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Home My WebLink About810528.tiff RESOLUTION RE: APPROVAL OF LICENSE AGREEMENT BETWEEN WELD COUNTY, COLORADO AND CHESTERFIELD COUNTY, VIRGINIA WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County , Colorado, and WHEREAS, Chesterfield County, Virginia has developed a library circulation computer software system comprised of com- puter programs , job control language and documentation, and WHEREAS, Weld County, Colorado desires to obtain a limited license to use said system upon the terms and conditions set forth in a license agreement, and WHEREAS, said license agreement has been presented to the Board of County Commissioners for approval, and WHEREAS, the Board desires to approve said agreement. NOW, THEREFORE, BE IT RESOLVED by the Board of County Com- missioners of Weld County, Colorado that the license agreement between Weld County, Colorado and Chesterfield County, Virginia be, and hereby is , approved. BE IT FURTHER RESOLVED by the Board of County Commissioners of Weld County, Colorado that the Chairman of the Board be, and hereby is , authorized to sign said license agreement. The above and foregoing Resolution was , on motion duly made and seconded, adopted by the following vote on the 25th day of March, A.D. , 1981. BOARD OF COUNTY COMMISSIONERS ATTEST: 1,2,.(4J (2,,,,,,,,,:-7 -, r'r.., ' , WELD COUNTY, COLORADO Weld County "Clerk and Recorder and Clerk 9t�o the and C Carlson, Chairman C By,�: (i'.0 CCf- / /y/d c.(�-, ( "� ABSENT // Deputy unty Clerk1 Norman C /arls `on, Pro-Tem &PPROVED AS TO FORM: /'//A 4C/ �� C. W. Kirby Co ty Attorney ABSENT J T. Martin e K. Steinmark m 8 10 528 / L I , .y) DATE PRESENTED: MARCH 25 , 1981 LICENSE AGREEMENT THIS AGREEMENT is made and entered into this 8th day of April , 1981 , by and between the COUNTY OF CHESTER- FIELD, VIRGINIA, a political subdivision of the Commonwealth of Virginia, hereinafter referred to as "County, " and WELD COUNTY, COLORADO, a political subdivision of the State of Colorado, here- inafter referred to as "Purchaser. " W I N E S S E T H : WHEREAS, the County has developed a library circulation computer software system comprised of computer programs , job control language and documentation, hereinafter referred to as the "System; " and WHEREAS, Purchaser desires to obtain a limited license to use the System upon the terms and conditions hereinafter set forth: NOW, THEREFORE, in consideration of the mutual covenants contained herein, Purchaser and County hereby agree as follows : 1 . LICENSE County herein grants to Purchaser and Purchaser hereby accepts from County, subject to the terms and condi- tions of this Agreement, a non-exclusive, non-transferable license to use the System, consisting of computer pro- grams and related documentation. County agrees to pre- pare all computer programs on magnetic tape for Purchaser and to submit all job control language and documentation to the Purchaser. County shall only have a duty to sub- mit documentation available to the County as of the date of this Agreement. The Purchaser shall make no copies of the System or any parts thereof; provided, however, that Purchaser may make copies necessary for user training and back-up security copies . The term of this license shall be for a period of ten (10) years from the date of this Agreement, unless sooner terminated as • herein provided. 2. PRICE AND TERMS OF PAYMENT Purchaser agrees to pay the County TWO THOUSAND DOLLARS ($2,000 .00) upon execution of this Agreement and prior to receipt of the System as complete compensation for the license to use the System. 3 . INSTALLATION a. Purchaser shall be solely responsible to provide its own consultation services, installation assis- tance and training services necessary to install the System. b. County agrees to assist the Purchaser in installing the System by providing advice through phone calls or letters so long as such advice can be rendered in the normal course of its business . In the event that Purchaser requests additional services or assistance, the County, at its option, may provide such services and equipment and Purchaser shall pay for such additional services or assistance at ' a rate to be determined by the County, plus reason- able II travel, living and out-of-pocket expenses . c . Purchaser agrees to assign adequate personnel and computer time to insure the implementation of the System. 4 . UTILIZATION a. Purchaser agrees that the System will be installed at the single data processing facility described as follows: Weld and Boulder Counties Department of Computer Services, 915 10th Street, Greeley, Colo- rado 80631 . Prior to installation of the System at any additional facilities , the Purchaser agrees to obtain the written approval of the County . b. Purchaser agrees to use the System to process' its internal or in-house data and the internal, or -2- in-house data for City of Greeley, City of Love- land and City of Fort Morgan, and Purchaser further agrees not to utilize the System to process data for clients or third parties prior to obtaining the written approval of the County. c. Purchaser will ensure that the System is used only as licensed and will not disclose or make available the System or any part or element thereof. If any unauthorized use of the System is attributable to an act of the Purchaser, Purchaser will be obligated to pay the County its damages occasioned by such unauthorized use. 5. SYSTEM WARRANTY a. THE COUNTY MAKES NO EXPRESS OR IMPLIED WARRANTIES RELATING TO THE SYSTEM, INCIAIDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FIT- NESS FOR A PARTICULAR PURPOSE . PURCHASER ACCEPTS ALL RISKS THAT THE SYSTEM MAY NOT ACCOMPLISH ANY OR ALL EXPECTATIONS OF THE PURCHASER. IF ERRORS OR OTHER DEFECTS OCCUR IN THE SYSTEM, IT SHALL BE PURCHASER' S SOLE RESPONSIBILITY TO CORRECT SUCH ERRORS OR DEFECTS . b. In no event shall County be liable for any damages, including, but not limited to, direct or indirect, foreseeable, consequential , special , or loss of profits . Purchaser will indemnify and hold harmless the County from all claims , losses or expenses that may occur at any time arising out of the Purchaser ' s use of the System. c. Risk of Loss. Purchaser shall be solely responsible for