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HomeMy WebLinkAboutInternet Access Agreement with Canyon CountyINTERNET ACCESS AGREEMENT THIS AGREEMENT is entered into this �e day of MG , 201R by and between Canyon County (hereinafter "County"), a political subdivision of the State of Idaho and The City of Meridian, an Idaho Municipal Corporation, (hereinafter "Agency"). WHEREAS, County is a political subdivision of the State of Idaho required by law to keep certain records of spatial data within the jurisdiction of Canyon County; and WHEREAS, Agency is in the business of municipal government; and WHEREAS, Agency regularly utilizes the records of Canyon County in the course of such business; and WHEREAS, County desires to provide, and Agency desires to obtain, the most efficient system for accessing County spatial data for entities that fiequently require such access. NOW THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows: County shall provide to Agency internet access to its' spatial data. 2. This Agreement is a separate Agreement from any and all other internet access or other image agreements that Agency may have with County. Nothing in those agreements shall be applicable to this Agreement, nor shall anything in this Agreement be applicable to those agreements, if any. The amounts due pursuant to this Agreement are in addition to any amounts that may be due under any other agreements. County shall provide to Agency a password allowing internet access to the aforementioned records. Agency agrees that it will keep said password confidential and will not divulge it to any person or entity outside of employees of Agency. Agency further agrees that it will not allow any person or entity to access County records through the internet unless that person is an employee of Agency. 4. County reserves the right to change the password of Agency at any time and Agency agrees to immediately notify County if its password becomes known (or otherwise compromised) to any person or entity outside of those permitted knowledge of said password. Agency may give copies of spatial data obtained from the County through the internet (hereinafter "Data") to its customers, to the extent that the data is related to a specific request by a customer regarding a particular property. Agency agrees not to disclose nor convey Data to any individual or entity, other than the Agency's employees, for any other purpose. Specifically, Agency agrees that it shall not sell or convey bulk Data to any individual or entity. Agency shall not sell or convey Data in a manner that will assist or I= permit individuals or entities to obtain Data for the purpose of building a database or partial database without said individuals or entities obtaining these images directly from the County. Further, Agency agrees not to sell or convey Data in any manner that would result in avoidance of payment of fees to the County for obtaining copies of records or that would in any way or manner circumvent the payment of such fees to County by any individual or entity. 6. Agency agrees that all provisions of this Agreement as it pertains to Agency are material and that violation of any of the terms and conditions of this Agreement will result in the immediate termination of internet access to County records. 7. Agency understands that this internet access service is being provided by County as a service and that County may at any time, with or without cause, terminate this Agreement and terminate and withhold internet access to County records upon the County giving seven days written notice of its intent to do so. However, nothing in this Agreement shall prohibit County from immediately terminating this Agreement and withholding internet access, with or without cause and with or without notice, if waiting seven days to provide the aforementioned notice could cause the County to be subjected to liability or could increase its liability or damages. Agency may terminate this Agreement by providing 30 days written notice to County. Nothing in this Agreement shall be construed to require County to provide continuous and regular access to County records through the internet. Agency understands that service may be interrupted at any time, for any reason, and for any length of time. Agency understands that this service is being provided as a convenience for Agency. 9. Agency agrees to indemnify, defend and hold forever harmless County from any and all liability, claims, damage or injury of any hind resulting in any way from this Agreement and/or the records and/or information obtained thereby. This duty to defend, indemnify and hold harmless is subject to the limitations of Idaho law, including Article VIII Section 4 of the Idaho Constitution and Idaho Code Title 6 Chapter 9 (the Idaho Tort Claims Act), and any other limitations set forth in this Agreement. Agency will not utilize County records in an illegal manner nor in a way that will result in an invasion of the privacy rights of any individual or entity, and will not sell records to be used for such purposes. 10. It is County's intent to update its spatial data within thirty (30) days of documents being recorded. However, County makes no representations regarding the accuracy or completeness of its data, nor the records or information contained therein. 11. In the event that any of the terms of this Agreement are, or become, illegal or unenforceable, such terms shall be null and void and shall be deemed deleted from this Agreement and all the remaining terms of this Agreement shall remain in full force and effect. 12. This Agreement constitutes the entire Agreement between the parties hereto concerning the matters covered herein and supercedes all prior agreements and/or understandings between the parties, whether written or oral, concerning the matters addressed herein. There are no understandings, agreements, representations or warrants, expressed or implied, that are not specified in writing and signed by the parties hereto. 13. This Agreement shall be construed and interpreted in accordance with the laws of the State of Idaho. 14. Agency shall not assign this Agreement or any portion thereof and shall not delegate any of Agency's responsibilities under this Agreement to any person or entity. 15. The waiver by either party of a default or breach or the failure by either party to claim a default or breach of any provision of this Agreement by the other party shall not be held to be a waiver of any subsequent default or breach of the same provision or of any other provision of this Agreement. 16. This Agreement cannot be amended or supplemented except by another Agreement in writing executed by the parties hereto. IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers this 1 day of 6° 2011. is o er Leslie Van Beek Commissioner Tom Dale 9 Cyt Commissioner Pam White BOARD OF COUNTY CONMSSIONERS CANYON COUNTY, IDAHO Yes No Did Not Vote =I, ATTEST: CHRIS YAMAMOTO, CLERK By: �,�IA) a& Deputy Clerk DATED this day of , 20f) City of Meridian STATE OF _-[LL_) ): ss. COUNTY OF NA) Toebcrkn, COunCi l On this day of MM'Ch , 201g, before me, a notary public in and for said state, personally appeared D Bar, known or identified to me to be the Authorized Agent and Representative ofC (y- Mit&(Irl (Agency) the Organization that executed the above instrument and acknowledged to me that such Organization executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. CHARLENE WAY Notary Public, tate of (SE MISSION #07390 Residing at: NOTARY Pue�� Commission expires: _ag_ aoa a MY COMMISSION EXPIR S 3RM INTERNET ACCESS AGREEMENT Page 4 of 4