State Of Oregon And Tualatin Valley Water District (TVWD) ~ IG190001 ~ Wate System Data Use And Confidentiality Agreement WATER SYSTEM DATA USE AND CONFIDENTIALITY AGREEMENT
This Water System Data Use and Confidentiality Agreement(Agreement) is made and
entered into by and between the GRANTEE (City of Tigard), a municipal corporation and
organized under the laws of the State of Oregon and Tualatin Valley Water District(TVWD), a
domestic water supply district organized and existing under ORS Chapter 264.
Recitals
A. The records to be shared and disclosed between the parties are such that
disclosure to the public would provide information as to water system vulnerability that would
permit unlawful disruption to or interference with the parties' water supply and those such
records are protected from disclosure under ORS 192.501(22).
B. The parties believe that execution of this Water System Data Use and
Confidentiality Agreement is appropriate to enable sharing information and protection of
confidential information from disclosure and being fully advised,
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL TERMS,
COVENANTS AND CONDITIONS SET FORTH HEREIN, THE PARTIES AGREE AS
FOLLOWS:
Records to be Shared. TVWD agrees to transmit to the City of Tigard water infrastructure
information in shapefile, or file geodatabase format. The information transmitted shall be
current as of the day of the transfer,but it is the responsibility of the receiving party to ensure
that data is updated periodically. Updated data will be provided to the receiving party upon
request, at the discretion of TVWD. The City of Tigard agrees to limit their use of the shared
data to surveying of the water system or other tasks that are specifically directed as part of a
contract or sub-contract.
TVWD cannot guarantee and makes no representation of the accuracy of the
measurements or locations on maps or information provided. Design engineer or contractor must
verify in the field. Assets that exist outside of requested area may have been removed from map.
1. Breach of Confidentiality.
a. Confidential Information. For purposes of this Agreement,the "Providing
Party" is the entity that provides confidential records to the "Receiving Party." The Receiving
Party is the entity that receives records from the Disclosing Party. Confidential Information is
that information which meets the exemptions specified under the Oregon Public Records Law,
including but not limited to information which the Providing Party and Receiving Party
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reasonably believe should be considered confidential under that law and which they agree to
keep confidential under this Agreement. In addition to any other written or verbal agreements or
understandings at the time of disclosure, this Agreement serves as an agreement by the
Receiving Party to maintain confidentiality of that Disclosing Party's Confidential Information
to the extent permitted and subject to the Oregon Public Records Law, and as provided in
paragraph 2(c)below. The Receiving Party may use or have access to the Confidential
Information only for the Receiving Party's benefit and in furtherance of this Agreement. Each
Party shall (1) limit disclosure of the confidential information to those elected officials, directors,
officers, employees and agents of the Receiving Party who need to know the Confidential
Information; (2) exercise reasonable care with respect to the Confidential Information at least to
the same degree of care as that Receiving Party employs with respect to protecting its own
proprietary and Confidential Information to perform their duties; and(3)return immediately to
the Providing Party,upon its request, all Records containing Confidential Information in
whatever form that are in the Receiving Party's possession, custody or under its control. Each
Party is expressly restricted from and shall not use confidential, intellectual property of the
Providing Party without that Providing Party's prior written consent.
b. Nondisclosure. The information provided under this Agreement includes
information as to each Party's domestic water supply that is protected from disclosure under
ORS 192.501(22),relating to public records that if disclosed would allow a person to identify or
disclose structural or operational vulnerability that would permit unlawful disruption to or
interference with the water supply. Each Party agrees not to share or disclose the information
and maps provided to it by the other under this Agreement and agrees for itself as an entity and
for its officers, employees and agents to protect as confidential such information and not release
such information to any person without the providing Party's prior expressed written permission.
C. Maintaining Confidentiality. The Receiving Party will maintain the
confidentiality of the other Providing Party's Confidential Information and not disclose it to any
person not authorized to receive it under this Agreement, subject to the limitations and within the
discretion permitted by Oregon Public Records Law, or as authorized by the Providing Party in
writing or as ordered by a court of competent jurisdiction, or unless the information has been
made public.
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d. Ownershi12 of Confidential Information. The Providing Party shall at all
times remain the owner of their Confidential Information. If the Receiving Party receives a
request for disclosure or subpoena related to Confidential Information, the receiving Party will
provide notice to the Providing Party before a response is due, and it shall be the Providing
Party's responsibility to establish that such information is exempt from disclosure. The
Providing Party shall defend, indemnify, and hold Receiving Party harmless from any claim or
administrative appeal, including costs and expenses related to the request to disclose, subject to
applicable legal limitations.
2. Remedy.
Parties acknowledge that unauthorized disclosure of Confidential Information will result
in irreparable harm to the Providing Party. In the event of breach or threatened breach of this
Agreement, the Providing Party may obtain equitable relief prohibiting the breach in addition to
any other appropriate legal or equitable relief.
3. Term.
The Term of this Agreement shall not be restricted as to time. This Agreement shall
commence on the date the Agreement is executed and will continue so long as the Records are in
the possession of the Receiving Party. The Term of this Agreement shall expire at such time as
the Receiving Party fails to comply with any of the Terms and Conditions provided herein and
following seven (7) days' written notice. The Providing Party shall require return of the
information by giving written notice to the Receiving Party's representative indicated on this
Agreement and the Receiving Party shall return all copies of the Records in whatever form upon
seven (7) days' written notice. Either Party may terminate this Agreement upon thirty (30)days'
written notice to the other, accompanied by a request for return of the information within that 30-
day period, and each Party shall comply therewith.
4. Applicable Law and Venue.
This Agreement shall be interpreted under and pursuant to the laws of the State of
Oregon. The parties agree that any venue for any action or claim arising out of or connected
with this Agreement shall be in the Circuit Court for Washington County, Oregon.
5. Severability.
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If any term or provision of this Agreement or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement
shall not be affected thereby and each term or provision of this Agreement shall be valid and
enforced as written to the full extent permitted by law.
6. Entire Agreement.
This Agreement contains the entire agreement of the parties hereto with respect to the
matters covered hereby and no other agreement, statement or promise made by any Party hereto
which is not contained herein shall be binding or valid.
7. Designated Representatives.
Each Party's representative shall be the following person and notices shall be sufficient if
delivered to that person at the address set forth below or designee as set forth in writing:
Tualatin Valley Water District City of Tigard
c/o Mark Knudson c/o Preston Beck
1850 SW 170th Avenue 13125 SW Hall Blvd.
Beaverton, OR 97003 Tigard OR 97223
8. Authority.
Persons whose signatures appear at the bottom of this Agreement represent that they are
authorized to do so and represent and warrant that this Agreement is a legal, valid and binding
obligation enforceable against each Party to this Agreement.
TUALATIN VALLEY WATER DISTRICT City of Tigard
By: By; I� 4Z
Mark Knudson Preston Beck
Chief Executive Officer GIS Program Administrator
Dated:�!�o t(,.
Dated: G
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