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06-011, ABAG 08/10/05 14:59 FAX 4647985 A BAG I4J 002 CITY OF CUPERTINO DATA USAGE AGREEMENT By and Between: CITY OF CUPERTINO (Hereinafter referred to as PROVIDER) And .M/t(j . (Hereinafter referred to as RECIPIENT) Entered into at CJ/T~ , California PROVIDER agrees to provide the data described in Attachment A (hereinafter referred to as PRODUCT) to RECIPIENT only for the purpose stated below: (Hereinafter referred to as PROJECT). OwnershiD of PRODUCT and Attribution PROVIDER is the legal owner, or licensor, of the PRODUCT described in Attachment A, and shall retain all rights, title, interest, and license of the PRODUCT. It is understood and agreed on by RECIPIENT that use ofthis data will be used exclusively and for the sole purpose of the PROJECT by RECIPIENT for the time period covered by the Contract. Any hard copy products derived from the PRODUCT must give credit to PROVIDER as the source of the information. Restrictions on Use RECIPIENT agrees that they will not use any information provided by PROVIDER for any purpose other than for PROJECT without the express written consent of PROVIDER. RECIPIENT also hereby acknowledges that the PRODUCT delivered by PROVIDER is for the use only by RECIPIENT and only for this PROJECT, and is not to be released in any form or re-distributed to any other party without the prior written consent of PROVIDER. RECIPIENT shall not share PRODUCT with other parties in violation of any licenses, proprietary o\\:,nership, data sharing agreement or the California Public Records Act (Government Code, Chapter 3.5,Sections 6250- 6270). No provision of the agreement shall limit the application of the California Public Records Act or the Federal Fre~dom ofInformation Act (5 United States Code, Section 522). RECIPIENT may retain copies of the PRODUCT, including copies stored on magnetic media, for information and reference in connection with RECIPIENT'S use for the PROJECT. 08/10/05 14:59 FAX 4647985 A BAG ~003 Integrity of the PRODUCT RECIPIENT hereby agrees to accept all responsibilities for maintaining the integrity and accuracy of the PRODUCT. PROVIDER makes no representation as to the accuracy and suitability ofthe PRODUCT with respect to its use for the PROJECT. RECIPIENT hereby agrees to assume any and all responsibility for any results obtained in the use ofthis PRODUCT. RECIPIENT understands that the conyers ion of data from one system, format, and projection to an alternate system, format, or projection cannot be accomplished without the possibility of the introduction of inexactitudes, anomalies, and errors. RECIPIENT agrees to assume all risks associated therewith, and to the fullest extent permitted by law, to hold harmless and to indemnify PROVIDER from and against all claims, liabilities, losses, damages, and costs, including, but not limited to, attorneys' fees, arising therefrom, or in connection therewith. The parties to this agreement acknowledge that the PRODUCT is complex, and may contain some nonconformity's, defects or errors. The PROVIDER does not warrant that the PRODUCT will meet the RECIPIENTS' needs or expectations, or that all nonconformity's, defects, or errors can or will be corrected. Security RECIPIENT agrees to safeguard product from unauthorized intentional and unintentional release to third parties using a high degree of care and security. llold llarmless RECIPIENT agrees to indemnify, defend, and hold harmless PROVIDER, its officers, agents, consultants, contractors, and employees from any and all claims, actions, or causes of action for damages, including, but not limited to, any costs of recovering, reprogramming, or reproducing any data sorted in or used with the specified PRODUCT, damage to property or for any lost profits, lost savings, or other statutory, special, incidental, or indirect damages arising out ofthe inaccuracy, unreliability, use of, or inability to use the PRODUCT, even if PROVIDER has been advised of the possibility of such damages. Distribution Methods Upon request of the RECIPIENT, the PROVIDER will inform the RECIPIENT what methods are available for distributing the PRODUCT. These include:using the File Transfer Protocol (FTP) to send the PRODUCT via the INTERNET; distributing the PRODUCT on CD-ROM(s); distributing the PRODUCT using Magnetic tapes and diskettes media. Distribution Liability Although these data have been processed successfully on a computer system at PROVIDER, no warranty, expressed or implied, is made regarding the accuracy or utility of the data on any other system, or for general or scientific purposes, nor sball the act of distribution constitute any such warranty. This disclaimer applies both to individual use of the data and aggregate use with other data. It is also strongly recommended tbat careful attention be paid to the contents ofthe metadata 08/10/05 14:59 FAX 4647985 A BAG ~004 file associated with these data. PROVIDER shall not be held liable for improper or incorrect use of the data described and/or contained herein. Transaction Costs and Fees If the PRODUCT is not copyrighted and subject to a licensing fee, the PROVIDER will provide a copy of the PRODUCT with relevant documentation to the RECIPIENT. If the PRODUCT is subject to a licensing fee, or otherwise not available for transfer from PROVIDER, the PROVIDER will notify the RECIPIENT of the specifics of how the PRODUCT can be obtained from the OWNER. Documentation The PROVIDER will supply to RECIPIENT a copy of all readily-available documentation relating to the PRODUCT, including metadata and data dictionaries. Standards The parties to this agreement agree to apply, as possible and feasible, existing standards for documentation, metadata, data formats, geographic accuracy, and database design as promulgated by the Federal Geographic Data Committee. Terms of Agreement This agreement will remain in force until cancelled. The parties to this agreement have the right to withdraw from this agreement by giving written notice to all signatory parties. The provisions regarding ownership of product, restrictions on use, integrity, security, hold harmless, and distribution liability survive the cancellation of this agreement. ~:J~ CIPIENT Signa re 11:'- ~N!A&l rinted Name R//o/DcT , Date k~~'2rk)-*_ PROVIDER Signature AI /1Uc,' JJ Ovr ~ rf' ~ Printed Name G3IS {!~/~r Title O-IO-O~ Date ~~~~ Title