HomeMy WebLinkAbout07 051 Geospatial Data Exchange
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THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
BY-LAW
NO. 2007 - 051
BEING A BY-LAW TO AUTHORIZE THE SIGNING OF AN AGREEMENT
WITH HER MAJESTY THE QUEEN IN THE RIGHT OF ONTARIO AS
REPRESENTED BY THE MINISTER OF NATURAL RESOURCES TO
PARTICIPATE IN THE ONTARIO GEOSPATIAL DATA EXCHANGE
WHEREAS Section 22 (3) of the Municipal Act, 2001, 5.0. 2001, c. 25, as
amended, authorizes a municipality to provide a system that it has power to
provide within the municipality outside its boundaries in accordance with an
agreement with the Province of Ontario under a program established and
administered by the Province of Ontario;
AND WHEREAS Section 8 (1) of the Municipal Act, 2001, 5.0. 2001, c. 25, as
amended, provides that the powers of a municipality under this or any other Act
shall be interpreted broadly so as to confer broad authority on the municipality to
enable the municipality to govern its affairs as it considers appropriate and to
enhance the municipality's ability to respond to municipal issues;
AND WHEREAS pursuant to the said Municipal Act, Section 9 provides that a
municipality has the capacity, rights, powers and privileges of a natural person
for the purpose of exercising its authority under this or any other Act;
AND WHEREAS the Minister of Natural Resources formed the Ontario
Geospatial Data Exchange in order to facilitate the sharing of Ontario's land-
based information based upon the pooling and distribution of data amongst its
members;
AND WHEREAS the Council for the Corporation of the Municipality of Kincardine
deems it expedient for the Municipality of Kincardine to participate in the Ontario
Geospatial Data Exchange;
NOW THEREFORE the Council for The Corporation of the Municipality of
Kincardine ENACTS as follows:
1.
That The Corporation of the Municipality of Kincardine enter into an
agreement with Her Majesty the Queen in the Right of Ontario, as
represented by the Minister of Natural Resources to participate in the
Ontario Geospatial Data Exchange.
2.
That the Mayor and CAO be authorized to sign, on behalf of The
Corporation of the Municipality of Kincardine, the agreement with Her
Majesty the Queen in the Right of Ontario, as represented by the Minister
of Natural Resources, attached hereto as Schedule "A".
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Geospatial Data Exchange Agreement By-law
By-law No. 2007 - 051
3. This By-law shall come into full force and effect upon receipt by the
Municipality of Kincardine of duly signed copies of an agreement with Her
Majesty the Queen in Right of Ontario as represented by the Minister of
Natural Resources.
4. This By-law may be cited as the "Geospatial Data Exchange Agreement
By-law" .
READ a FIRST, SECOND, and THIRD time and FINALLY PASSED this 18th day
of April, 2007.
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CI rk
Ontario Geospatial Data Exchange Agreement
THIS AGREEMENT IS MADE IN DUPLICATE
THIS AGREEMENT is made effective as of this _ day of
BET WEE N:
HER MAJESTY THE QUEEN IN THE RIGHT OF ONTARIO, AS REPRESENTED BY THE
MINISTER OF NATURAL RESOURCES
- and -
THE CORPORAnON OF THE MUNICIPALITY OF KINCARDINE
RECITALS:
WHEREAS the Crown is proposing an Ontario land-based data exchange as part of the Ontario
Land Information Infrastructure;
AND WHEREAS the parties desire to form the Ontario Geospatial Data Exchange ("the
Exchange") in order to facilitate the sharing of Ontario's land-based information based upon the
pooling and distribution of data amongst its members;
AND WHEREAS the purpose of this Agreement is to promote the sharing of Geospatial data
amongst Exchange members;
AND WHEREAS there is an expectation that all Geospatial data owned by Exchange members will
be shared amongst other Exchange members
NOW THEREFORE, in consideration of the respective covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
DEFINITIONS:
For the purposes of this Agreement, the following terms shall have the meanings set forth below:
"Administrato;' means the person or entity designated by the Ministry of Natural Resources to
administer the operational aspects of the Ontario Land Information Warehouse, accountable to the
Membership and the Governing Board;
"Agent" means business or contractual relationship by which one person represents or acts for
another with the latter's authority;
"Allowable use"means "internal use" or "non-commercial use'~
"Copyright" means copyright as within the meaning of the CODvrlaht Act R.S.C. c-30, as
amended;
"Data" means digital databases or data layers which contain references to locations on the earth's
surface and may include, but are not limited to, aerial photographs, satellite imagery, digital data
(in vector/raster formats) and metadata;
"Data Sets" means discrete databases or files containing information that may be subject to
specific restrictions;
"Distributor" means a person or persons who reproduce copies of Data or Data sets subject to this
agreement;
"Governing Board' means the Board of Representatives of Members of the Ontario Geospatial
Data Exchange established pursuant to Section 5.0 of this Agreement;
"Internal use" means a use of Data by, or on behalf of, a Member where the Data are distributed to
those who are employees or agents of the Member for purposes consistent with the organizations
legal obligations and duties pertaining to the geographic area within the organization's jurisdiction;
"LID" means Land Information Ontario, an organizational structure which is managed through the
Land and Resource Cluster of the Province of Ontario and whose mandate is to coordinate the
collection, mapping and integration of land related information in Ontario;
"Member" means an entity that executes the Ontario Geospatial Data Exchange Agreement in
order to participate in the Ontario Geospatial Data Exchange;
