HomeMy WebLinkAbout20123351.tiff LICENSE AGREEMENT
THIS LICENSE AGREEMENT, made this 8th day of November, 2012, is entered into by and
between the COUNTY OF WELD, STATE OF COLORADO, a body politic and corporate (the
"County"), and the University of Wyoming, a constitutionally-established entity of the State of
Wyoming(the "Licensee"), with offices for transaction of business located at 1000 E. University
Avenue, Laramie, Wyoming.
WITNESSETH:
WHEREAS, the Licensee has requested from Weld County a license to use the Parcel
Dataset; and
WHEREAS, the County is willing to grant said license to Licensee subject to the limitations
and provisions set forth in this agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein, the
parties hereby agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
A. In consideration of Licensee's payment of the sum set forth in Article III, the County
hereby grants the Licensee a personal, non-exclusive, non-assignable and non-transferable
license for the term of this agreement to use the Parcel Dataset owned by Weld County(the
"Product") for internal use only by the Licensee and the Licensees, contractors for the sole
purpose of academic research and as restricted by this agreement in
Article IV.
B. This Agreement does not constitute a sale of any title or interest in the Product. Title to the
Product is not transferred to Licensee. Ownership of the Product and of any authorized copies
made by Licensee is vested in the County, subject to the rights granted to Licensee in this
agreement. The County reserves all rights not expressly granted to the Licensee by this
agreement.
LICENSE AGREEMENT
PAGE 2
2012-3351
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C. The Licensee understands this is a one-time delivery and that the County has no responsibility
for updating the Product or information contained therein. County shall have no obligation or
responsibility to provide maintenance, support or training to Licensee.
D. No part of the Product may be copied, reproduced or transmitted in any form or by any means
whatsoever, including but not limited to, electronic, mechanical, photocopying, recording,
scanning, or by any information retrieval system except for "approved purposes", without the
express written permission of the County. "Approved purposes"under this agreement shall
include the following:
1. Unrestricted use of the Product on the Licensee's computers or by Licensee's contractors'
or agents' computers for purposes of their contract or agency;
2. Use by the Licensee to create a 'new product', which uses as a component of said 'new
product' some or all of the information contained in the Product provided to Licensee
under the terms of this License Agreement. In order to constitute a new product, the
Licensee must demonstrate to the County that the Licensee shall add meaningful
additional information to some or all of the data contained in the Product; shall
reorganize some or all of the data contained in the Product to make it usable to the
audience to whom the Licensee intends to provide the data; and/or shall extrapolate some
of the data contained in the Product in order to formulate and present opinions as to the
meaning of the data. A copy of the Licensee's explanation of how it intends to create a
new product from the Product is attached to this License Agreement as Exhibit A.
LICENSEE IS SPECIFICALLY PROHIBITTED FROM LICENSING, SUB-LICENSING,
ASSIGNING, LEASING, PUBLISHING, TRANSFERRING, SELLING, PERMITTING ACCESS TO,
DISTRIBUTING, ALLOWING INTERACTIVE ACCESS TO, OR OTHERWISE MAKING
AVAILABLE THE PRODUCT OR ANY PORTION THEREOF T 0 ANY THIRD PARTY FOR ANY
PURPOSE OTHER THAN AN APPROVED PURPOSE AS DEFINEDABOVE.
Licensee agrees to notify its employees, agents, and any contractors of the restrictions contained
in this License Agreement, and ensure their compliance with all restrictions.
E. The Licensee agrees to recognize and honor in perpetuity the copyrights, and other proprietary
claims for survey control information, databases, collateral information, and products
established or produced by the County or the vendors furnishing said items to the County.
LICENSE AGREEMENT
PAGE 3
ARTICLE II
PERIOD OF AGREEMENT
A. This agreement shall commence upon payment in full to the County of the sum set forth in
Article III by certified check to "Weld County" and upon the Licensee's receipt of the Product
from the Weld County Geographic Information Systems Division ("GIS"). The agreement
shall remain in force until 12/31/2013.
B. The Licensee is only granted the right to use the Product during the License Period.
This agreement shall automatically terminate upon the expiration of the term.
C. The provisions of this agreement regarding confidentiality and restrictions (Article I,
Paragraph D) and the provisions of Articles IV, V, and VI shall survive termination of this
agreement for any reason.
ARTICLE III
AGREEMENT SUM
The Licensee shall pay to the County $0 by certified check upon execution of this agreement
by Licensee and prior to receipt of the Product. Payment shall be made in full without deduction for any
sales, use or other taxes or similar charges, which shall be paid exclusively by Licensee.
