CCR2003055.
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COMMON COUNCIL - CITY OF MUSKEGO
RESOLUTION #055.2003
APPROVAL OF AGREEMENT WITH WAUKESHA COUNTY
FOR SHARING PHOTOGRAMMETIC DATA
WHEREAS, The municipalities of Muskego, New Berlin and Waukesha have proposed
to initiate a local level orthophotography program; and
WHEREAS, The Common Council of the City of Muskego approved an agreement with
Owen Ayres & Associates, Inc. to provide photogrammetric services subject to approval
and execution of a separate intergovernmental agreement with Waukesha County; and
WHEREAS, The Finance Committee has reviewed the attached Agreement with
Waukesha Co. and has recommended approval.
NOW, THEREFORE, BE IT RESOLVED That the Common Council of the City of
Muskego, upon the recommendation of the Finance Committee, does hereby approve
the attached Agreement with Waukesha County for Sharing Photogrammetic Data
subject to review by the City Attorney.
BE IT FURTHER RESOLVED That the Mayor and Clerk-Treasurer are authorized to
sign the Agreement in the name of the City with any necessary technical corrections to
be made as requested by the City Attorney.
DATED THIS 11th DAY OF March ,2003.
SPONSORED BY
FINANCE COMMITTEE
Ald. Rick Petfalski
Ald. Nancy Salentine
Ald. Patrick Patterson
This is to certify that this is a true and accurate copy of Resolution #055-2003 which
was adopted by the Common Council of the City of Muskego.
2I2003jmb ~/( h1~--, ~-Treasurer
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AGREEMENT FOR SHARING OF PHOTOGRAMMETIC DATA
This Agreement, made this day of , 2003 by and between City of Muskego, a municipal
corporation of the State of Wisconsin, located in Waukesha County, (the "OWNER"), and Waukesha
County, a municipal corporation of the State of Wisconsin, (the "LICENSEE").
WHEREAS, The OWNER has expended monies for the development of digital orthophotography of the
City of Muskego and related components (the "DATA"); and
WHEREAS, The LICENSEE has also expended monies for development of the same, and wishes access
to that DATA from the OWNER.
NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, and
other good and valuable consideration, the adequacy of which are hereby acknowledged, the parties
agree as follows: .
DELIVERY OF COPIES. Within thirty (30) days after the completion of the attached Agreement For
Professional Services For Photogrammetric Services ("Exhibit A"), a designee for the OWNER will
supply LICENSEE access to (or deliver to LICENSEE) one copy of the tiled digital orthophotography
files on CDROM in GEOTIFF format.
LICENSE. The OWNER hereby grants the right to have LICENSEE's employees review the DATA
supplied by the OWNER pursuant to this license at LICENSEE's facilities, subject to the limitations
below.
(a) LICENSEE is aware that current land boundaries and features cannot be reliably located
from the DATA, and that land records should be consulted for more accurate and up-to-date
information in that regard. Further, LICENSEE is aware that location information in the DATA
does not always necessarily correspond (or correspond exaclly) to the actual location of the
utility facilities.
(b) LICENSEE shall also not distribute any materials to any third party without the prior written
consent of the OWNER of Muskego, nor make additional copies of the DATA for distribution
outside of LICENSEE's organization. LICENSEE shall direct all inquiries and requests for the
DATA to OWNER. LICENSEE may, subject to paragraph (a) above, make additional copies
of the DATA for its own internal purposes. Under no circumstances may LICENSEE provide
access to the DATA to any third party in a manner that facilitates use apart from LICENSEE's
intemal needs.
(c) The license rights granted herein are nonexclusive and (subject to TERMINATION outlined
below) for a period of three (3) years from the Agreement date.
(d) The license rights granted herein may not be assigned or sublicensed by LICENSEE without
the OWNER's prior written consent.
FEES. Under this agreement the LICENSEE will pay a fee of USD$4,OOO.OO upon execution of this
Agreement as a one-time fee to OWNER for providing the DATA hereunder. Said fee shall be paid
within thirty (30) days of the date of invoice provided by OWNER with the DATA.
CONFIDENTIAL. LICENSEE agrees to hold the DATA in confidence except as reasonably needed
for its internal purposes. Thus, LICENSEE may not sell access to the DATA to any third party.
DISCLAIMER OF WARRANTIES. LICENSEE understands that the DATA and all consulting relating
thereto provided by the OWNER are provided as is, without any warranty of any kind. It is expressly
agreed that there is no warranty by the OWNER of accuracy, or merchantability, or fitness for any
purpose, regardless of whether express or implied. LICENSEE will be using the rights and
information provided herein at its own risk. Thus, except for the warranty noted in this paragraph,
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under no circumstances will the OWNER be liable for any incidental, indirect or consequential
damages or expenses of any kind, including loss of profits, arising in connection with anyone's use of
the DATA or consulting information.
INDEMNIFICATION. LICENSEE hereby agrees to indemnify, defend and hold harmless the
OWNER, its affiliates, and its employees and agents from any and all claims arising out of
LICENSEE's use of the DATA, or the consulting advice provided by the OWNER, or materials
incorporating the DATA, or materials derived using information from the DATA. Specifically, if
LICENSEE relies upon the DATA or the consulting information in connection with planning a
development, or implementing a development, the OWNER bears no responsibility in connection with
any problems that may arise relating thereto.
TERMINATION. The OWNER may terminate this license by providing written notice to LICENSEE of
its intention to do so in the event that LICENSEE materially breaches its obligations expressed
hereunder. The LICENSEE may terminate this agreement upon notification to the OWNER. In any
event, upon termination of the license, LICENSEE will promptly destroy all copies of the DATA within
its possession or control (e.g. removing copies from its computer equipment) and certify such
destruction to the OWNER.
NO DUTY TO UPDATE. The OWNER has no duty to update any of the DATA {regardless of when or
how it learns that the DATA is inaccurate, or is no longer accurate). However, if the OWNER should
do so during the Agreement term, this license shall apply thereto (albeit without extending the term of
the original license).
NO REFERENCE TO OWNER. LICENSEE may not produce any documents containing information
derived from the DATA that makes reference to the OWNER unless it, on a case-by-case basis,
authorizes the reference in writing.
IN WITNESS HEREOF, the undersigned parties have duly executed this Agreement in a manner
appropriate to each.
CITY OF MUSEKGO
By:
Mark A. Slocomb, Mayor
By:
Jean K. Marenda, Clerk-Treasurer
WAUKESHA COUNTY
By:
Dale Shaver, Director Parks and Land Use Department
This instrument drafted by:
Dustin J. Wolff, Assistant Plan Director
City of Muskego
PO Box 749
Muskego, WI 53150
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