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Home My WebLink About20111454 LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA THIS LICENSE AND EXCHANGE AGREEMENT is made and entered into this Z1 day of /`q(,y , 2011, by and between the COUNTY OF WELD, a body politic and corporate of the STATE OF COLORADO, by and through the Board of County Commissioners of the County of Weld, whose address is 915 10th Street, P.O. Box 758, Greeley, CO 80632, hereinafter referred to as "County," and LAMP RYNEARSON & ASSOCIATES, INC, a Corporation duly organized and authorized to do business in the State of Colorado, whose address is 4715 Innovation Drive, Suite 100, Fort Collins, Colorado 80525, hereinafter referred to as "Licensee." WITNESSETH: WHEREAS, County is authorized to enter into agreements with entities such as Licensee for the purpose of achieving greater efficiencies for the provision of services to the public, and WHEREAS, County has been working on the provision of a geographic information system ("GIS") for use by County personnel and by other persons, local governmental jurisdictions and other entities upon license agreement, and WHEREAS, Licensee desires to access certain GIS data consisting of ownership parcels; subdivisions, blocks and lots; road centerlines; GIS sections; and such other data approved by the Weld County GIS Coordinator owned by Weld County (hereinafter referred to as the "Product")for internal use only by Licensee, as further described below, and WHEREAS, the parties hereto desire to enter into this License and Exchange Agreement for Geographic Data (hereinafter referred to as "License Agreement") for the purpose of allowing Licensee such access and to facilitate the sharing of GIS information between Licensee and County. 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 the promises and covenants by Licensee stated herein, County hereby grants Licensee a personal, non-exclusive, non-assignable and non-transferable license for the term of this License Agreement to use certain GIS data consisting of ownership parcels; subdivisions, blocks and lots; road centerlines; GIS sections; and such other data approved by the Weld County GIS Coordinator owned by Weld County (hereinafter referred to as the "Product") for internal use only by Licensee. Page 1 of 7 Pages C\Documents and Settings\LorenS\Local Settings Temporary Internet Ftles\Content Outlook\tK954YSA\Dam Exchange Agreement Lamp Rynearson(2).doc ('et:zp� t�:Z Gllc.. tct .C�foOC/('' c CC: �.Qw�v C! copy _/5,. Cii 62 -N-11 I �nj 2011-1454 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 County, subject to the rights granted to Licensee in this License Agreement. The County reserves all rights not expressly granted to the Licensee by this License Agreement. C. Licensee and County agree that they will exchange the information described above on a semi-annual basis, beginning May 17, 2011. During the term of this License Agreement, neither Licensee, nor County shall be responsible for any payment from one to the other for the information described herein. D. Licensee understands and agrees that County has no responsibility for updating the Product or information contained therein; however, Licensee may receive any update created by County upon request. County shall have no obligation or responsibility to provide maintenance, support or training to Licensee. E 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; 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 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 O ANY THIRD PARTY FOR ANY PURPOSE OTHER THAN AN APPROVED PURPOSE AS DEFINEDABOVE. Page 2 of 7 C Documents and Seti ngs\LorenSlocal Settings Temporary Internet Files\Conteni Outlook\RK0S4YSA\Data Exchange Agreement Lamp Rynearson(2)doc 3. 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. F. 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 County or the vendors famishing said items to County. ARTICLE II Period of License Agreement A. This License Agreement shall commence upon signature hereunder and shall remain in force for a period of one year, and shall be renewed automatically for successive one year periods, unless sooner terminated by either party upon written notification, subject to the provisions of sub-paragraph C., below. B. Licensee is only granted the right to use the Product during the License Period. C. The provisions of this License Agreement regarding confidentiality and restrictions (Article I, Paragraph D) and the provisions of Articles IV, V, and VI shall survive termination of this License Agreement for any reason. ARTICLE III Provision of Information to County Licensee agrees to provide to County the following, without cost, as the sole consideration for its receipt of the digital GIS information referred to herein: All section corner and quarter corner information on found or set monuments in Weld County, Colorado, including WGS 84 Latitudes and Longitudes and NAVD 88 elevations with accuracies of plus or minus 0.2 feet. Initially, Licensee shall provide location information on approximately 120 corners. Future submittals shall be dependent on the corners located since the previous submittal ARTICLE IV No Warranties County's Product has been developed solely for internal use only by the County. Licensee expressly agrees that Licensee's use of the Product is at Licensee's sole risk and undertaking. Licensee understands and acknowledges that the GIS database and data in the Product is subject to constant change and that its accuracy and completeness cannot be and is not guaranteed. Page 3 of 7 Pages C\Documents and Settings\LorenS\Local Seningc\Temporary Internet Files\Content Outlook\AK954YSA\Data Exchange Agreement Lamp Rynearson(2).doe UNDER NO CIRCUMSTANCE SHALL THE PRODUCT BE USED FOR FINAL DESIGN PURPOSES. THE PRODUCT IS DISTRIBUTED ON AN "AS IS" BASIS. 