HomeMy WebLinkAbout20023015.tiff RESOLUTION
RE: APPROVE LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA
AND AUTHORIZE CHAIR TO SIGN - NORTH METRO FIRE DISTRICT
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, the Board has been presented with a License and Exchange Agreement for
Geographic Data between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, on behalf of the Geographic Information Services
Division, and the North Metro Fire District, with terms and conditions being as stated in said
agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a
copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the License and Exchange Agreement for Geographic Data
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Geographic Information Services Division, and
the North Metro Fire District be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 18th day of November, A.D., 2002.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST:ilea J f m EXCUSEDV d, ATEi OF SIGNING (AYE)
Weld County Clerk to the ar $� Gv\ F'
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avid E. Lon yo-Te
BY: 41n) •-• n
Deputy Clerk to the Boa '. i, °t\
M. J. ile
APPROVED AS TO FORM: tc,Th
7 ) c- iam H. Jer
4 ? 7/7 -4 '
ounty Attorney 1 �S_J (\) 'V\
Robert D. Maiden
Date of signature: 17/G
2002-3015
DP0010
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LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA l
THIS LICENSE AND EXCHANGE AGREEMENT is made and entered into this�/day of
JVao h e ' ,2002-,,,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 the
NORTH METRO FIRE DISTRICT,a special district of the STATE OF COLORADO,whose address is
10550 Huron Street,Northglenn, CO 80234, hereinafter referred to as"District."
WITNESSETH:
WHEREAS, County and District are authorized to enter into intergovernmental agreements with
one another, pursuant to C.R.S. § 29-1-203 and Colorado Constitution Article XIV, § 18(2)(1), for the
purpose of achieving greater efficiencies for the provision of services in both jurisdictions, and
WHEREAS,County has been working on the provision of a geographic information system("GIS")
for use by County personnel and by other persons,entities and local governmental jurisdictions upon license
agreement,and
WHEREAS,District desires to access certain orthophotography, digital planimetric data, and
parcels and soils data(upon completion)through a license agreement in exchange for District's supplying to
County certain GIS usable information, such as GPS, survey, subdivision,boundary, and map information
with respect to the District, 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 District such
access and to facilitate the sharing of GIS information between District 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 District stated herein, County hereby grants
District a personal,non-exclusive,non-assignable and non-transferable license for the term of this
License Agreement to use certain orthophotography, digital planimetric data, and parcels and soils
data(upon completion) owned by Weld County(hereinafter referred to as the"Product")for
internal use only by District.
B. This Agreement does not constitute a sale of any title or interest in the Product. Title to the Product
is not transferred to District. Ownership of the Product and of any authorized copies made by
District is vested in County, subject to the rights granted to District in this License Agreement. The
County reserves all rights not expressly granted to the District by this License Agreement.
C. District understands this is a one-time delivery and that the County has no responsibility for
updating the Product or information contained therein; however,District may receive any update
created by County upon request. County shall have no obligation or responsibility to provide
maintenance, support or training to District.
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,
Page 1 of 7 Pages
2002-3015
or by any information or retrieval system for any non-approved purpose without the express written
permission of County. Unrestricted use of the Product on the District's computers or by District's
contractors' or agents'computers for purposes of their contract or agency shall be considered
"approved purposes" for purposes of the restrictions set forth herein, and no written permission
shall be required for such uses. District 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 County, except for those"approved purposes" as set
forth herein above. District agrees to notify its employees, agents, and any contractors of the
restrictions contained in this License Agreement and ensure their compliance with such restrictions.
E. District 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 furnishing 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. District 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
District agrees to provide to County the following,without cost, as the sole consideration for its
receipt of the digital GIS information referred to herein:
1) Any GPS information regarding section corners, quarters,or sixteenths located
within District's boundaries which District may acquire.
1) Updated information regarding District's boundaries and infrastructure.
1) Any additional digital GIS information for areas within the District's boundaries
which may be useful to the Weld GIS system as determined by the parties hereto.
ARTICLE IV
No Warranties
The Product has been developed solely for internal use only by the County. District expressly agrees
that District's use of the Product is at District's sole risk and undertaking. District 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. UNDER NO CIRCUMSTANCE SHALL THE
Page 2 of 7 Pages
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. DISTRICT AGREES
THAT THE PRODUCT SHALL BE USED AND RELIED UPON ONLY AT THE RISK OF DISTRICT.
ARTICLE V
Liabilities
A. NOTWITHSTANDING THE PROVISIONS OF ARTICLE IV ABOVE, IF LIABILITY CAN BE
IMPOSED ON COUNTY,DISTRICT AGREES THAT COUNTY'S AGGREGATE LIABILITY
FOR ANY AND ALL LOSSES OR INJURIES TO DISTRICT,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 DISTRICT
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 District 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.
B. District 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
District 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.
Page 3 of 7 Pages
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 District 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 District. 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 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 District.
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
DISTRICT:
10550 Huron Street
Page 4 of 7 Pages
• Northglenn, CO 80234
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 District and be bound to perform its obligations under this
License Agreement.
I. 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.
IN WI SS WHERE n . •artier have hereto set their hands and seals.
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ATTEST: /�. ���;,��. = 1La COUNTY OF WELD:
Weld County Clerk to th oa . •u, ��
&61 ' �.S
BY:
BY: i.i�j ,i. /� �ua� •� Glenn Vaad, Chairman /18/2002)
Deputy Clerk to the W A 1 Board of County Commissioners of the
County of Weld k��p R�p e
ATTEST: NORTH METRO FIRE DISTRIC%
•
BY: BY: / \ 'C
Page 5 of 7 Pages
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