HomeMy WebLinkAbout20112806.tiff LICENSE AGREEMENT
THIS LICENSE AGREEMENT, made this le day of October, 2011,
is entered into by and between the COUNTY OF WELD, STATE OF COLORADO, a body
politic and corporate (the "County"), and JVA, Inc., (the "Licensee"), with offices for transaction of
business located at 1319 Spruce Street, Boulder, Colorado 80302
WITNESSETH:
WHEREAS,the Licensee has requested from Weld County a license to use the geographic
information system data; 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 geographic information
system data for T10N, R61 W, Section 5 (cadastral, address points, road centerlines, and
subdivision boundaries) owned by Weld County (the "Product") for internal use only by the
Licensee and the Licensees, contractors for the sole purpose of civil engineering and related
design work for the Town of Grover 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.
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LICENSE AGREEMENT
PAGE 2
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 for a term of 2 years from the date Licensee receives the
Product from GIS.
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 $120.00 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
LICENSE AGREEMENT
PAGE 4
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.
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. 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
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 Colorado and the United States of
America.
The exclusive jurisdiction and venue for any lawsuit between the parties arising out of
this agreement shall be Weld County, Colorado, and/or the Federal District Court for the District
of Colorado.
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:
JVA, Inc.
1319 Spruce Street
Boulder, Colorado 80302
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 terms 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 WE D, STATE OF
COLORADO
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BY: L `bt. ) '
Barbara Kirkmey r, Chair
Weld County Clerk to the Board
0CT 2 4 2011
BY' /?2, ' A ,
Deputy C1ebetn"."tie•..4 d
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. LICENSEE:
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BY:
STATE OF COLORADO )
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COUNTY OF WELD )
Subscribed and sworn to before me in the county of , State of
Colorado, this O day of 0A06/1,, 20 \I\ .
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