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City of Seattle, WA
GIS Data Provision Service Agreement

Revised, October 1996

BY AND BETWEEN

THE CITY OF SEATTLE (hereinafter "Seattle"), a municipal corporation organized and existing under the laws of the State of Washington;

AND

CITY OF SHORELINE (hereinafter "Shoreline"), a municipal corporation organized and existing under the laws of the State of Washington;

Address: 17544 Midvale Avenue North
Shoreline, WA 98133-4921
Contact Person: Wain Wischer
Title: Director, Office of Management Services
Phone: (206) 546 - 8812
Fax: (206) 546 - 2200

Background:

The City of Seattle has developed a Geographic Information System ("GIS") based on the City's Central Geographic Data Base (hereinafter "CGDB") and shall provide to Shoreline under this agreement, one copy of that portion of the CGDB, Thematic Data Sets, and Utility Data as itemized in Attachment 3, covering Shoreline corporate limits (hereinafter referred to as the "GIS data set"), subject to the terms and conditions and for the purpose set forth in this Agreement.

1.0 Subject Matter of Grant of Data Set: & Restrictions Thereon

1.1 The GIS data set to be provided to Shoreline under this Agreement consists of one or more tapes or Compact Disks containing CGDB Data, Thematic Data Sets and Utility Data as itemized in Attachment 3, and relevant documentation, current as of the date this Agreement is executed by Seattle, prepared in ARC/INFO file format based on the proprietary software ("ARC/INFO") licensed by Seattle and used in Seattle's GIS. GIS data and documentation includes but is not limited to a digital coverage index, and descriptions of the database file structure, attribute definitions, and primary database keys that link the layers for the geographic quarter-sections in the areas depicted on Attachment 1.

2.0 Shoreline Warranty of Right to Use GIS data set in Arc/Info format & Indentification

2.1 Shoreline represents and warrants that Shoreline has the right to receive, load, and process the GIS data set in "ARC/INFO" format, and further covenants and agrees to indemnify, defend and hold Seattle harmless from any liability incurred by Seattle for any breach of this representation and warranty by Shoreline.

3.0 Seattle's Reservation of Rights in GIS Data set.

3.1 This Agreement does not constitute a sale of any right or interest in any Seattle GIS database. Seattle reserves all rights to the GIS data set described herein that are not expressly granted to Shoreline by this Agreement. Provision of the GIS data set under this agreement does not entitle Shoreline to use of any of the other Seattle databases or data not expressly identified in Attachment 3 of this Agreement.

4.0 Restrictions on Use

4.1 Except as explicitly authorized herein, Shoreline shall not publish, sell, assign any right or interest in or to, lease, license or sublicense use of, or market the availability of the GIS data set, either in whole or any substantial portion thereof (such as ore or more layers thereof, as identified in Attachment 3) to any person or entity. Shoreline shall not use the GIS data set in a manner which would be in direct competition with GIS services provided or offered for sale by The City of Seattle (by, for example, direct resale of GIS data or products by the City of Shoreline to businesses or individuals in Shoreline or elsewhere) except by providing GIS products and services to the residents of the City of Shoreline, Shoreline departments, consultants to Shoreline and other government and public agencies working within the jurisdiction of Shoreline, or on individual or long term projects with Shoreline.

4.2 The GIS data set has been copyrighted by The City of Seattle. Seattle hereby reserves all rights to the GIS data set not expressly granted to Shoreline by this Agreernent. Neither the GIS data set nor any portion hereof may be reproduced in any form or by any means without the express written authorization of The Director of Engineering of The City of Seattle except for internal use by City of Shoreline itself, or as permitted in this Agreement. Shoreline recognizes the copyright claimed by The City of Seattle and will include a copyright notice [c, 1996, by The City of Seattle] on each plot utilizing the City GIS data set or copy of the GIS data set or any portion thereof provided to any third person or entity.

4.3 Shoreline is authorized to make copies of the GIS data set in non-printed, digital form solely to the extent necessary for backup or archival purposes, and for purposes expressly authorized in this Agreernent.

4.4 Whenever Shoreline receives any inquiry about or request for a copy of all or any substantial portion of the GIS data set, including one or more GlS layers as identified on Attachment 3, or one or more geographic quarter-sections within the area shown on Attachment 1, other than (a), a request submitted under Ch. 42.17 RCW (the State Public Disclosure Law), as now or hereafter amended, or (b), made on behalf of Shoreline by one of its departments, or a consultant or agency working under contract with the City of Shoreline, Shoreline shall refer the person or entity making such inquiry or request to the GIS Products and Services Manager, Seattle Engineering Deparrrnent, Municipal Building, Seattle, WA 98104 (or such other official and at such other address as may be specified by Seattle in notice to Shoreline).

5.0 Data Quality

5.1 Shoreline acknowledges that the GIS data set is complex and that it may contain one or more nonconformity's, defects or errors. Seattle does not warrant that the GIS data set will meet Shorelines needs or expectations, or that all nonconformity's, defects or errors can or will be corrected. Shoreline accepts the GIS data set "as is." Shoreline shall independently verify any information of critical importance to its operations. Seattle's Disclaimer Notice applies to the GIS data set, which notice is attached hereto as Attachment 2, and by this reference, is incorporated herein.

6.0 Limitation of Seattle's Liability; Indemnity

6.1 Seattle shall not he liable under any circumstance for any lost profits, lost savings, or any other consequential damage that rnay arise from any use of the GIS data set. Seattle shall bear no liability if the GIS data set does not meet any particular purpose for which Shoreline may use the GIS data set, nor shall Seattle be liable under any circumstance for the installation of the GIS data set after the initial installation and setup or for any result obtained from its use.

