HomeMy WebLinkAbout20022256.tiff LICENSE AGREEMENT
THIS LICENSE AGREEMENT, made this July 23rd 2002, is entered into by
and between the COUNTY OF WELD, STATE OF COLORADO, a body politic and corporate (the "County"), and
KERR-MCGEE ROCKY MOUNTAIN CORPORATION, (the "Licensee"), with offices for transaction of business
located at 1999 Broadway, Suite 3600, Denver, Colorado 80202;
WITNESSETH:
WHEREAS, the Licensee has requested from Weld County a license to use the Cadastral digital data
layer; 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 Cadastral digital data laver owned by Weld County (the "Product") for internal use
only by the Licensee and the Licensees, contractors for the sole purpose of presentations and
informational purposes 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 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 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 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.
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LICENSE AGREEMENT
PAGE 2
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
twenty(20) 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 sixty dollars ($60.00) 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 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,
LICENSE AGREEMENT
PAGE 3
COMPILING, COLLECTING, INTERPRETING, PRODUCING, USING OR COMMUNICATING THE
PRODUCT ORINFORMATION 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"
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.
LICENSE AGREEMENT
PAGE 4
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.
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:
The County: The Licensee:
Weld County GIS Division Kerr-McGee Rocky Mountain Corporation
1400 N. 17th Avenue Attn: Denver Basin Land Manager
P. 0. Box 758 1999 Broadway, Suite 3600
Greeley, Colorado 80632 Denver, Colorado 80202
with a copy to:
Weld County Attorney
P. 0. Box 1948
Greeley, Colorado 80632
LICENSE AGREEMENT
PAGE 5
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.
J/� t A �1 BOARD OF COUNTY COMMISSIONERS
ATTEST: At/ ���$� WELD COUNTY, COLORADO
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Weld County Clerk t•A e • d� '- ,
:136 � BY:
BY: E.. i, ;�r;-`, Glenn Vaad, Chair (08/12/2002)
Deputy Clerk tot d [
LICENSEE:
KERR-MCGEE OCKY M• NTAIN CORPORATION
y: JAMES P. ASON
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STATE OF COLORADO )
) ss:
COUNTY OF WELD
The foregoing agre.' ' was ackno. c'.fed before me this /c— day of4'4h 2002, by
Glenn Vaad, Chair : 2 DONNA .1 1 ci
BECHLER
WITNESS my hand..,nd'gfficial seal. /9 ,r
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STATE OF COLORADO )
CITY AND ) ss:
COUNTY OF DENVER )
The fore••'.- ment was acknowledged before me this 23rd day of July 2002, by JAMES P.
WASON, as Att•,:•T ` p. ' rr-McGee Rocky Mountain Corporation, on behalf of such corporation.
W f ES*my h rTdie: • cial seal.
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