all portions of the System delivered to him and shall bear all risk of loss thereon. Any items of the System so lost will be replaced by County at • Purchaser ' s request at County ' s actual cost of replacement. -3- 6 . NONDISCLOSURE Purchaser acknowledges and agrees that the County was sole developer of the System and has an exclusive pro- prietary interest in the System. Purchaser agrees that it will not sell, lease , appropriate, reproduce, or otherwise disclose to others System programs , documen- tation, design or updates, except as provided in para- graph 1, either in whole or in part. Purchaser agrees to take all steps reasonably necessary to insure that none of its agents, representatives, officers , employees , other companies, or related units of government violate or attempt to violate the nondisclosure provisions of this paragraph 6 . In the event of a breach of the nondisclosure provisions of this Paragraph 6 , County shall be entitled to injunctive relief in addition to any other relief to which it may be entitled . 7. COPYRIGHT PROTECTION On March 13 , 1981, County complied in all respects with the copyright laws of the United States and secured the exclusive rights and privileges accruing to the holder of a certificate of registration for the System. Such certificate of registration provides numerous rights and privileges of ownership to the County. Pur- chaser agrees not to, in any way, infringe on such copy- right or permit others to do so and agrees that the County has complied with all notice requirements set out in federal law. Except to the extent provided herein, no rights in such property shall pass to the Purchaser. 8. MODIFICATIONS County shall be under no obligation to modify or update the System. If County shall modify or update the System, whether by itself or in conjunction with Purchaser, County shall have the unrestricted right to use any such modification or update for its own purposes. If Purchaser • -4- shall modify, amend or update the System, whether by itself or in conjunction with County, Purchaser shall have the unrestricted right to use such modifications or updates so long as they related to the specific needs of Purchaser. Any such modifications , amendments or updates whether implemented or ultimately reflected shall be disclosed to the County. Purchaser shall have the right to use any programs developed in the future by the County relating to the "Bookmobile" function at no additional cost to the Purchaser. Nothing herein shall be construed to create a duty on the part of the County to develop such programs . 9. NONASSIGNMENT Purchaser shall not voluntarily, involuntarily, or by operation of law, make an assignment or transfer of all or any part of its interest under this Agreement with- out the prior written consent of County. Any assign- ment without such written consent shall be null and void and otherwise wholly without effect. For the pur- poses of this paragraph 9 , an assignment shall not be deemed to include a merger, consolidation, or reorganiza- tion of or involving Purchaser or a sale by Purchaser of all or substantially all of its assets . 10 . TERMINATION a. If at any time during the term of this Agreement either party defaults in the performance of any of its obligations contained in the Agreement, the other party may, at its option, terminate this Agreement and all rights granted hereunder upon giving thirty ( 30) days written notice to the other party and a reasonable opportunity to such party to cure such default. In the alternative, either party may demand specific performance of this Agreement. -5- b. Upon termination of this Agreement by reason of default by Purchaser, Purchaser agrees to promptly return to County, at Purchaser's expense, all copies of the System programs , documentation and updates. 11. NOTICES All notices required or permitted by this Agreement shall be in writing. Any such notice shall be deemed to have been duly given when actually received by the other party or when deposited in the United States mail, reigstered or certified, postage prepaid, and addressed as follows : PURCHASER: Board of County Commissioners Weld County, Colorado 915 10th Street Greeley, Colorado 80631 COUNTY: County Administrator County of Chesterfield P. O. Box 40 Chesterfield, Virginia 23832 12. MISCELLANEOUS a. The purchase price specified in paragraph 2 does not include any local or state sales , use, or property taxes which, if assessed, shall be paid by Purchaser . b. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, void or illegal, then such provision shall be deemed to be stricken herefrom, and this Agreement, as so modified, shall remain in full force and effect. c. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agree- ment, the prevailing party shall be entitled to reasonable attorney ' s fees , in addition to any other relief to which it may be entitled. • -6- d. This Agreement constitutes the entire agreement between Purchaser and County with respect to the subject matter hereof and may be altered or amended only by a written instrument executed by both Pur- chaser and County. This Agreement supersedes all prior negotiations and written and oral communica- tions between Purchaser and County with respect to the subject matter hereof. e. Purchaser and County stipulate that the validity and construction of this Agreement shall be governed by the laws of the Commonwealth of Virginia. f. Subject to the restrictions on assignment contained in paragraph 9 , this Agreement shall be binding upon and shall inure to the benefit of Purchaser and County and their respective successors and assigns . IN WITNESS WHEREOF, the parties hereto have caused this Cr Agreement to be executed as of the a -N day of bed& , 1981. PURCHASER: /1 -�-r /- . ATTEST: l nQcs ( t ,& i c r:..,,k-7 i WELD COUNTY, COLORADO t: Weld County Clerk and Recorder and Clerk to the Board By: __ ,�_ _ 3/25/81 Chuck Carlson, Chairman Board of County Commissioners By: Q 11��,. �.:_ —Ci✓ y Deputy County Clerk APPROVED AS TO FORM: / '77 Ci / COUNTY OF CHESTERFIELD, VIRGINIA J Robert Lowebach By A sistant Weld County Attorney County Adn inistrat APPROVED AS TO FORM: � I 9514..)-12--- L. ��• .43Zc..O Steven L. Micas Chesterfield County Attorney • -7- Hello