all days that are not on a Saturday, Sunday or
legal holiday.
13.5 Dispute Resolution. If a dispute arises between the parties, which they are unable
to resolve between themselves, then the parties agree to submit the matter to non-binding
mediation before a mediator and at a place mutually acceptable to both parties. In the event
their differences cannot be resolved by such mediation, the parties shall be free to pursue
any and claims in court.
13.6 Choice of Law/Venue. The parties stipulate and agree that(a)the laws of the State
of Washington shall apply where applicable, and (b) that venue for any litigation that may
arise between the parties shall be in the State and Federal Courts of the State of Washington.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the date first set
forth above.
THE TRUST FOR PUBLIC LAND CITY OF RENTON,WA
By: By: . ,. , 4Mt
Breece Robertson Name: Kelly I eyme
VP, Chief Research & Innovation Officer Title: Community Services Administrator
Date: y- / - / Date: 2AZ1/9
DATA LICENSE AGREEMENT-Page 5