HomeMy WebLinkAbout20021490.tiff RESOLUTION
RE: APPROVE LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA
AND AUTHORIZE CHAIR TO SIGN - USDA-NRCS
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 USDA-NRCS, 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 USDA-NRCS 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 10th day of June, A.D., 2002.
BOARD OF COUNTY COMMISSIONERS
6 WELD COUNT
� COLORADO
ATTEST: L4/ I� � � j// -Cf" &
''`'��9� Vaad Chair
Weld County Clerk to the w.f 4 i
Y Ff' i�t-1 l 4
F: pfd E. Lo ro-Te
BY: e c. a
Deputy Clerk to the Board'
M. J. Geile
4ne
T R : l /71��
'Ilia H. J rke
Robert D as en
Date of signature: /8
c c , MSL1sq-j°"), @I S 2002-1490
DP0010
LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA
THIS LICENSE AND EXCHANGE AGREEMENT is made and entered into this lOttday of
June , 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 USDA-NRCS, whose address is 655 Parfet Street, Room E200C, hereinafter
referred to as "Governmental Agency."
WITNESSETH:
WHEREAS, County and Governmental Agency 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)O), and the Soil Conservation and Domestic Allotment Act of 1935, 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, entities and local governmental
jurisdictions upon license agreement, and
WHEREAS, Governmental Agency desires to access certain orthophotography, digital
planimetric data, and parcels and soils data(upon completion) through a license agreement in exchange
for Governmental Agency's supplying to County certain GIS usable information„ 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
Governmental Agency such access and to facilitate the sharing of GIS information between
Governmental Agency 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 Governmental Agency stated herein, County
hereby grants Governmental Agency 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
Governmental Agency.
B. This Agreement does not constitute a sale of any title or interest in the Product. Title to the
Product is not transferred to Governmental Agency. Ownership of the Product and of any
authorized copies made by Governmental Agency is vested in County, subject to the rights
granted to Governmental Agency in this License Agreement. The County reserves all rights
not expressly granted to the Governmental Agency by this License Agreement.
C. Governmental Agency understands this is a one-time delivery and that the County has no
responsibility for updating the Product or information contained therein; however,
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2002-1490
Governmental Agency may receive any update created by County upon request. County shall
have no obligation or responsibility to provide maintenance, support or training to
Governmental Agency.
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 County. Unrestricted use of the Product on the Governmental
Agency's computers or by Governmental Agency'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.
Governmental Agency 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. Governmental Agency 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. Governmental Agency 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. Governmental Agency 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
Governmental Agency agrees to provide to County the following, without cost, as the sole
consideration for its receipt of the digital GIS information referred to herein, any GPS information
Governmental Agency has in its possession that would be beneficial to County.
ARTICLE IV
No Warranties
The Product has been developed solely for internal use only by the County. Governmental
Agency expressly agrees that Governmental Agency's use of the Product is at Governmental Agency's
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sole risk and undertaking. Governmental Agency 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 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. GOVERNMENTAL AGENCY AGREES THAT THE PRODUCT SHALL BE USED
AND RELIED UPON ONLY AT THE RISK OF GOVERNMENTAL AGENCY.
ARTICLE V
Liabilities
A. GOVERNMENTAL AGENCY 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 LICENSE AGREEMENT OR PROCURING, COMPILING,
COLLECTING, INTERPRETING, PRODUCING, USING OR COMMUNICATING THE
PRODUCT OR INFORMATION CONTAINED THEREIN.
B. NOTWITHSTANDING THE PROVISIONS OF ARTICLE IV ABOVE, IF LIABILITY CAN
BE IMPOSED ON COUNTY, GOVERNMENTAL AGENCY AGREES THAT COUNTY'S
AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES TO
GOVERNMENTAL AGENCY, 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
GOVERNMENTAL AGENCY 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" OR ANY SIMILAR OR RELATED STATUTORY
PROVISION.
Page 3 of 6 Pages
ARTICLE VI
Breach And Remedies
A. In the event the Governmental Agency 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. Governmental Agency 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 Governmental Agency 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. Governmental Agency 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 Governmental Agency. The County's fiscal year is 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.
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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 Governmental Agency.
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: GOVERNMENTAL AGENCY:
Weld County GIS Division USDA-NRCS
1400 N 17th Avenue 4407 29th Street Ste 300
Greeley, Colorado 80631 Greeley, Colorado 80634-8703
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 Governmental Agency 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.
J. Activities conducted under this agreement will be in compliance with the nondiscrimination
provisions as contained in the Titles VI and VII of the Civil Rights Act of 1964, as amended,
the Civil Rights Restoration Act of 1987 (Public Law 100-259 and other nondiscrimination
statutes, namely Section 504 of the Rehabilitation Act of 1973, Title IX of the Education
Amendments of 1972, the Age Discrimination Act of 1975, and in accordance with regulations
of the Secretary of Agriculture (7CFR-15, Subparts A and B) which provide that no person in
the United States shall on the grounds of race, color, national origin, age, sex, religion, marital
status, or handicap be excluded from participating in, be denied the benefits of, or be otherwise
subjected to discrimination under any program or activity receiving federal financial assistance
from the Department of Agriculture or any agency thereof.
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ATTEST:ate a/ 5r COUNTY OF WELD:
Weld County Clerk to t. :o..1861 BY:
��%K�-(/Y
I ( iQV4� ��
/ 1 . 9.�
BY: - it_. ��'� "' {�a Glenn Vaad, Chainnd5 (.6/10/2002)
Deputy Clerk to th�: • S �, Board of County Commissioners of the
`*1owe, , County of Weld
GOVERNMENTAL AGENCY:
BY:
A len Green, tate Conservationist
USDA-NRCS
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