"Metadata"means information supplied by a Member that describes the characteristics of the Data
owned by that Member;
"Metadata Directory" means an Internet-based facility in which a Member lists and describes its
Geospatial Data holdings in order to allow for search and query of those Data holdings over the
internet;
"New Coverage" means new Data provided on an existing Data Set by describing details of an area
not described in the original Data Set, or Data that is created to represent a particular feature that
is not currently in an existing Data Set;
"Non-commercial use' means a use of Data by a Member where the Data are distributed in hard
copy or raster-based electronic format, at any scale, to those who are not employees or agents of
the Member for the purpose of carrying out the Member's legal obligations and duties pertaining to
the geographic area within the Member's mandate either for free or priced at cost recovery basis;
"Raster-based formaf'means a format for Geospatial Data where Objects are represented bysmall
discrete elements that together constitute an image but not a format where Geospatial objects are
described in terms of vectors which comprise them;
"Reproduce" means to copy, reproduce, or replicate "Data", or any part thereof, to produce digital,
computerMreadable or hard copy information products;
"Value-added Products' means products based upon Data Sets supplied by Members which
include improvements or new Data not found in the original Data Sets;
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"Geospatial Data" means Data relating to a set of physical locations which may be area, line or
point, that is referenced to the earth's surface; or a two or three-dimensional object or extract;
"Tabular Data" means attributes describing Geospatial objects, or which make reference to
Geospatial indices;
"Warehouse" means a data utility that houses all those Data Sets of the Members that are
available for centralized distribution.
1.0 MEMBERSHIP:
1.1 The parties agree that the Governing Board may admit by entering an agreement
substantially the same as this agreement as revised from time to time, new Members to the
Exchange/parties to the Agreement, subject to the terms and conditions of this Agreement.
1.2 Each Member of the Exchange will be notified of the admission of new Members and may,
upon 30 days notice, terminate their membership in the Exchange.
1.3 The parties to this Agreement are Members in the Exchange.
1.4 The following groups may apply as Members in the Exchange:
. Ministries of the Ontario Government and Agencies funded through an Ontario
Government allocation;
. Agencies and Departments of the Federal Government of Canada, Agencies and
Departments representing political jurisdictions out side of the Province of Ontario, and
Regional and local municipal governments;
. Conservation Authorities, School Boards and Local Boards;
. Post-Secondary Educational Institutions;
. First Nations and Aboriginal communities or organizations representing First Nations
and Aboriginal communities;
. Ministries, Agencies and Departments of provinces outside of Ontario
. Agencies and Departments of the Government of the United States - federal and state;
1.5 Non-governmental organizations may be admitted as Members in the Exchange, subject to
the terms and conditions of this Agreement, provided the Governing Board determines that
their membership would benefit the Exchange and would not, in view of the Board, be
detrimental to the interests of any Member of the Exchange.
1.6 An agency shall not be excluded from membership by virtue of not having Data Sets, which
can be shared by other Members of the Exchange.
1.7 All Members of the Exchange shall have equal rights and privileges, except as provided for
in this Agreement or related licences or agreements.-
1.8 Unless renewed by the Governing Board, membership in this agreement shall have a term
of 5 years from the date that the Member was admitted as a Member.
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2.0 RIGHTS AND OBLIGATIONS OF MEMBERSHIP:
2.1 Each Member shall be subject to the following rights and obligations:
a) Within 12 months of joining the Exchange, the Member will ensure the metadata of its
holdings is accurate, up-to date and complete. These metadata holdings shall be entered
into the Ontario Land Information Directory or an approved equivalent, standardized
spatial metadata directory that allows for the discovery of data holdings over the Internet
b) Members agree to make reasonable efforts within the context of Members' financial,
legal and policy constraints, to comply with by-laws made by the Governing Board;
c) Members shall have complete access to all Data holdings that would normally be made
available through purchase, data sharing agreements or licensed access, without regard
to any volume or other restraints, subject to any restrictions set out in this Agreement or
set out in the associated licence;
d) For the purpose of protecting the Exchange and its membership from unforeseen
expenditures, the Governing Board, at its sole discretion, may impose a special usage
charge, upon written notification to the Member, when a single party chooses to
implement systems that imposes extraordinary workload on the Warehouse.
e) Where a Member updates and/or makes corrections to data provided under this
agreement, the Member must provide the updates and/or corrections to the provider of the
Data within 2 months of making the update or correction.
f) Members receiving updates and/or corrections to data from another Member shall make
every effort to review, conduct a quality assurance process and incorporate those changes
within six months, if warranted, and upon approval of the data custodian, into the data and
publish those updates to the LID warehouse and/or provide timely notification to the
Members.
