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Home My WebLink About20042520.tiff LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA THIS LICENSE AND EXCHANGE AGREEMENT is made and entered into thisr).5+h day of novernber , 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 TOWN OF FIRESTONE, a municipal corporation of the STATE OF COLORADO, whose address is 151 Grant Avenue, P.O. Box 100, Firestone, CO 80520, hereinafter referred to as"Town." WITNESSETH: WHEREAS, County and Town are authorized to enter into intergovernmental agreements with one another,pursuant to C.R.S. §29-1-203 and Colorado Constitution Article XIV, § 18(2Xa); and WHEREAS, County has created a geographic information system("GIS")for use by County personnel and by other persons, entities and local governments; and WHEREAS, County is willing to grant Town access to certain orthophotography, digital planimetric data, and parcels and soils data(upon completion) pursuant to a license agreement in exchange for Town's supplying to County certain GIS usable information, such as Global Positioning System, survey, subdivision, boundary, and map information relating to Town; 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 Town such access and to facilitate the exchange of GIS information between Town 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 stated herein, County hereby grants Town 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 by Town. Page 1 of 7 Pages OPoo t o 2004-2520 aSe-M-OL/ 0e ; GAS/ FQEsrive B. This Agreement does not constitute a sale of any title or interest in the Product. Title to the Product is not transferred to Town. Ownership of the Product and of any authorized copies made by Town is vested in County, subject to the rights granted to Town in this License Agreement. County reserves all rights not expressly granted to Town by this License Agreement. C. Town understands this is a one-time delivery and that County has no responsibility for updating the Product or information contained therein; however, Town may receive any update created by County upon request. County shall have no obligation or responsibility to provide maintenance, support or training to Town. 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 by Town, or by Town's contractors or agents for purposes of their contract or agency, shall be considered"approved purposes" for which no written permission shall be required. Town shall not license, sub-license, assign, lease, releace, 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. Notwithstanding the foregoing, Town shall have the right to provide hard copies of the Product to third parties pursuant to a request under the Public Records laws of the State of Colorado, if subject to disclosure under such laws. Town agrees to notify its employees, agents, and any contractors of the restrictions contained in this License Agreement. E. Town 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. F. Nothing herein shall impose a duty of confidentiality upon either party with respect to information currently available in other formats unless otherwise restricted by separate law or agreement. G. UNDER NO CIRCUMSTANCE SHALL THE PRODUCT BE USED FOR FINAL DESIGN PURPOSES. ARTICLE II Period of License Agreement Page 2 of 7 Pages A. This License Agreement shall commence upon execution by both parties and shall remain in force for a period of one year. The Agreement shall be renewed automatically for successive one-year periods, unless sooner terminated by either party upon thirty days written notice, subject to the provisions of sub-paragraph C, below. B. Town is granted the right to use the Product during the License Period, as defined in sub- paragraph A, above. C. The provisions of this License Agreement regarding confidentiality and use(Article I, Paragraph D) and the provisions of Articles IV, V, and VI shall survive termination of this License Agreement. ARTICLE III Provision of Information to County Town agrees to provide to County the following(hereinafter referred to as the"Town Data"), without cost, as the sole consideration for its receipt of the digital GIS information referred to herein: 6) GPS information regarding section corners, quarters, or sixteenths located within Town's boundaries which Town may acquire. 7) Updated information regarding Town's boundaries and infrastructure, including address information. 