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Memorandum of Agreement with Ada County for Shared Countywide Address Data«t~ i ;; ~, AGREEMENT N0. MEMORANDUM OF AGREEMENT for SHARED USE OF COUNTYWIDE ADDRESS DATA This MEMORANDUM OF AGREEM,I N for SHARED USE OF COUNTYWIDE TA "A reement" is made thisl ~ . ay of September , 2012 ("Effective ADDRESS DA ( g ) ~~ , Date" b and between the following government agencies (Parties ). Ada County, a duly )~ y formed and existin county pursuant to the laws and Constitution of the State of Idaho, whose g address is 1.90 East Front Street, Suite 107, Boise, Idaho; City of Boise, a municipal corporation r anized under the laws of the State of Idaho, whose address is 150 N. Capitol Blvd., Boise, og Idaho and Ci of Meridian, a municipal corporation organized under the laws of the State of ~' Idaho, whose address is 33 E. Broadway Avenue, Meridian, Idaho. WHEREAS, the Parties have access to a compiled Geographic Information Systems "GIS" la er of address oints-throughout Ada County, Idaho ("Addressing Dataset"); ( )y p WHEREAS, the Addressing Dataset contains information potentially useful to the res ective Parties for public safety and emergency response purposes, addressing, local and p re Tonal anal ses and planning efforts, and other public service and governmental functions, and g y to further these objectives and achieve economy of public resources, it is the Parties' desire to rovide one another mutual access to the Addressing Dataset; p WHEREAS, the Parties recognize that the Addressing Dataset is a public record as that term is defined in Idaho Code Section 9-337(13), and thus disclosure of such record to the public is enerally required by the Idaho Public Records Act, subject to exceptions to disclosure g enumerated therein and the requestor's payment of fees statutorily adopted by the respective overnin bodies of Parties pursuant to Idaho Code Section 31-875 and/or Idaho Code Section g g 50-345; WHEREAS, the "Guidelines for Providing Appropriate Access to Geospatial Data in Res onse to Security Concerns," issued by the Federal Geographic Data Committee, state that in P balancing the disclosure of particular GIS data or safeguarding such information as a threat to ublic safety or security, the agency holding such data should conduct a "user needs p assessment," including 1) whether the data could be useful for planning an attack on a specific otential tar et, 2 whether the information is unique to the data requested, and 3) whether risks p g ) to safety or security outweigh societal benefits of disclosure; WHEREAS, the Parties have made this assessment as to the Addressing Dataset, and find that public disclosure of most components of the Addressing Dataset is generally appropriate, subject to the constraints of state and federal law in specific circumstances; WHEREAS, each of the Parties, respectively, find and agree that some American Planning Association (APA} Codes, as presented in the Addressing Dataset, are exempt from public disclosure pursuant to state and federal law; and MOA: COUNTYWIDE GIS DATASET PAGE l OF 6 N:IASSESSORIGIS ADDRESSING DATA MOU 2012-2013 (2).DOC WHEREAS, the Parties are authorized by Idaho Code Section 67-2328 to enter into agreements for joint or cooperative action; NOW, THEREFORE, subject to the limitations of this Agreement to meet the objectives described above, the Parties hereby agree as follows: I. DISCLAIMER TO ACCOMPANY DISCLOSURE OF ADDRESSING DATASET. Whenever any Party hereto provides or discloses the Addressing Dataset, or any component, subset, iteration, or synthesis thereof, to any entity, the disclosing Party shall attach to the disclosed data the following language ("Disclaimer"): This record is provided on an "AS IS" basis, and subject to the following conditions. No representations or warranties are conveyed with this record regarding its suitability, reliability, timeliness, accuracy, or fitness for a particular purpose. There is no warranty of merchantability. Any user of this record accepts all risks of its use, whether such risks are known or unknown, and such user is solely responsible for complying with any and all legal requirements and prohibitions, including, but not limited to, Idaho Code Section 9-348, prohibiting the use of this record for marketing or as a mailing or telephone list. Updates and/or changes to the data used to compile