PROPERTY RESEARCH AND REPORTING TOOL FOR LANE COUNTY, OREGON

REGIONAL LAND INFORMATION DATABASE (RLID)
SERVICE AGREEMENT

I. NOTATION OF LEGAL AUTHORITY

WHEREAS, the Regional Executive Group (hereinafter REG) is a coalition of local governments formed under the provisions of ORS. 190 for the purpose of effectively sharing information and technology; and WHEREAS, the REG has agreed to have LCOG provide Regional Land Information Database (RLID) services to SUBSCRIBER; and NOW THEREFORE, LCOG and SUBSCRIBER agree as follows:

II. GENERAL PROVISIONS

1. Term of Agreement: This agreement shall commence upon acceptance and remain in effect until terminated with thirty (30) days written notice.
    
2. Termination: Each party shall provide the other with thirty (30) days written notice of termination under this agreement except that termination may be immediate in the case of network, computer, password, or application stability problems caused by SUBSCRIBER.  Termination will be immediate in the case where LCOG has reason to believe that SUBSCRIBER has made any attempt to distribute passwords to unauthorized users, violate security, attempted to access data or software not specifically authorized by this agreement, or failed to follow any security procedures that have been specified in this agreement or that have been communicated to SUBSCRIBER.
    
3. Liability: Each party agrees to be responsible for its own acts.  Data supplied to SUBSCRIBER is provided on an “as is” basis.  LCOG expressly disclaims any warranty or responsibility, express or implied, as to the accuracy, currency, or completeness of any data supplied.  LCOG shall have no responsibility to SUBSCRIBER for any failure of any hardware or software acquired by SUBSCRIBER to access database, nor for future incompatibility in any such hardware or software resulting from any hardware or software change or redesign undertaken by LCOG.
    
4. Indemnity: Except as provided below, SUBSCRIBER agrees that the performance under this agreement is at SUBSCRIBER’s sole risk and that the SUBSCRIBER shall indemnify LCOG, its members, agents, officers, and employees, against, and hold them harmless from, any and all liability for damages, costs, losses, and expenses resulting from, arising out of, or in any way connected with this agreement, or from SUBSCRIBER’s failure to perform fully hereunder, and SUBSCRIBER further agrees to defend LCOG, its members, agents, officers, and employees, against all suits, actions, or proceedings brought by any third party against them for which SUBSCRIBER would be liable hereunder.  SUBSCRIBER shall have no obligation to indemnify or defend LCOG, its members, agents, officers, and employees, for any damages, costs, losses, or expenses resulting from the negligent or intentional acts of LCOG, its members, agents, officers, or employees.
    
5. Severability: If any provision of this agreement shall be held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provision of this agreement, but this agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
    
6. Assignment: Neither party may assign its rights and obligations under this agreement without the written consent of the other, except that SUBSCRIBER may assign this agreement to a parent corporation upon written notice to LCOG.
    
7. Security and Privacy: All parties agree to strictly adhere to security and privacy guidelines governed by State and Federal law.
    
8. Passwords: SUBSCRIBER shall request a separate password for each person who accesses or uses RLID, and shall ensure that the individual subscriber’s user name and password are not shared with any other non-subscribing user.  SUBSCRIBER shall provide LCOG with the name, e-mail address and phone number of each individual subscriber to a password.  Termination of this agreement will be immediate in the case where LCOG has reason to believe that SUBSCRIBER has made any attempt to violate password agreement.
    
9. Liaison: Each party shall designate one or more appropriate representatives to meet from time to time at the request of either party to facilitate communication and cooperation in all matters pertaining to this agreement.
    
10. System Stability: SUBSCRIBER agrees as to the importance of the operational stability of RLID network, computer, and software systems and agrees to adhere to LCOG policies and procedures designed to maintain stability.  LCOG agrees to be flexible in its administration of those policies so long as variances do not adversely affect network, computer, or software stability.  LCOG will monitor SUBSCRIBER’s use of the network, computers, and software to ensure that it is compatible with RLID goals for availability and stability.  Significant network, computer, or software stability problems, if found to be caused by SUBSCRIBER’s use, shall be cause for immediate termination of this agreement.
     