ARTICLE IV
NO WARRANTIES
The Product has been developed solely for internal use only by the County. Licensee expressly
agrees that use of the Product is at Licensee's sole risk. The Licensee understands and acknowledges that
GIS database and data in the Product is subject to constant change and that its accuracy and
completeness cannot be and is not guaranteed. The designation of lots or parcels or land uses in the data
base does not imply that the lots or parcels were legally created or that the land uses comply with
applicable State or Local law. UNDER NO CIRCUMSTANCE SHALL THE PRODUCT BE USED
FOR FINAL DESIGN PURPOSES. THE PRODUCT IS DISTRIBUTED ON AN "AS IS" BASIS. THE
COUNTY MAKES NO WARRANTIES OR GUARANTEES, EITHER EXPRESSED OR IMPLIED,
AS TO THE COMPLETENESS, ACCURACY, OR CORRECTNESS OF SUCH PRODUCT, NOR
ACCEPTS ANY LIABILITY, ARISING FROM ANY INCORRECT, INCOMPLETE OR
MISLEADING INFORMATION CONTAINED THEREIN. THERE ARE NO WARRANTIES,
EITHER EXPRESSED OR IMPLIED, OF TITLE OR MERCHANTABILITY OR FITNESS OF SUCH
PRODUCT FOR A PARTICULAR PURPOSE.
LICENSE AGREEMENT
PAGE 4
THE COUNTY IS NOT RESPONSIBLE AND SHALL NOT BE LIABLE FOR ANY
DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES
WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF USE OF THE PRODUCT
OR INABILITY TO USE THE PRODUCT OR OUT OF ANY BREACH OF ANY WARRANTY.
THE LICENSEE AGREES THAT THE PRODUCT SHALL BE USED AND RELIED UPON ONLY
AT THE RISK OF THE LICENSEE.
ARTICLE V
LIABILITIES
A. TO THE EXTENT OF ITS OBLIGATIONS AND ABILITIES UNDER WYOMING LAW
AND ITS APPLICABLE INSURANCE, THE LICENSEE AGREES TO INDEMNIFY AND
HOLD HARMLESS THE COUNTY, ITS OFFICIALS, OFFICERS, EMPLOYEES AND
SERVANTS FROM ANY LIABILITY,
CLAIMS, LOSS, DAMAGES, INJURY, COSTS AND ATTORNEY FEES ARISING OUT
OF THIS AGREEMENT OR PROCURING, COMPILING, COLLECTING,
INTERPRETING, PRODUCING, USING OR COMMUNICATING THE PRODUCT OR
INFORMATION CONTAINED THEREIN.
B. IF, NOTWITHSTANDING ARTICLE IV ABOVE, LIABILITY CAN BE IMPOSED ON
COUNTY, THEN LICENSEE AGREES THAT COUNTY'S AGGREGATE LIABILITY
FOR ANY AND ALL LOSSES OR INJURIES TO LICENSEE, ARISING OUT OF
ANYTHING TO BE DONE OR FURNISHED HEREUNDER, REGARDLESS OF THE
CAUSE OF THE LOSS OR INJURY AND REGARDLESS OF THE NATURE OF THE
LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL
NEVER EXCEED THE DOLLAR AMOUNT RECEIVED BY COUNTY UNDER THIS
AGREEMENT, AND LICENSEE COVENANTS AND PROMISES THAT IT WILL NOT
SUE COUNTY FOR A GREATER AMOUNT.
C. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO WAIVE OR LIMIT
ANY RIGHT OR DEFENSE AVAILABLE TO COUNTY UNDER THE "COLORADO
GOVERNMENTAL IMMUNITY ACT", §§24-10-101 et seq., C.R.S. OR ANY SIMILAR
OR RELATED STATUTORY PROVISION AS APPLICABLE NOW OR HEREAFTER
AMENDED.
LICENSE AGREEMENT
PAGE 5
D. Licensee does not waive its sovereign immunity or its governmental immunity by entering into
this Agreement and fully retains all immunities and defenses provided by law with regard to any
action based on this Agreement. Any actions or claims against Licensee under this Agreement
must be in accordance with and are controlled by the Wyoming Governmental Claims Act, W.S.
1-39-101 et seq. (1977) as amended.
ARTICLE VI
BREACH AND REMEDIES
A. In the event the Licensee breaches any of the terms, conditions, covenants, or
agreements contained in this agreement, not only shall the license granted herein
immediately cease, but the County shall thereupon have the right to any and all legal or
equitable remedies, including but not limited to injunctive relief.