2.2 A Member may upon prior written notice, request that the Exchange market the Member's
Data to non-members of the Exchange, at the Member's sole cost and expense.
2.3 The membership, through the Governing Board, may collectively agree to acquire Data
from a commercial source or some other non-Member for distribution within the
membership.
2.4 The Governing Board may terminate a membership where termination is in the opinion of
the Governing Board in the best interest of the Ontario Geospatial Data-Sharing Exchange.
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3.0 PRIVACY IMPACT ASSESSMENT:
3.1 Each Data Set shall undergo a privacy impact assessment in accordance with the Privacy
Impact Assessment Guidelines issued by Management Board of Ontario, as amended from
time to time, prior to being shared through the clearinghouse or data-sharing agreement
which may result in Data Sets being excluded from the data-sharing Exchange. Members
not belonging to the Provincial Government, such as Municipal and Federal organizations
and departments, must submit their Data Sets to a privacy impact assessment, as may be
in existence at that time, in accordance with their respective governing guidelines
4.0 FUNDING:
4.1 The method of funding the storage and distribution of Data through the Warehouse is set out
below:
a) Members, who are Ministries or Agencies funded through an allocation from the
Government of the Province of Ontario, are exempt from membership fees. These
agencies are providing contributions to the Ontario Land Information Infrastructure (OLlI)
in the form of annual levies through the Province. These funds are used to provide
support to the OGDE;
b) Municipalities, Non-Government Organizations, First Nations and Aboriginal Communities
and other non-profit organizations, with annual budgets of more than $100 million,
notwithstanding their schedule or non-profit status, other than Ministries or agencies of the
Ontario government shall pay a $3,000 annual membership fee.;
c) Municipalities, Non-Government Organizations, First Nations and Aboriginal Communities
and other non-profit organizations, with annual budgets of less than $100 million shall pay
a $1,000 annual membership fee.
d) Federal departments and agencies will be required to contribute up to $50,000 per
department, depending upon the scope and requirements of access to Data. The
combined federal contributions shall not exceed $500,000 annually;
e) Conservation Authorities that have signed the agreement will be required to contribute
$1,000 per Authority. The combined Conservation Authority contributions shall not exceed
$36,000 annually. The management of the membership fees of individual Conservation
Authorities will be the responsibility of Conservation Ontario;
f) The Ontario Council of University Librarians (OCUL) will contribute up to $50,000 on
behalf of Ontario's universities;
g) Colleges, post secondary institutions (not including universities) and other government
fundedresearch institutions will be required to contribute $2,500.00 annually;
h) Membership fees for other potential members and organizations will be determined by the
OGDE Governing Board;
i) A Member may apply in writing to have its membership fee waived and such membership
fee may be waived, in limited circumstances only, and at the discretion of the Governing
Board;
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5.0 GOVERNANCE:
5.1 The LID Steering Committee and governance structure shall be responsible, during the
establishment of the Governing Board, for providing strategic direction and corporate
commitment from key stakeholders in the development and refinement of the Exchange for,
among other things related to the Exchange, membership, funding and intellectual property.
Such responsibility shall terminate upon the establishment of the Governing Board.
5.2 The Governing Board shall be chaired by the Chief Information Officer of the Government of
Ontario's Land Resource Cluster.
5.3 The chair shall appoint the members of the Governing Board for an initial term of one year
or less as follows:
Ontario Government . 8 representatives selected from the Inter-Ministerial
Committee on Land Information
Federal Government . 3 representatives
Municipal Government . 3 representatives
Conservation Authorities . 1 Conservation Authorities representative
Education . 1 colleges & universities representative
Industry . 1 Geomatics sector representative
. 1 utilities representative
First Nations and . 1 representative
Aboriainal Communities
NGOs . 1 representative
5.4 Membership on the Governing Board shall subsequently be comprised of the following:
Funding Ministries . 6 representative from selected from the Inter-
Ministerial Committee on Land Information
.. .......... ......... .......
