HomeMy WebLinkAbout20042624.tiff LICENSE AGREEMENT
THIS LICENSE AGREEMENT, made this v(( 2004,
is entered into by and between the COUNT(OF WELD,STATE OF COLORADO, a body
politic and corporate (the"County"), and Vet+(Z, 04a pp i& 5 c- (ci+tam S
(the"Licensee"), with offices for transaction of business Iocdtdd at '7 y f t En.s 4- FFe t✓H
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WITNESSETH:
WHEREAS,the Licensee has requested from Weld County a license to use the
GTS 0 i5 ;+t at arc-a ; 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 efts di gi}a/
etetek._ owned by Weld County(the"Product")for
internal use only by the Licensee and the Licensees, contractors for the sole purpose of
ALL-Etoui a( C (455 Act ton c..1'" 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.
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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 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.
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 /e c rs 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 Co\lac& G-Ic €ze_ 4 t_erica e
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.
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. 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, COMPILING, COLLECTING, INTERPRETING,
PRODUCING, USING OR COMMUNICATING THE PRODUCT OR
INFORMATION 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.
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.
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 mail, 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. O. Box 758
Greeley, Colorado 80632
with a copy to:
Weld County Attorney
P. O. Box 1948
Greeley, Colorado 80632
LICENSE AGREEMENT
PAGE 6
The Licensee:
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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.
/)./11 WEL COUNTY, COLORADO
2 3 2004
BOARD OF
COUNTY COMMISSIONERS
AUG
11, ' ` r:;52 W County Clerk to the Board Robert D. Masden, Chair
Deputy Clerk o t e Board
LICENSEE:
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The foregoing agreement was acknowledged before me this 11 day of
1 a 06o(!S , 2004, by PC' U t CI f?:›1QrLSo
WITNESS my hand and official seal.
My Commission expires:
Notary Public
"OFFICIAL SEAL"
'sole Bledsoe
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\ r_, Mancopa County
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