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HomeMy WebLinkAbout21-173 - Kroll Map Company/Metsker Maps of Seattle - License Agreement: Digitization of Copyrighted Material (Kroll Map Books)City of Tukwila Contract: 21-173 Council Approval N/A Number: 6200 Southcenter Boulevard, Tukwila WA98188 CITY OF TUKWILA This agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and Kroll Map Company/Metsker Maps of Seattle, hereinafter referred to as "Kroll," whose principal office is located at 2700 Third Avenue, Seattle, Washington 98121, each individually a "party" and collectively the "parties". WHEREAS, the City of Tukwila is in possession of several Kroll Map Books that are used by City staff; and WHEREAS, the Kroll Map Books are copyrighted in both form and content, and WHEREAS, the City desires to digitize the Kroll Map Books and protect the digital images on microfilm; WHEREAS, Kroll desires to permit the City to digitize the Kroll Map Books and protect the digital images on microfilm pursuant to the terms and conditions herein; NOW THEREFORE, in consideration of the conditions hereinafter contained, the parties hereto agree as follows: 1. Definitions. 1.1 "Kroll" means Kroll Map Company, Inc., owner of all right, title and interest in the Digitized Map Files, Digitized Map Printouts, Documentation and Derivative Works thereof. 1.2 "Derivative Works" means anything that constitutes a derivative work of the Source Maps or Digitized Maps within the meaning of the United States copyright laws. Derivative Works include, for example, and without limitation, revisions and significant enhancements of or additions to the Source Maps, Digitized Map Files or Digitized Maps. 1.3 "Digitized Maps" means hardcopy output versions of Source Maps produced by Digitized Map Files. 1.4 "Documentation" means user guides and any other text associated with the development or use of Digitized Map Files or Digitized Maps. 1.5 "Source Maps" means Kroll's original, hardcopy maps of the City of Tukwila. 1.6 "Revision" means all corrections, modifications, upgrades and enhancements to the Digitized Map Files, the Digitized Maps, or related Documentation. 2. License. 2.1 Kroll hereby grants to the City, on terms and conditions set forth in this agreement, a non- exclusive, nontransferable license during the term of this agreement to use, replicate, copy, modify and adapt Digitized Map Files and Digitized Maps solely for its own use and benefit. 2.2 The licensed Digitized Map Files and Digitized Maps shall be used exclusive by the City and its employees and agents. The City shall not allow others to use or obtain copies of the Digitized Map Files or Digitized Maps. Page 1 of 3 3. Records Confidential. In the event that the City receives a public records request under Chapter 42.56 RCW or similar law for the disclosure of the Digitized Map Files and Digitized Maps, the City shall promptly provide written notice of such disclosure so that Kroll may take appropriate steps to protect its interests. Nothing in this Section 3 prohibits the City from complying with Chapter 42.56 RCW or any other applicable law or court order requiring the release of public records, and the City shall not be liable to Kroll for compliance with any law or court order requiring the release of public records. The City shall comply with any injunction or court order obtained by Kroll that prohibits the disclosure of any such confidential records; however, in the event a higher court overturns such injunction or court order and such higher court action is or has become final and non -appealable, Kroll shall reimburse the City for any fines or penalties imposed for failure to disclose such records as required hereunder within 60 days of a request from the City. 4. License Fee and Royalty Fees. Kroll grants permission to the City under the conditions contained herein at no cost to the City. 5. 5.1 Kroll is and will be the owner of all property rights arising out of or related to the revisions or Derivative Works of Digitized Map Files, Digitized Maps and Documentation authorized herein including, without limitation, the Digitized Map Files and Digitized Maps. 5.2 The City will not acquire any property rights in Digitized Map Files, Digitized Maps, Documentation or Revisions or Derivative Works thereof under this agreement. 6. Cosies. 6.1 The City may make copies of the Digitized Map Files and Digitized Map files to the extent required for its exclusive use as authorized under this agreement. 6.2 The Digitized Map Files and Digitized Maps created by the City, and any Derivative Works thereof, shall retain the copyright statement and proprietary data legends that currently exist on the pages of the Kroll Map Books. 7. Waiver of Breach. The waiver of any breach of any provision of this agreement or failure to enforce any provision hereof shall not operate or be construed as a waiver of any subsequent breach by any party. 8. Termination. 8.1 The term of this agreement shall be perpetual unless it is terminated earlier as provided in this agreement. 8.2 If Kroll provides written notice to the City that the City is in material breach of any of its obligations under this agreement, the City shall have 90 days to cure such breach. If the City has not cured the breach within 90 days, Kroll shall have the right to terminate this agreement effective immediately upon providing written notice of termination to the City. 9. Entire Aareement: Modification. This agreement, together with attachments or addenda, represents the entire and integrated agreement between the City and Kroll and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this agreement shall be of any force or effect unless it is in writing and signed by the parties. 10. Severabilitv and Survival. If any term, condition or provision of this agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this agreement, shall survive termination of this agreement. Page 2 of 3 11. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to Kroll shall be sent to the address provided upon the signature line below. 12. Applicable Law: Venue: Attorney's Fees. This agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this 30th day of November CITY OF TUKWILA Allan Ekberg, Mayor 11/30/2021 ATTEST/AUTHENTICATED: 'hteT / Key: 1,1,tliccaec199,539,0133fSeb505.1, Christy O'Flaherty, MMC, City Clerk APPROVED AS TO FORM: 6W e Key: becJda7e.laraa5.,CUJIYYSLIfeff, Office of the City Attorney , 2021 KROLL MAP COMPANY By: eYakfre. 66ezeke/c. Printed Name and Title: John Loacker, Owner Address: 2700 3rd Avenue Seattle, WA 98121 Page 3 of 3