Provincial Agencies . 1 representative
funded through a
Government allocation
Federal Government . 3 representatives
LocaVMunicipal . 4 representatives
Governments
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Conservation Authorities . 1 representative
Education . 1 colleaes & universities reoresentative
Industry . 2 representatives
First Nation & Aboriginal . 1 representative
Community
NGO . 1 reoresentative
5.5 After the initial term, members of the Governing Board shall have a term of three years.
The roles and responsibilities of the Governing Board are set forth below:
a) Provide executive-level direction to the Ontario Geospatial Data Exchange;
b) Represent membership interests;
c) Admit new Members to the Ontario Geospatial Data-Exchange by entering into an
agreement substantially on the same terms and conditions as this agreement as
amended from time to time;
d) The Governing Board may terminate the membership of any Member where in the
opinion of the Governing Board termination is in the interest of the Ontario Geospatial
Data Exchange;
e) Communicate Exchange activities and directions to its stakeholder communities and the
general public;
f) Lead in the development of the data-sharing Exchange infrastructure which includes,
but is not limited to, policy, plans, operational guidelines, methodologies and standards;
g) Represent the membership in decisions relating to the inclusion or exclusion of agencies
seeking to join the Ontario Geospatial Data Exchange;
h) Mediate the resolution of disputes arising out of the intellectual property, licencing
restrictions, use or distribution of Data belonging to Exchange Members;
i) Be responsible for the financial policies, membership fees, and fiscal health of the
Exchange;
j) Levy special fees for Members whose extraordinary use of Exchange technology
resources warrant it;
k) Ensure integration with the Province's Information and Information Technology strategy
and implementation;
I) Promote strategic partnerships amongst Members to optimize the cooperation and
coordination of their efforts;
m) Ensure that the Ontario Geospatial Data Exchange monitors and conforms to the
requirements of privacy legislation and guidelines;
n) May make by-laws with respect to the operation of this Agreement and the subject
matter thereof;
0) The Governing Board will use reasonable efforts to encourage organizations to identify
and make available to Exchange Members as much Geospatial information as possible,
within the constraints of the law, including but not limited to the contractual or quasi-
contractual obligations, the Freedom of Information and Protection of Privacy Act
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legislation, and the legislation governing the sharing of Data by the various participating
Members;
p) Encourage and promote the adoption, and use, of provincial data standards within the
Exchange for all Geospatial and attribute information, where possible.
6.0 DATA DISTRIBUTION and MAINTENANCE:
6.1 Each Member shall at its sole discretion determine the distribution mechanism by which Data
are to be made available to other Members of the Exchange.
6.2 The parties agree that unless otherwise specified, the Administrator shall administer the
Warehouse.
6.3 Each Member will list and describe its Geospatial data holdings available to other Members
in the Metadata directory, including, but not restricted to all relevant information held in the
Ontario Land Information Directory, all licences, rules and restrictions to be applied to the
Members data while stored in the Ontario Land Information Warehouse and access
protocols that are to be applied to each Data Set.
6.4 Where a Member indicates in writing, to the Administrator, data may be distributed by the
Administrator on behalf of Members through the Warehouse. When providing Data to the
warehouse, a Member will specify whether the Data is either General Data or Restricted
Data.
6.5 The Administrator is the agent for the distribution and licensing of data to members. The
Administrator is approved to distribute and license Data to authorized Members.
6.6 The Administrator may, on behalf of the Exchange or its Members, but is under no
obligation to do so, institute and defend proceedings at law connected with, relating to or
arising out of the affairs of the Exchange. The parties to this agreement appoint the
Administrator as its attorney to execute any document which it may consider necessary or
desirable to enable it to fully carry out the powers granted to it. Subject to the Agreement,
and agreements relating to the admission of new Members, the Administrator may settle,
compromise or discontinue any such proceeding and in connection with any or all of the
foregoing shall have the right as attorney of parties to this agreement. The Administrator
shall be entitled to charge as a disbursement, all legal and other related costs or expenses
incurred hereunder.
6.7 The exact distribution options for each Data Set shall vary according to the requirements
and restrictions placed on it under this Agreement and the Governing Board based on the
following:
a) Volume of Data
b) Periodicity of re-distribution
c) Details of the data sharing arrangements with the requestor
d) The terms of this Agreement
6.8 Any distribution alternatives which introduces a significant increase in operational costs to
the Data Exchange, shall require prior written approval by the Governing Board and shall be
the financial responsibility of the Member requesting the service.
6.9 Data requests and extraction of data from the LID Warehouse will be reviewed on an
annual basis. The Governing Board will determine if those requests are excessive and may
charge that Member an additional fee.
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6.10 Any maintenance responsibilities associated with a Data Set shall not change upon a new
Member joining the Exchange, unless otherwise agreed to by the affected parties. The
Warehouse publication facility shall permit authorized maintainers of the Data to publish
updates for the layers and area for which they are authorized, and restricts updates to only
those who are authorized to make them. The currency of Data will be automatically reflected
in the corresponding metadata.
7.0 GENERAL DATA
7.1 General Data means all Intellectual Property that are accessible to the general public and all
members. Where Data has been identified as General (hereinafter referred to as "General
Data"), the Member providing the General Data agrees that the terms and conditions of this
agreement shall apply for the use of the data by all Members. Access to and use of the Data
by other Members will be in accordance with the terms and conditions of this agreement.
7.2 A Member accessing the General Data agrees to use and distribute the Data only in
accordance with the terms and conditions set out in this agreement.