this record may occur at any time. Please do not re-distribute this record. Further requests for this record should be forwarded to the agency from which it originated. Ada County, the City of Boise, and/or the City of Meridian are not liable for any damage or loss caused by use of the Addressing Dataset, or any component, subset, iteration, or synthesis thereof. II. DISCLOSURE OF ADDRESSING DATASET. A. Disclosure to each other. Pursuant to the conditions set forth in this Agreement, the Parties to this Agreement agree to disclose or provide to any and all other Parties all components and compilations of the Addressing Dataset that are accessible, created, or complied by the other Party or Parties. 1. No Fee. No Party shall charge a fee to the other(s) for such disclosure. 2. Disclaimer Incorporated. All Parties hereby assert and incorporate the terms of the Disclaimer as to the disclosure of the Addressing Dataset to the other Parties, and all Parties hereby accept the terms of the Disclaimer as to the receipt of the Addressing Dataset from the other Parties. Thus, the Disclaimer need not accompany such disclosures from one Party to another. 3. Format. The Parties shall use a format acceptable to all Parties when disclosing the Addressing Dataset, or any component, subset, iteration, or synthesis thereof. MOA: COUNTYWIDE GIS DATASET PAGE 2 OF 6 N;~ASSESSOR~GIS ADDRESSING DATA MOU 2012-2013 (2).DOC B. Disclosure to other overnment entities. The Parties agree that, subject to the g .. rovisions of this A reement, all applicable provisions of Idaho law, and the inclusion of p g the Disclaimer, the Addressing Dataset and all components thereof may be provided or disclosed u on re uest of a local, state, or federal government agency or taxing district. p q Because this information is disclosed for the purpose of public safety and the furtherance of the conduct or administration of the public's business, no Party shall charge a fee for disclosure of the Addressing Dataset to the government entities. C. Disclosure to s ecified and listed entities. The Parties agree that, subject to the p .. f rovisions of this Agreement, all applicable provisions of Idaho law, and the inclusion o p the Disclaimer, the Addressing Dataset and all components thereof may be provided, or disclosed upon request, to the entities listed in this section. Because this information is disclosed for the purpose of public safety and the furtherance of the conduct or administration of the public's business, no Party shall charge a fee for disclosure of the Addressing Dataset to the following entities: 1. Any designated agents of any Party hereto, acting on behalf of such Party; 2. Community Planning Association of Southwest Idaho ("COMPASS"); and 3. Utilities, whether privately or publicly owned, in accordance with Idaho Code Section 9-348(7). D. Disclosure to public. The Parties agree that, subject to the provisions of Idaho law, the Addressing Dataset and components, subsets, iterations, or syntheses thereof, may be provided to any member of the public pursuant to a written public records request and upon the requestor's payment of all duly adopted and applicable fees. Specifically, without limitation, except with notice to and written consent of all Parties, wherever possible, the Parties shall neither disclose to the public nor allow a third party to disclose to the public, the Addressing Dataset or any component, subset, iteration, or synthesis thereof, where such record or information is exempt from disclosure under: 1. Idaho Code Sections 9-348(1)(a) and (b), which states that no Party may disclose a list of persons for use as a mailing list or a telephone number list, and no non- governmental entity may use a list of persons as a mailing list or a telephone number list; 2. Idaho Code Section 9-340B(4)(b), which exempts from disclosure records of buildings, facilities, infrastructure, and systems when the disclosure of such information would jeopardize the safety of the public or any person; or 3. Idaho Code Section 9-340A(1), which exempts from disclosure under state law those records that are exempt from disclosure under federal law, including, without limitation, Homeland Security Presidential Directive 7: Critical Infrastructure Identification, Prioritization, and Protection. MOA: COUNTYWIDE GIS DATASET PAGE 3 OF 6 N:IASSESSORIGIS ADDRESSING DATA MOU 2012-2013 (2~.DOC