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Home My WebLink About20061344.tiff MAY-03-2006 11 : 49 AM P. 02/07 LICENSE AGREEMENT THIS LICENSE AGREEMENT, made this M 4�{ 3 2006, is entered into by and between the COUNTY OF WELD,STA OF COLORADO, a body, politic and corporate(the "County"), and ELM f-OCm.tn awl LlfiJlµi hi se (the"Licensee"),with offices for transaction of business located at V OO ( e,f e r&ft Cdr Swdc M (Dold,CA ] CO fr6901 WITNESSETH: • WHEREAS,the Licensee has requested from Weld County a license to use the 1;ber Ms. ;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 W E (Outt4-"t 6oues.r*nm.t Fr bceriw tp owned by Weld County(the "Product")for Internal use only by tjte Licensee and the Licensees,contractors for the sole purpose of IOet4 t n i i^tbeer 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. C. The Licensee understands this is a on - as no responsibilit information contained therein. County shall ' (no obligation or responsibility to provide main enarme,support ar traintrrgr ' ��c Licensee. CGilce i it `4(11c I i<<& ("0 C; lS, �YY\ 2006-1344 �IS�ZCtIF' ®S- 15 --0fv MAY-03-2006 11 49 AM P. 03/07 LICENSE AGREEMENT PAGE 2 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 or retrieval system for any non-approved purpose without the express written permission of the County. The Licensee shall not license, sub-license, assign, lease, release, publish, transfer, sell, permit access to, distribute, allow interactive rights to, or otherwise make available the Product or any portion thereof in any form or media now known or hereinafter created to a third party without the express written permission of the County. Licensee agrees to notify its employees, agents, and any contractors of the restrictions contained in this Agreement and ensure their compliance with such restrictions. E. The Licensee agrees to recognize end 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. 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 Dlvlsion ("GIS"). The agreement shall remain in force for a term of Ioe.FI.) Con4•a#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 Y 0.DO 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. MAY-03-2006 11 49 AM P. 04/07 LICENSE AGREEMENT PAGE 3 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. P USED FOR FINAL DESIGN PURPOSE CT IS DISTRIBUTED ON AN "AS IS" BASIS. TH ES NO TIES OR GUARANTEES, EITHER EXPRESSED ,yQ OR IMPLIED, AS TO THE COMP RACY, OR CORRECTNESS OF SUCH PRODUCT, NOR ACCEPTS ANY L , ARISING FROM AN MPLETE OR MISLEADING INFORMATIO AINED THEREIN. THERE ARE NO WARRANTIES, El R ED OR IMPLI TITLE OR MERCHANTABILITY OR FITNESS OF SUCH PRODUCT FOR A PART P OSE, T OT RESPONSIBLE AND SHALL NOT BE LIABLE FORM -B4RECT, INDIRECT. INCIDENTAL, CON L PUNITIVE_.O&-SPECIAk-DA14KGES WHETHER FORESEEABLE OR UNFO OF THE PRODUCT OR INABILITY TO USE THE P OR OUT OF ANY BREACH OF ANY WAR E AGREES THA ODUCT SHALL BE USED AND RELIED UPON ONLY AT THE RISK OF THE L ARTICLE V LIABILITIES A. �fRE-HG N AGREES TO INDEMNIFY AND HOLD HARMLESSZ'ttlrC0VNYTTITI OFFICIALS,OFFI E1�1RLO_ ES AND SERVANTS-FRO- ANY LIABILITY, CLAIMS,FTHIS LSS DAhAMAG� RdC AND-ATT LY FEES ARISING OUT OF THIS AG OR PROCURING, COMPILING,COLE TE ETING, G, USING OR COMMUNICATING THE PRODUCT OR INFORMATION CONTAINED THEREIN. B. IF, ITHSTANDING ARTICLE IV ABOVE, LIABILITY CAN BE IMPQ.SEW COUNTY, LICENSEE AGREES THAT COUNTY'S AGG E LIABILITY FOR ANY AND AL SES OR INJURIES TO LI ,ARISING OUT OF ANYTHING TO BE DONE IS EUNDER, REGARDLESS OF THE CAUSE OF THE LOSS OR I JUR RDLESS OF THE NATURE OF THE LEGAL OR EQUIT HT CLAIMED TO HA IDEATED, SHALL NEVER EX HE DOLLAR AMOUNT RECEIVED BY COU THISinke,_ AG NT,AND LICENSEE COVENANTS AND PROMISES THAT IT WIL E COUNTY FOR A GREATER AMOUNT. MAY-03-2006 11 : 50 AM P. 05/07 • LICENSE AGREEMENT PAGE 4 C, 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 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. 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. MAY-03-2006 11 50 AM P, 06/07 LICENSE AGREEMENT PAGE 5 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. 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 mall, return receipt requested (deemed given three(3)days after mailed). Notice shall be given to the parties at the following addresses: 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. 0. Box 1948 Greeley, Colorado 80632 MAY-03-2006 11 : 50 AM P. 07/07 LICENSE AGREEMENT PAGE 6 The Licensee: LAI Locahw} U+' r i"! .S@r ats,s &OD Car per aft Cf> SL•rr•e 11 601M4 , CO ( oval 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. IN WITNESS WHEREOF, said parties have hereto set their hands and seals. =OARD OF COUNTY COMMISSIONERS ATTEST/Dalai ��.., COUNTY, LORADO Weld County Clerk to the Boa ►MI I MAY 15nub .Geile, Chair I r 1nr �1( BY: 'L i; (141,I _ De ty Cle tot Board ®=HC� LICENSEE: __ BY: � �� ACc., „7 STATE OF COLORADO ) ) ss: COUNTY OF WELD ) The foregoing agreement was acknowledged before me this _._day of 2006, by WITNESS my hand and official seal. My Commission expires: Notary Public Sue Quick From: Bruce Barker Sent: Thursday, May 04, 2006 1:14 PM To: Sue Quick Subject: RE: Weld County License Agreement I think they have a good point. I am OK with their changes, given that they are just getting the map for our benefit. Original Message From: Sue Quick Sent: Thursday, May 04, 2006 12:17 PM To: Bruce Barker Subject: FW: Weld County License Agreement Bruce, ELM wants to put our fiber map on their computers so they will have it out in the field. Dan from GIS gave them this agreement to sign. They crossed out some areas they felt conflicted with the locate contract. Can you take a look and see what you think. Thanks ! Susan Original Message From: Mike Hardin [mailto:mike.hardin@elmlocating.com] Sent: Thursday, May 04, 2006 12 :04 PM To: Sue Quick Subject: FW: Weld County License Agreement Sue, Attached is a copy of the license agreement. I will have three copies for you in the next few days. Matt did cross out areas of this agreement that he felt conflict with our locate contract. Please let me know if this is adequate. Thanks, Mike Hardin Regional Vice President ELM Locating and Utility Services 303 .241.9578 Original Message From: Deb Richards [mailto:deb.richards@elmlocating.com] Sent: Thursday, May 04, 2006 11:58 AM To: 'Mike Hardin' Subject: Weld County License Agreement Signed by Matt. Triplicate originals being sent to you today via UPS Next Day Air. Thanks. 1 Hello