7.3 A Member providing the General Data and the Member accessing the General Data agree
that the licence agreement comes into effect when the Member seeking to access the Data
electronically agrees to the terms of the licence or accesses the Data, whichever occurs
first.
7.4 The Member providing the General Data and accessing the General Data agree and
acknowledge that the licence agreement is between the Member providing the Data and the
Member accessing the Data and that the Administrator is only acting as an agent for the
Member providing the Data.
7.5 The Member providing the General Data agrees that it can be distributed to all Members of
the Exchange without any restrictions, other than those set out in this agreement, by the
Administrator, acting as agent for the Member.
7.6 The Administrator shall keep a record of the licence under which the General Data are
provided, and each accession of the Data, and acceptance of the licence, and each
transaction relating to the distribution of the Data, which record cannot be altered.
7.7 Where a Member providing the General Data does not have a licence or policy related to
that Data, the use of that Data shall be restricted to the terms and conditions of the General
Data in this agreement. Members using such Data will respect the copyright of the Member
that provided the Data.
8.0 RESTRICTED DATA
8.1 Restricted Data means all Intellectual Property either personal or sensitive not accessible to
the general public or member of the OGDE, unless authorized by the Member owning the
Intellectual Property. Where Data has been identified as Restricted (hereafter referred to as
"Restricted Data"), by the Member providing the Data, that Member will identify in writing
any restrictions on its distribution and use to the Administrator, and will provide in an
electronic form, acceptable to the Administrator, a copy of the Member's licence setting out
the terms and conditions for access and use of the Data by other Members, before the
Administrator grants access to the Data.
8.2 The Administrator will only distribute the Restricted Data in accordance with the restrictions
set out in writing by the Member providing the Restricted Data.
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8.3 The parties agree that the restrictions will come into force on the later of the dates and
times that the Administrator receives or acknowledges receipt of the restrictions in writing.
8.4 The Administrator will set out the terms and conditions relating to the use of Restricted
Data, in a licence in electronic form.
8.5 The Member accessing the Restricted Data agrees to use and distribute the Restricted Data
only in accordance with the terms and conditions set out in the licence agreement, provided
in electronic form by the Administrator on behalf of the Member providing the Restricted
Data.
8.6 The Member providing the Restricted Data and the Member accessing the Restricted Data
agree that the licence agreement comes into effect when the Member seeking to access the
Data electronically agrees to the terms of the licence or accepts the Data, whichever comes
first.
8.7 The Member providing the Restricted Data and the Member accessing the Restricted Data
agree and acknowledge that the licence agreement is between the Member providing the
Data and the Member accessing the Data and that the Administrator is acting only as an
agent for the Member providing the Data.
8.8 The Administrator shall keep a record of the licence used to provide the Restricted Data
and acceptance of the licence and each transaction relating to the distribution of
Restricted Data which record cannot be altered.
9.0 INTEllECTUAL PROPERTY:
9.1 Each Member providing Data warrants to the best of its knowledge that it:
a} is the sole owner of all rights in the Data; or
b} has all rights in the Data required to enter into and perform its obligations under this
agreement, subject to the terms and conditions set out in the Member's licence for
another Member's access to and use of the Data
9.2 A Member shall retain all Copyright and other rights pertaining to the Data provided by the
Member, used or distributed pursuant to this Agreement and retains Copyright of that
portion of the information or other product comprising or incorporating the said Data, unless
otherwise agreed to by the affected parties.
9.3 The parties agree and acknowledge that neither this Agreement or licence issued pursuant
thereto constitutes a transfer of copyright from the Member providing the Data, under this
Agreement.
9.4 Where a Member provides new Data, either a new Geospatial layer, or a new tabular
attribute for a Geospatial object, the provider shall retain intellectual property of the new
Data, unless other intellectual property arrangements have been made with another
organization.
9.5 A Member borrowing a Data Set with the intent of making corrections or updates to that
Data Set, or creating value-added products derived from that Data Set, shall provide notice
to the Member holding the Copyright to the Data Set of its intention to make a claim on the
intellectual property prior to making changes.
9.6 Copyright shall be attributable, at least partially, to the original owner of Data used to create
a value-added product. The percentage shall be determined in part, by the extent to which
the original Data can be derived from the value-added product. This shall be in direct
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proportion to the amount of Data in the new product, which is based on the original Data
Set. The original owner shall be entitled to benefits based on that percentage.
9.7 Where data collection extends the coverage of a Data Set, the collector of Data describing
to new areas shall be able to claim partial intellectual property of that Data Set in the event
that the coverage is substantial Le., where it exceeds 15% of the entire original Data Set,
and meets or improves the current standard. In all cases the Member who provided the
original Data Set shall be given special consideration, and recognition for developing the
data model and database design, and for any other pioneering aspects of the original data
collection. A collector of new data coverage shall be entitled to a perpetual license to use
and license the use of the Data that it collected, without regard to its intellectual property
rights to the entire Data Set. Assignment of intellectual property and ownership for these
Data is subject to any other licencing arrangement made with another organization prior to
the collection of such information.