11. Modifications to Software and Data: LCOG and any of the agencies supporting the software and data may make modifications to the software and data at any time. SUBSCRIBER may not make changes to RLID software or data at any time except as allowed by use of services offered under this agreement.
     
12. Ownership: LCOG recognizes and acknowledges that the programs and software systems including source code, object code, documentation, flow charts, diagrams, internal specifications, data, and data bases, that SUBSCRIBER owns, plans, tests, or develops (Proprietary Information) are the exclusive property of SUBSCRIBER, and LCOG agrees that it has no ownership rights or claims of a similar nature on Proprietary Information developed by SUBSCRIBER. SUBSCRIBER’s ownership rights of Proprietary Information shall survive the termination of this Agreement. LCOG shall use all reasonable efforts to prevent unauthorized disclosure or transfer of SUBSCRIBER 's Proprietary Information.
     
13. Waiver and Modifications: Any waiver of any condition or term of this agreement or modification hereof shall be in writing, approved by LCOG and signed by all parties.  Waiver of performance of any provision of this agreement shall not be a waiver of or prejudice to a party’s right to require strict performance of the same provision or of any provision in the future.

III. SERVICES OFFERED UNDER THIS AGREEMENT

1. LCOG RLID Services to SUBSCRIBER: Services offered under this agreement are defined in the RLID New Subscriber Account Request form.
    
2. Usage Records: LCOG shall provide and maintain all necessary and proper records relating to use of RLID services by all users.
    
3. Backup Files: LCOG will maintain necessary backup computer files for RLID systems so that in case of catastrophe, system software and RLID-supported data files and databases will be intact.  It is the responsibility of SUBSCRIBER to maintain backups of SUBSCRIBER’s data files.
    
4. Equipment: All computers, cabling, modems, circuits, and any other equipment necessary for connection to the internet and the RLID System, are the sole responsibility of SUBSCRIBER.
    
5. Addition or Deletion of Services: Upon mutual agreement of LCOG and SUBSCRIBER, services may be added or deleted from this agreement by giving thirty days written notice.
    
6. Termination: In the event that SUBSCRIBER terminates use of RLID services, LCOG agrees to be responsible for revoking system authorizations.  A set-up fee shall be assessed upon reinstatement of terminated accounts.
    
7. Modifications: Modifications to services covered under this agreement may be made with the written agreement of both parties.  The cost of modifications made for the convenience of LCOG shall be borne by LCOG.  The cost of modifications made for the convenience of SUBSCRIBER shall be borne by SUBSCRIBER.  The cost of modifications made for the benefit or convenience of both parties shall be borne equally by both parties.
    
8. Support: The Regional Land Information Database System operates on a 24-hour, 7-day per week basis.  Exceptions include down times for both scheduled and unscheduled system maintenance.  Generally, maintenance periods are short in duration and are scheduled on weekends, during evening or early morning hours.  RLID systems and data support staff are available during normal business hours (M-F 8:00 AM – 12:00 PM and 1:00 PM – 5:00 PM).

IV. FINANCIAL ARRANGEMENTS/COMPENSATION

1. In consideration of the services provided by LCOG under this agreement, SUBSCRIBER shall pay fees as shown in the New Subscriber Account Request form.  Charges will commence the first month after initial setup.
    
2. If SUBSCRIBER elects to end use of a particular RLID service offering and then chooses to begin using it at a later date, the re-instatement fee will be equal to the greater of the initial setup charge or the monthly charge at the then current rate.
    
3. SUBSCRIBER shall remit payment within thirty (30) days of receipt of the billing from LCOG.
    
4. Non Payment: Non payment of an LCOG invoice for 60 days shall be suspended and at 90 days shall be sufficient grounds for termination of RLID services.  Any unpaid balance including any re-instatement fee must be paid in full before RLID services will be re-instated.