B. Licensee acknowledges that use or disclosure of the Product in violation of this
agreement may cause irreparable harm to the County.
ARTICLE VII
NON-ASSIGNABILITY
Neither this agreement nor the rights granted by it shall be assigned or transferred by
the Licensee under any circumstance whatsoever. This restriction on assignments and
transfers shall apply to assignments or transfers by operation of law, as well as by contract,
merger, or consolidation. Any attempted assignment or transfer in derogation of this prohibition
is void.
ARTICLE VIII
GOVERNING LAW
The validity, interpretation, and construction of this agreement shall be governed by and
construed in accordance with the laws of the State of Wyoming and the United States of
America. The exclusive jurisdiction and venue for any lawsuit between the parties arising out of
this agreement shall be Albany County, Wyoming, and/or the Federal District Court for the District
of Wyoming.
LICENSE AGREEMENT
PAGE 6
ARTICLE IX
MISCELLANEOUS
A. The Licensee will do or cause to be done all things necessary to preserve its rights and
meet its obligations under this agreement.
B. This agreement contains no financial commitments on the part of the County, and any
financial commitments on the part of the County which become a part of this Agreement
are subject to appropriation by the Board of County Commissioners of Weld County,
State of Colorado. If County funds for this agreement are not appropriated for each
County fiscal year, the County may terminate this agreement upon thirty (30) days
written notice to Licensee. The County's fiscal year is currently the calendar year.
C. Captions used in this agreement are for convenience and are not used in the
construction of this agreement.
D. This agreement contains the entire agreement of the parties. No other representation
whether oral or written may be relied upon by either party other than those that are
expressly set forth herein. No agent, employee or other representative of either party is
empowered to alter any of the terms herein unless done in writing and signed by an
authorized representative of the parties. No amendment may be made to this Agreement
unless such amendment is first reduced to writing and duly executed by authorized
representatives of both parties.
E. If for any reason a court of competent jurisdiction finds any provision of this agreement,
or portion thereof, to be unenforceable, that provision shall be enforced to the maximum
extent permissible so as to effect the intent of the parties, and the remainder of this
agreement shall continue in full force and effect.
F. Nothing contained herein shall imply an employer/employee relationship, a joint venture,
partnership, or other association between County and Licensee.
G. Any notice or communication given pursuant to this agreement shall be given in writing,
either in person (deemed given when actually received) or by certified mail, return
receipt requested (deemed given three (3) days after mailed). Notice shall be given to
the parties at the following addresses:
LICENSE AGREEMENT
PAGE 7
The County:
Weld County GIS Division
1400 N. 17th Avenue
P. 0. Box 758
Greeley, Colorado 80632
with a copy to:
Weld County Attorney
P. O. Box 1948
Greeley, Colorado 80632
The Licensee:
Department of Agricultural and Applied Economics
University of Wyoming
Dept. 3354
1000 E. University Ave
Laramie, WY 82072
H. The undersigned warrants to the County that it has full power and authority to enter into,
and where applicable, to act as the agent of the Licensee and be bound to perform its
obligations under this agreement.
It is expressly understood and agreed that the enforcement of the terns and conditions of this
Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to
the undersigned parties and nothing in this Agreement shall give or allow any claim or right of
action whatsoever by any other person not included in this Agreement. It is the express
intention of the undersigned parties that any entity other than the undersigned parties receiving
services or benefits under this Agreement shall be an incidental beneficiary only.
LICENSE AGREEMENT
PAGE 8
IN WITNESS WHEREOF, said parties have hereto set their hands and seals.
BOARD OF COUNTY COMMISSIONERS
ATTEST: OF THE COUNTY OF WELD, STATE OF
�, 1' COLORADO
O"M�.Ib, 1JaMAdJ(A-0�/�/ BY: —, cb
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Sean P. Conway, Shah
Weld County Clerk to the Board NOV
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LICENSEE:
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BY: Martha Miller, Procurement Services
STATE OF WYOMING )
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COUNTY OF ALBANY )
S bscribed and sworn to before me in the county of Albany, State of Wyoming, this 944 day of
Ol/ hither , 20 la.
(�a�sofficia ature
(Notary's � )
July 30) X6`1
. (Co mission expiration date)
MELISSA 0 SAMP-NOTARY PUBLIC
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County of Slate of
Albany �',: �' Wyoming
My Commission Expires July 30,2014
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