9.8 Where two or more Members collaborate in the creation of a Data Set, which shall be
referred to as a Joint Undertakings, the Joint Undertaking shall be handled in the same
manner as data collections by a single member, except that combined efforts shall be
considered when determining the substantiality of the improvement. Any intellectual
property rights conveyed to the undertaking shall be divided according to the percentage
specified in the joint request. Requests shall not be entertained by individual Members
seeking intellectual property for joint undertakings or their corresponding role in such
undertakings. Assignment of intellectual property and ownership for these Data are subject
to any other licencing arrangement made with another organization prior to the collection of
such information.
10.0 USE OF DATA:
10.1 Members receiving Data agree to restrict or limit use of the Data in accordance with this
Agreement, and the licence or other agreement entered into between the Member providing
and Members using Data Sets.
10.2 Unless otherwise provided for in this Agreement or other agreement, no part of the Data
may be copied, published, disseminated, or used in any form or by any means other than
for the licensee's allowable use.
10.3 Without limiting the scope of 10.2, a Member will:
a) Not provide, share or disseminate Data to other Exchange Members, where the Data
has come into the possession of the Member as a result of receiving Data from
another Member under this Agreement
b) Be permitted to use the Data received from another Member to its financial gain to
expand its range of services offered, provided the Data shall not be sold, used, or
incorporated into a product which is sold
10.4 No Member shall state, indicate or imply that it represents or acts as an agent of any other
Member except for the Administrator.
10.5 The Member accepting the Data agrees that it accepts the Data on an "as is" basis:
a) As to the merchantability or fitness for its purpose
b) As to its accuracy or completeness
10.6 The Member providing the Data represents and warrants that it holds the rights to the data
and that it has a right to grant access through the Administrator and licence the Data,
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unless that Member has been granted privileges to provide the Data on behalf of another
Member who is the actual licensor of that Data.
10.7 The Exchange assumes no obligation or liability whatsoever for the provision of updates or
corrections to the Data or the provisions of notices thereof to the parties receiving the Data.
10.8 The Administrator assumes no obligation or liability whatsoever for the provision of updates
or corrections to the Data or the provisions of notices thereof to the parties receiving the
Data.
11.0 RESOLUTION OF DISPUTES RELATING TO INTELLECTUAL PROPERTY:
11.1 The Governing Board may upon the request of its Members mediate intellectual property
disputes affecting Members or appoint a mediator to mediate such dispute.
11.2 The Governing Board may conduct the mediation or appoint a committee of one or more
Members or appoint another person to conduct the mediation.
11.3 A party to the dispute shall not participate in the mediation as a mediator.
11.4 Members agree to participate in mediation in the event of a dispute and will co-operate with
the Governing Board in the conduct of the mediation.
11.5 Unless otherwise agreed to by the parties to the dispute, the Governing Board, mediator or
appointed Member committee will commence mediation within 30 days of receiving written
notice of the request for mediation.
11.6 Unless otherwise agreed to by the parties to the dispute, and where an agreement resolving
the dispute has not been reached, the Governing Board, mediator or appointed Member
committee will make recommendations to the parties on the resolution of the dispute.
11.7 The Governing Board, mediator or appointed Member committee will take into account the
terms and conditions set out in this agreement.
11.8 Where a Member has entered into a cooperative arrangement, whether oral or written, with
the owner of a Data Set, for the purpose of collecting new Data, making corrections, or
developing value-added products, their Agreement shall have the highest precedence in
adjudicating claims for intellectual property.
11.9 The Governing Board, mediator or appointed Member committee shall not recommend the
award of any percentage of intellectual property rights to an applicant, who made
corrections to a Data Set. Notwithstanding the foregoing, where the volume of corrections is
extremely high in that the count of changed fields, andlor the volume of valuable descriptive
data exceeds 30% of the original Data Set, andlor corrections improve the Data Set
standard as determined by the Governing Board, a percentage of the intellectual property
rights in the Data Set with the changed fields andlor additional descriptive Data may be
awarded to a claimant. Such a percentage shall be substantially less than that considered
for similar new coverage Data collection efforts. A member who submits corrections to a
Data Set shall not retain any special privileges to use such Data - other then its rights as a
Member of the Exchange.
11.10 The legal rights and obligations of the Members with respect to the resolution of disputes
concerning the Data that are under dispute cannot be settled in such a way that may result
in breach of any legal obligations with respect to the Data of the Member providing the Data,
nor can they be settled in such a way that the Member may incur any legal liability as a
result of implementing the recommended course of action from mediation.
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12.0 LIABILITY AND INDEMNITY:
12.1 Subject to any approval under International, Federal, Provincial or Municipal law, each party
will release and hold harmless the other parties, their officers, servants and agents against
any claims, demands, losses and damages arising from or attributable to the provisions of
or use of the Data.