III. TERM. This Agreement shall commence on the Effective Date, and shall expire one (1) year from the Effective Date. This Agreement shall automatically be renewed yearly thereafter unless earlier terminated by any Party as provided herein. IV. TERMINATION. Any Party may terminate this Agreement for convenience or for cause upon thirty (30) days written notice, or immediately upon notice in the case of a breach of any restriction set forth in this Agreement. Upon termination, any Party that has received the Addressing Dataset or any component or compilation thereof shall become the custodian of that record in its current iteration as of termination date. V. LIMITATION OF LIABILITY. Each Party shall hold all others harmless, with respect to any subject matter of this Agreement or under contract, negligence, strict liability, or any other legal or equitable theory for: A. Any special, punitive, incidental or consequential damages (including, without limitation, for any lost profits, cost of procurement of substitute goods, technology, services, or rights); B. Interruption of use, loss, or corruption of data; or C. Any matter beyond its reasonable control. This provision shall survive termination of this Agreement. VI. GENERAL PROVISIONS. A. Governing law. This Agreement shall be governed in all respects by the substantive laws of the State of Idaho and of the United States of America. Venue for any action brought pursuant to this Agreement to be in the Fourth Judicial District, State of Idaho. B. Notices. All notices, statements, and reports required or permitted by this Agreement shall be in writing and deemed to have been effectively given and received three {3) business days after the date of mailing by registered or certified U.S. mail, postage prepaid, with return receipt requested. Notices shall be addressed as follows: 1. Ada County: Ada County Assessor Attn: Iaand Records Supervisor 1.90 East Front Street, Suite 107 Boise, Idaho 83702 2. City of Boise: City of Boise Attn: GIS Manager 150 N. Capitol Blvd. Boise, Idaho 83702 MQA: COUNTYWIDE GIS DATASET PAGE 4 OF 6 N:~ASSESSOR~GIS ADDRESSING DATA MOU 2012-2013 (2).DOc 3. City of Meridian: City of Meridian Attn: Community Development Director 33 E. Broadway Avenue Meridian, Idaho 83642 C. No assignment. No Party shall assign or otherwise transfer any of its rights, obligations, or licenses hereunder. D. No third party beneficiaries. Nothing contained herein shall create any relationship, contractual or otherwise, with, or any rights in favor of, any third party. E. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, which shall continue in full force and effect. F. No waiver. The failure of any Party to insist, in any one or more instances, upon the performance of any of the terms, covenants, or conditions of this Agreement or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of the future performance of any rights, and the obligations of the party with respect to such future performance shall continue in full force and effect. G. Entire agreement. This Agreement constitutes the complete, final and exclusive statement of the terms of the agreement between the Parties and supersedes all prior agreements, understandings, negotiations, and discussions of the parties, whether written or verbal. H. No modification. No modification or rescission of this Agreement shall be binding unless the governing boards of all the parties duly execute such modification or rescission in writing. I. Authority. Each party represents that all corporate action necessary for the authorization, acceptance, and delivery of this Agreement by such party and the performance of its obligations hereunder has been taken. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers or representatives on the date first written above. MOA: COUNTYWIDE GIS DATASET PAGE 5 OF 6 N:IASSESSOR~GIS ADDRESSING DATA MOU 2012-2013 (2),DOc w + ~ ~~ ~ Board of Ada County Commissioners By: Rick ~i~ S on M. Ullman, Commissioner ,F~ B ~ ~ ~ ~. y~ D L. Case, Commissioner By: ATTEST: Christoph D. Rich, Ada County Clerk ATTEST: 18 12 De bie Broughton, City Clerk x officio ATTEST: aycee~lman, City .Clerk City of Boise By; 9/18/12 David Bieter, Mayor ~p~~,~~D a U~LsT ~°~ of Meridian ~~ City of E IDIAN~- IDAH . ~. ~~ SQL titi ammy d ~rDr TRFAS~ MOA: COUNTYWIDE GIS DATASET N:~ASSESSOR~GIS ADDRESSING DATA MOU ZO 1 Z-ZO13 (Z~.DOC rd, Mayor PAGE 6 OF 6