8) Digital information regarding new subdivisions approved within Town's boundaries. ARTICLE IV No Warranties The Product has been developed solely for internal use by County. Town expressly agrees that Town's use of the Product is at Town's sole risk and undertaking. County expressly agrees that County's use of Town Data is at County's sole risk and undertaking. Each party understands and acknowledges that the GIS database and data in the Product and in Town Data is subject to constant change and that its accuracy and completeness cannot be and is not guaranteed. THE PRODUCT AND TOWN DATA ARE DISTRIBUTED ON AN"AS IS" BASIS, AND NEITHER PARTY MAKES ANY WARRANTIES OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, AS TO THE COMPLETENESS, ACCURACY, OR CORRECTNESS OF SUCH PRODUCT OR TOWN DATA, NOR DOES EITHER PARTY ACCEPT ANY LIABILITY, ARISING FROM ANY INCORRECT, INCOMPLETE OR Page 3 of 7 Pages MISLEADING INFORMATION CONTAINED THEREIN. THERE ARE NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, OF TITLE OR MERCHANTABILITY OR FITNESS OF SUCH PRODUCT OR TOWN DATA FOR A PARTICULAR PURPOSE. ARTICLE V Liabilities A. NOTWITHSTANDING THE PROVISIONS OF ARTICLE IV ABOVE, IF LIABILITY CAN BE IMPOSED ON COUNTY, TOWN AGREES THAT COUNTY'S AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES TO TOWN, 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 ACTUAL VALUE OF THE CONSIDERATION RECEIVED BY COUNTY UNDER THIS LICENSE AGREEMENT, AND TOWN 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, DEFENSE, IMMUNITY OR OTHER PROTECTION, OR THE MONETARY LIMITS OF LIABILITY AVAILABLE TO COUNTY OR TOWN UNDER THE"COLORADO GOVERNMENTAL IMMUNITY ACT" OR ANY SIMILAR OR RELATED STATUTORY PROVISION. ARTICLE VI Breach And Remedies A. In the event Town breaches any of the terms, conditions, or covenants contained in this License Agreement, not only shall the license granted herein inunediately cease, but County shall thereupon have the right to any and all legal or equitable remedies, including but not limited to injunctive relief. B. Town acknowledges that use or disclosure of the Product in violation of this License Agreement may cause irreparable harm to County. ARTICLE VII Non-Assignability Neither this License Agreement nor the rights granted by it shall be assigned or transferred by Town under any circumstance whatsoever. This restriction on assignments and transfers shall Page 4 of 7 Pages 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 U.S. District Court for the District of Colorado. ARTICLE IX Miscellaneous A.. Town 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 County, and any financial commitments on the part of 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, County may terminate this License Agreement upon thirty(30) days written notice to Town. 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. 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. E. Nothing contained herein shall imply an employer/employee relationship, a joint venture, partnership, or other association between County and Town. F. 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 Page 5 of 7 Pages parties at the following addresses: COUNTY: Weld County GIS Division 1400 N 17th Avenue Greeley, Colorado 80631 with a copy to: Weld County Attorney P. O. Box 758 Greeley, Colorado 80632 TOWN: 151 Grant Avenue P.O. Box 100 Firestone, CO 80520 with a copy to: Light, Harrington&Dawes, P.C. 1512 Larimer Street, Suite 550 Denver, CO 80202 G. Town warrants to County that the person signing on its behalf has full power and authority to enter into, and where applicable, to act as the agent of Town and be bound to perform its obligations under this License Agreement. H. This License Agreement contains the entire agreement and understanding between the parties and supersedes any other agreements concerning the subject matter of this transaction, whether oral or written. This License Agreement may be amended only by an instrument in writing signed by the parties. 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. Nothing in this License Agreement shall be construed to give any rights or benefits under this License Agreement to anyone other than County and Town, and all duties and responsibilities undertaken pursuant to this License Agreement will be for the sole and exclusive benefit of County and Town and not Page 6 of 7 Pages for the benefit of any other party. IN WITNESS WHEREOF s have hereto set their hands and seals. AlIEST: /led, COUNTY OF WELD: V: Weld County Clerk to the B ' BY: Rt,-.93tt BY: Robert D.. Masden, Chair 08/18/2004 eputy Clerk t the Board Board of County Commissioners of the �\ ONE "%,..„ County of Weld / ' TO*IS i Al LT:SEAL .' et, TOWN OF FIRESTONE: •.u000M1y�� nn BY: ��i , ' B / BY: dopy Hfood, Clerk Michael P. imone, Mayor FACm pany\FaatorcNgremmm\WeidCoO!S(fmallwpd Page 7 of 7 Pages Firestone A Community In Motion Town Of Firestone Office of the Town Clerk Post Office Box 100 151 Grant Avenue fl © m v�L Firestone, Colorado tC 80520-0100 AUG 7 22004 ' (303)833-3291 Fax(303) 833-4863 wEL August 11, 2004 ATTpgNEY Coo 1/4,Fr/cc Bruce T. Barker Weld County Attorney P.O. Box 758 915 10th Street Greeley, CO 80632 RE: License and Exchange Agreement for Geographic Data Dear Mr. Barker: Enclosed is one copy the License and Exchange Agreement for Geographic Data between Weld County and the Town of Firestone. Two originals of this agreement were sent to your attention in November 2002 and it was requested that one executed original be returned to the Town. Please retum one original agreement to the Town of Firestone. Sincerely, Jtl9y legit Town Clerk Hello