12.2 Each party will release and hold harmless the Administrator, its officers, servants and
agents against any claims, demands, losses and damages arising from or attributable to the
provisions of or use of the Data.
12.3 Neither the Exchange nor the Administrator make any warranties with respect to the Data
and the parties agree that the Data are made available on an "as is" basis, without any
other warranties, representations or conditions of merchantable quality, fitness for a
particular purpose, or those arising by law or by statute, or by usage of trade or course of
dealing. The entire risk as to the results and performance of the Data is assumed by the
Members accepting the Data, including without limitation, the risk as to whether or not the
Data contains bug errors andlor other problems that could cause system failures. Neither
the Exchange nor the Administrator shall have any liability to the party receiving such Data
or any other person or entity for any claims, actions, loss, damage, including, without
limitation, loss of revenue or profit or savings, lost or damaged Data or other commercial or
economic loss or any indirect or incidental, special or consequential damages whatsoever
relating to the use of the Data even if either has been advised of the possibility of such
damages; or for claims by a third party, nor shall the suppliers, agents, employees or
representatives of either the Exchange, and Members of the Exchange, or the Administrator
have such liability.
12.4 In no event will the Exchange, any of its Members, or the Administrator be liable or
responsible for any loss of profits, revenue or earnings, claims by third parties, or for any
economic, indirect, special, incidental, consequential or exemplary damage resulting from
any errors, inaccuracies or omissions in the Data. In no event will the Exchange, any of its
Members andlor the Administrator's liability for any such errors, inaccuracies or omissions
on any particular claim, proceeding or action, exceed the actual consideration paid by the
claimant for the materials to which this documentation relates. Save and except for the
liability expressly provided for above, the Exchange, any of its Members, or the
Administrator shall have no obligation, duty or liability for negligence. The limitations,
exclusions and disclaimers expressed above shall apply irrespective of the nature of any
cause of action, demand or action, including but not limited to breach of contract,
negligence strict liability, tort or any other legal theory, and shall survive any fundamental
breach.
12.5 The Member who accepts Data shall indemnify and save harmless any member who
provides Data, its servants, agents, and contractors, including but not limited to the
Administrator and the Exchange, from and against any claim, demand, or action,
irrespective of the nature of the cause of the claim, demand or action, alleging loss, costs,
expenses, damages, or injuries, including injuries reSUlting in data arising out of the
Members uses of the Data or in any way relating to this agreement, including breach of any
term of this Agreement.
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13.0 ROYALTIES:
13.1 There are no royalties or other fees payable for allowable use of Data.
13.2 Royalties and other fees for uses other than allowable use of Data shall be set out in the
licensing agreements relating to such Data.
14.0 TERM AND TERMINATION:
14.1 This Agreement shall commence after approval and on the date the Agreement is fully
executed by all parties joining the Exchange and shall remain in effect for five years or until
such time as any party wishes to terminate its involvement in the Exchange.
14.2 A party may terminate, within 30 days, its participation in the Exchange and cease to be a
Member, after providing written notice to the Governing Board.
14.3 Termination for cause shall take effect immediately after the Governing Board issues a
notice of violation to the Member and such Member fails to cure the violation within 10 days
of receiving such notice.
14.4 Within 30 days of the termination date, the Member, whose membership in the Exchange
has been terminated, shall return all Data, including updates or improved Data, to the
Member that supplied the Data and shall delete and over-write all back-ups and stored
information obtained from the Exchange.
14.5 Each Member agrees not to sell, disclose, or make available any Data, updates of Data, or
improved Data, obtained through the Exchange, to anyone subsequent to termination of the
Agreement unless required to do so by law.
Where an owner of Data ceases to be a Member of the Exchange, all users of the Data
provided by the owner, shall continue to have the ability to use the Data in accordance with
the terms and conditions of this Agreement and the relevant license.
15.0 REPRODUCTION:
15.1 The Member may use and make copies of the Geospatial Data for internal or non-
commercial end-use only. The Member is required to display the fOllowing text on all
reproductions of the Geospatial Data;
Produced by (insert member name) with Data supplied under Licence by Members of the
Ontario Geospatial Data Exchange.
16.0 FREEDOM OF INFORMATION:
16.1 The parties acknowledge that Members and/or the Administrator may be subject to the
International, Federal, Provincial or Municipal information and privacy legislation, or similar
legislation (hereafter referred to as "FOI Legislation") and may be compelled pursuant to
that legislation to disclose Data provided pursuant to this Agreement.
16.2 Where the Administrator or Member, subject to legislation, receives a request for Data
provided under this Agreement, the Administrator or Member will:
a) Immediately notify the Member holding the intellectual property rights for that Data
that a request has been made through FOI Legislation for access to that Data
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b) Inform the requestor of identity of the Member who owns the intellectual property
rights in the Data or who provided the Data
c) Transfer the request to the Member holding the intellectual property rights of the
Data so they may take the lead to grant or deny access and participate in the appeal
process as set out in the FOI Legislation.