6.2 Shoreline shall indemnify, defend and hold Seattle harmless from and against all losses, damages, clairns, expenses, and attorneys' fees that may be sustained or asserted against Seattle arising from or connected with the use of the GIS data set or resulting from any breach by Shoreline of any provision of this Agreement, except for any loss, damage, claim, expense or attorney's fees resulting from the sole negligence of the City of Seattle.

7.0 Events of Default and Remedies

7.1 "Event of default" and "default" shall mean, whenever either is used in this Agreement, any failure by Shoreline to observe, satisfy or perform any covenant, requirement or condition specified in or of this Agreement that Shoreline has agreed to satisfy, observe or perform.

7.2 Remedies on Default: Whenever any event of default shall have happened and is continuing, Seattle shall provide written notice of the default to the City of Shoreline's Contact Person; thereafter, the City of Shoreline shall have 30 days to correct said default. In the event that the default is not corrected within the 30 day period, or any extension thereof which may be granted, Seattle shall have the right, at its sole option, without any further demand or notice, to take whatever action at law or in equity may appear necessary or desirable to enforce its rights including, but not limited to the suspension or termination of this Agreement and the seeking of injunctive relief and damages.

8.0 Miscellaneous

8.1 This Agreement, whith its Attachments, constitutes the complete and exclusive agreement between Seattle and Shoreline relating to its subject matter. This Agreement supersedes all prior and contemporaneous representations, correspondence, proposals, or agreements relating to its subject matter, whether oral or written.

8.2 Two years after the execution of this Agreement, the parties shall conduct a formal review for status, applicability and revision as required.

8.3 This Agreement may be modified only by a written amendment signed on behalf of both Seattle and Shoreline, and may not be altered or supplemented by any course of dealing or trade usage.

8.4 Neither this Agreement nor any of the rights granted by it may be assigned or transferred by Shoreline without written approval by Seattle's Director of Engineering. This restriction on assignment or transfer shall apply to any assignment or transfer by operation of law as well as by contract, merger, or consolidation. Any attempted assignment or transfer in derogation of this prohibition is void.

8.5 This Agreement shall be governed by the laws of the State of Washington.

8.6 The exclusive jurisdiction and venue for any lawsuit between the parties arising out of this Agreement shall be the Superior Court of Washington for King County.

8.7 If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall continue to be valid and enforceable.

8.8 Shoreline shall be responsible for payment of all taxes, fees, assessments, and levies on the GIS data set provided by Seattle pursuant to this Agreement or arising out of or imposed by reason of the transactions contemplated by this Agreement.

8.9 Sections 3, 4, 5, 6, and 7 of this Agreement shall survive the expiration or termination of this Agreement.

8.10 Shoreline acknowledges that Seattle has the right to modily the GIS data set at any time whatsoever, without prIor written notice to Shoreline. If Seattle and Shoreline management negotiate an acceptable arrangement, Seattle will provide periodic updates to Shoreline to assure currency of Shoreline datasets.

8.11 All requests for Seattle City Light data shall be submitted directly to that agency for response.

9.0 Compensation

9.1 Shoreline shall pay to Seattle for the GIS data set provided under this agreement a one time fee of the sum of $10,400.00, which charge is based on required labor hours to fulfill the provisions of this Agreement including a nominal License Fee as outlined under applicable City of Seattle policies, procedures and Municipal Code Sections relating to the provision of GIS products and services.

9.2 An Invoice will be provided to Shoreline for compensation to be paid here under. Shoreline shall remit such compensation within thirty (30) days after its receipt of the invoice. Any check submitted in payment of such invoice shall, be made payable to `"The City of Seattle".

IN WITNESS WHEREOF, each of the parties to this Agreement has had its authorized representative affix hIs/her signature in the space provided below:

THIS digital product was prepared for use by The City of Seattle for its internal purposes only, and was not designated or intended for general use by members of the public. Independent verification of all data contained on this product should be obtained by any user of the product.

The City of Seattle makes no representation or warranty as to the accuracy of this digital product, and in particular, its accuracy as to labeling, dimensions, contours, property boundaries, or placement or location of any map features thereon. THE CITY OF SEATLLE DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR WARRANTY FOR FITNESS OF USE FOR A PARTICULAR PURPOSE, EXPRESS OR IMPLIED, WITh RESPECT TO THIS DIGITAL PRODUCT. Any user of this digital product accepts the same AS IS, WITH ALL FAULTS, and assumes all responsibility for the use thereof.

The City of Seattle disclaims, and shall not be held liable for, any and all damage, loss or liability, whether direct, indirect, or consequential, that arises or may arise from this product or the use thereof by any person or entity.

The user of this digital product hereby agrees to, and shall, indemnity, hold harmless, and defend The City of Seattle against any and all claims, causes of action, losses, damages, attorney fees, expenses (including any attorney fees incurred by The City of Seattle) that may be sustained or asserted against the City arising from, or in any way connected to, its use by the user, and any of the users, officers, employees, agents, assigns, and successors.

RECEIPT ACKNOWLEDGED & DISCLAIMER ACCEPTED;
CITY OF SHORELINE

Attachment 3 - List of CGDB and Primary Thematic Layers
City of Shoreline

Corporate Layers

Utility Layers

Thematic Layers

Annotation Coverages: (clipped to Shoreline boundaries)

Stname -- Street name annotation for large maps

Paranno -- Street names - centered in right-of-way
subclasses: county -- various water body & place names

Mapanno -- Annotation for custom mapping
subclasses: wtr200 -- water body names for use at 1"=200' scale
wtr800 -- water body names for use at 1"=800' scale

Sndanno -- Street names - for use with street network database