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. 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. LICENSEE AGREES THAT THE PRODUCT SHALL BE USED AND RELIED UPON ONLY AT THE RISK OF LICENSEE. ARTICLE V Liabilities A. NOTWITHSTANDING THE PROVISIONS OF ARTICLE IV ABOVE, IF LIABILITY CAN BE IMPOSED ON COUNTY, 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 LICENSE AGREEMENT, AND LICENSEE COVENANTS AND PROMISES THAT IT WILL NOT SUE COUNTY FOR A GREATER AMOUNT. B. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO WAIVE OR LIMIT ANY RIGHT OR DEFENSE AVAILABLE TO COUNTY UNDER THE "COLORADO GOVERNMENTAL IMMUNITY ACT" OR ANY SIMILAR OR RELATED STATUTORY PROVISION. ARTICLE VI Breach And Remedies A. In the event the Licensee breaches any of the terms, conditions, covenants, or License Agreements contained in this License 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. Page 4 of 7 C:\Documents and Settings\LorenSLowl Settings\Tempurnry Inte net Flles\Cmttent Outlook\RA9S4YSA'Data Exchange Agreement Lamp Rynearson(2)doe B. Licensee acknowledges that use or disclosure of the Product in violation of this License Agreement may cause irreparable harm to the County. ARTICLE VII Non-Assignability Neither this License 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 License Agreement shall be governed by and construed in accordance with the laws of the State of Colorado and the United States of America.The exclusive jurisdiction and venue for any lawsuit between the parties arising out of this License Agreement shall be Weld County, Colorado, and/or the Federal District Court for the District of Colorado. 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 License Agreement. B. This License 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 License Agreement are subject to appropriation by the Board of County Commissioners of Weld County, State of Colorado. If County funds for this License Agreement are not appropriated for each County fiscal year, the County may terminate this License Agreement upon thirty (30) days written notice to Licensee. The County's fiscal year is currently the calendar year. C. Captions used in this License Agreement are for convenience and are not used in the construction of this License Agreement. D. This License Agreement contains the entire License 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 Page 5 of 7 Pages C'\Documenta and Settings\LorenS\Local Settings\Temporary Internet Files Content Outlook\RK954YSA\Data Exchange Agreement Lamp Rynearson(2)doc party is empowered to alter any of the terms herein unless done in writing and signed by an authorized representative of the parties. E. If for any reason a court of competent jurisdiction finds any provision of this License 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 License 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 License 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: COUNTY: Weld County GIS Division 1400 N 17th Avenue Greeley, Colorado 80631 LICENSEE: Notice shall be sent to the address set forth in the first paragraph of this License Agreement. 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 License Agreement. This License Agreement contains the entire agreement and understanding between the parties to this License Agreement and supersedes any other agreements concerning the subject matter of this transaction, whether oral or written. It is expressly understood and agreed that the enforcement of the terms and conditions of this License Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties, and nothing contained in this License Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this License Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this License Agreement shall be deemed an incidental beneficiary only. Page 6 of 7 C Documents and Senungs\LorenS Local Seninga'remporary Internet Fles\Conmm Outlook\RKO54YSA\Dala Exchange Agreement Lamp Rynearson(2).doc , - ' IN WITNESS WHEREOF, said parties have hereto set their hands and seals. LICENSEE: BY: Loren 1V1. Steenson, P.E. Senior Vice President Lamp Rynearson & Associates, Inc. STATE OF COLORADO ) ss. County of Weld ) 4-seim. �AL�EKJ *Om 54%Sept 3,2012 The foregoing instrument was acknowledged before me this 27 day of RCA t) 2011, by Loren M. Steenson, Senior Vice President of Lamp Rynearson & Associated, Inc. My Commission Expires: r�, ATTEST: 7, BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF WELD, STATE OF COLORADO Weld County Clerk to the B2p #t %; S BYE km -�C � ll �9�i , � y By; �� . +y�L � � � � � tiara Kirkme er Chair Deputy Cler to the Board Board of County Commissioners of the County of Weld JUN 1 q 2011 Page 7 of 7 Pages C'\Documents and Settings\LorenS\Local Settings\Temporary Internet Files\Content.Outlook\RK9S4YSA\Data Exchange Agreement Lamp Rynearson(2).doc &CP/— /4(S Hello