17.0 ENTIRE AGREEMENT:
17.1 These documents, schedules and licences as may be amended, from time to time, for the
Data constitute the entire Agreement between the parties. No statement, promise, condition,
understanding, inducement or representation, oral or written, expressed or implied, which is
not contained herein shall be binding or valid.
18.0 AMENDMENTS:
18.1 No variation, modification, change or amendment to this Agreement shall be valid or deemed
to be valid unless in writing and signed by each party.
19.0 NOTICES:
19.1 All notices, demands, designations, certificates, requests, offers, consents, approvals and/or
other instruments given pursuant to this Agreement shall be in writing and shall be validly
given when sent by registered or certified mail, or hand delivered, (i) addressed to the
Governing Board at the address set forth herein, and (ii) addressed to the Member at its
address set forth herein. The parties may specify any address as its address for the purpose
of notices under this Agreement by giving 15 days written notice to the other parties. The
parties agree to mutually designate individuals as their respective representatives for
purposes of this Agreement.
To the Member at:
John deRosenroll, CAO
Municipality of Kincardine
1475 Concession 5, RR5
Kincardine, Ontario
N2Z 2X6
To the Chairperson of the Governing Board at:
Assistant Deputy Minister
Science & Information Resources Division
Ministry of Natural Resources,
P.O. Box 7000,300 Water Street,
2nd Floor, North Tower,
Peterborough, Ontario K9J 8M5
Land Information Ontario
20.0 CONFLICT OF INTEREST:
20.1 If during the term of the Agreement a Member becomes aware of an actual or potential
relationship which may be considered a conflict of interest, the Member shall forthwith, in
writing, notify the Governing Board.
21.0 NO AGENCY RELATIONSHIP:
21.1 Nothing in this Agreement creates the relationship of principle and agent, employer or
employee, partnership or joint venture, between the parties.
22.0 GOVERNING LAW:
22.1 This Agreement shall be governed by and construed in accordance with the laws in force in
the Province of Ontario.
Land Information Ontario
"IN WITNESS WHEREOF the duly authorized representatives of the Ontario Geospatial Data
Exchange and THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE have duly
executed this Agreement."
SIGNED, SEALED AND DELIVERED
I n the presence of
THE CORPORATION OF THE .
MUNICIPALITY OF KINCARDINE
S6Jt
~7...,~#~JI
Chief Administrative Officer-
John deRosenroll
(we have authority to bind the
Corporation)
Land Information Ontario
)
)
)
)
)
)
)
HER MAJESTY THE QUEEN
in the right of Ontario
)
)
)
)
)
M. L. Willick
Assistant Deputy Minister
Science & Information Resources Division
(as authorized for the Province of Ontario)
1. CONTACT INFORMATION SCHEDULE 1
1.01 Organization Name
Organization Information THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
General Information about 1.02 Is your Organization a Government Agency? (Check One)
your Organization
yes.... No X
**If "YES" under which Ministry?
Ministry Contact Name Phone Number
1.03 What Is your Annual Operating Budget (Check One)
Over $100 Mllllon_
Under $100 Million X
1.11 Contact Name
Agreement Contact SUSAN SMITH
1.12 Position
This person will maintain IT COORDINATOR
the addition and deletion
of the subscriber accounts 1.13 Organization
as necessary by providing MUNICIPALITY OF KINCARDINE
changes to the Data
Exchange Administrator 1.14 Address (include Street Address, City, Province and Postal Code)
RR5, 1475 CONCESSION 5
..It is possible to have the KINCARDINE, ONTARIO
same person for all 3 N2Z 2X6
contacts
1.15 Phone
519-396.3468 EXT.125
1.16 Emsll
ssmith@klncardine.net
1.21 Contact Name
Technical Contact SUSAN SMITH
1.22 Position
This person should have IT COORDINATOR
strong GIS knowledge and 1.23 Organization
an understanding of
Geospatial Data MUNICIPALITY OF KINCARDINE
1.24 Address (include Street Address, City, Province and Postal Code)
RR5, 1475 CONCESSION 5
KINCARDINE, ONTARIO
N2Z 2X6
1.25 Phone
519.396.3468 EXT. 125
1.26 Emsll
ssmith@kincardlne.net
Land Information Ontario
1.31 Contact Name
Organization Contact MICHELE BARR
1.32 Position
This person can answer BUILDING & PLANNING MANAGER
questions about the 1.33 Organization
member organization
MUNICIPALITY OF KINCARDINE
1.34 Address (Include Street Address, City, Province and Postal Code)
RR5, 1475 CONCESSION 5
KINCARDINE, ONTARIO
N2Z 2X6
1.35 Phone
519-396-3468 EXT. 126
1.36 Emsll
cbo@kincardine.net
Land Information Ontario