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LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA
THIS LICENSE AND EXCHANGE AGREEMENT(the"License Agreement")is made
and entered into this day of , 2004, 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, Colorado 80632, hereinafter referred to as "County," and the GREATER BRIGHTON
FIRE PROTECTION DISTRICT, a special district of the STATE OF COLORADO, whose
address is 425 Main Street, Brighton, Colorado 80601, hereinafter referred to as "District,"
collectively referred to as the"Parties."
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)(I), 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 through an appropriate 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 useable information, such as GPS, survey,
subdivision, boundary, and map information with respect to the District, and
WHEREAS,the Parties desire to enter into this License Agreement for the purpose of
allowing District such access and to facilitate the sharing of GIS and GIS usable information
between District and County.
NOW, t'HLREFORE,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
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2004-2901
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, 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 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 U
Period of License Agreement
A. This License Agreement shall commence upon the date the last party signs the License
Agreement, 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 30 days 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 IR
Provision of Information to County
District agrees to provide to County the following, without cost, as the sole consideration
for its receipt of the Product:
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1) Any GPS information regarding section corners, quarters, or sixteenths located
within District's boundaries which District may acquire.
2) Updated information regarding District's boundaries and infrastructure.
3) 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.
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 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.
SIMILARLY, THE INFORMATION DISTRICT PROVIDES TO COUNTY
PURSUANT TO THIS LICENSE AGREEMENT IS ON AN "AS IS" BASIS. DISTRICT
MAKES NO WARRANTIES OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, AS
TO THE COMPLETENESS, ACCURACY, OR CORRECTNESS OF SUCH INFORMATION,
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 INFORMATION FOR A PARTICULAR PURPOSE.
DISTRICT 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 INFORMATION OR INABILITY TO USE THE INFORMATION OR OUT OF ANY
BREACH OF ANY WARRANTY. COUNTY AGREES THAT THE INFORMATION SHALL
BE USED AND RELIED UPON ONLY AT THE RISK OF COUNTY.
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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. NOTWITHSTANDING THE PROVISIONS OF ARTICLE IV ABOVE, IF LIABILITY
CAN BE IMPOSED ON DISTRICT, COUNTY AGREES THAT DISTRICT'S
AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES TO
COUNTY, 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 DISTRICT UNDER THIS LICENSE AGREEMENT, AND
COUNTY COVENANTS AND PROMISES THAT IT WILL NOT SUE DISTRICT
FOR A GREATER AMOUNT.
C. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO WAIVE OR LIMIT
ANY RIGHT OR DEFENSE AVAILABLE TO COUNTY OR THE DISTRICT UNDER
THE "COLORADO GOVERNMENTAL IMMUNITY ACT" OR ANY SIMILAR OR
RELAIED STATUTORY PROVISION.
ARTICLE VII
Breach and Remedies
In the event either party breaches any of the terms, conditions, or covenants contained in
this License Agreement, the non-breaching party shall thereupon have the right to any and all
legal or equitable remedies, including but not limited to injunctive relief, and termination of this
Agreement.
ARTICLE VII
Non-Assignability
Neither this License Agreement nor the rights granted by it shall be assigned or
transferred by the District or the County 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.
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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 and the County will do or cause to be done all things necessary to preserve
their rights and meet their obligations under this License Agreement.
B. This License Agreement contains no financial commitments on the part of the County or
the District, and any financial commitments on the part of the County or the District that
become a part of this License Agreement are subject to appropriation by the Board of
County Commissioners of Weld County, State of Colorado, or the District. 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. Similarly, if District
funds for this License Agreement are not appropriated for each District fiscal year, the
District may terminate this License Agreement upon thirty(30) days written notice to
County. The District'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. My 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,
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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:
Greater Brighton Fire Protection District
425 Main Street
Brighton, Colorado 80601
Attn: Fire Chief
H. The undersigned warrants to the County that it has Bill 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 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 Parties that any entity other than the Parties receiving services or
benefits under this License Agreement shall be deemed an incidental beneficiary only.
IN WITNESS WHEREOF, the Parties have hereto set their hands and seals.
IE \T: 4ijyt COUNTY OF WELD:
.pl 1 h. �ty Clerk to the Board
1861 _Trv.
By: . 1\1\,}, SEP 27 2004
t`w,\ s eputy Clerk to the Board Robert . Masden, Chairman
Board of County Commissioners of
the County of Weld
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ATTEST: GREATER BRI FIRE
PROTECTI D T:
By: By:
Ro Parker, Fire Chief
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