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Home My WebLink About20030327.tiff RESOLUTION RE: APPROVE LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA AND AUTHORIZE CHAIR TO SIGN -ADAMS COUNTY COMMUNICATIONS CENTER, INC. 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 Adams County Communications Center, Inc., 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 Adams County Communications, Inc., 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 3rd day of February, A.D., 2003. BOARD OF COUNTY COMMISSIONERS WEL OUNTY, COLO DO ATTEST: gteli / �1/ fl' D vid E. Lon Ch 'r Weld County Clerk to t -s j r* obert D. Ma en, Pro-Tem Deputy Clerk to the B`ogrd_" - "�~ M. J. eile APP AS T9-F6 AM: `ti_ 1Y/iv' William H. Jerke my AionLy 414 4 GIeKnVVV/aad Date of signature: 1420 2003-0327 DP0010 CO : CYIs , iceC LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA THIS LICENSE AND EXCHANGE AGREEMENT is made and entered into this 3rd day of February , 2003, 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 ADAMS COUNTY COMMUNICATIONS CENTER, INC., whose address is 7321 Birch St., Commerce City, CO 80022, hereinafter referred to as "ADCOM911." WITNESSETH: WHEREAS, County and ADCOM911 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)(1), 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 upon license agreement, and WHEREAS, ADCOM911 desires to access certain orthophotography, digital planimetric data, and parcels and soils data (upon completion) through a license agreement in exchange for ADCOM911's supplying to County certain GIS usable information, such as GPS, survey, subdivision, boundary, and map information with respect to ADCOM911, 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 ADCOM911 such access and to facilitate the sharing of GIS information between ADCOM911 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 ADCOM911 stated herein, County hereby grants ADCOM911 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 ADCOM911. Page 1 of 7 Pages 2003-0327 B. This Agreement does not constitute a sale of any title or interest in the Product. Title to the Product is not transferred to ADCOM911. Ownership of the Product and of any authorized copies made by ADCOM911 is vested in County, subject to the rights granted to ADCOM911 in this License Agreement. The County reserves all rights not expressly granted to ADCOM911 by this License Agreement. C. ADCOM911 understands this is a one-time delivery and that the County has no responsibility for updating the Product or information contained therein; however, ADCOM911 may receive any update created by County upon request. County shall have no obligation or responsibility to provide maintenance, support or training to ADCOM911. 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 ADCOM911's computers or by ADCOM911'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. ADCOM911 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. ADCOM911 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. ADCOM911 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. ADCOM911 is only granted the right to use the Product during the License Period. Page 2 of 7 Pages 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 ADCOM911 agrees to provide to County the following, without cost, as the sole consideration for its receipt of the digital GIS information referred to herein: 1) Any GPS information regarding section corners, quarters, or sixteenths located within ADCOM911's service boundaries within Weld County which ADCOM911 may acquire. 2) Any additional digital GIS information for areas within ADCOM911's boundaries which may be useful to the Weld GIS system as determined by the parties hereto. ARTICLE IV No Warranties The Product has been developed solely for internal use only by the County. ADCOM911 expressly agrees that ADCOM911's use of the Product is at ADCOM911's sole risk and undertaking. ADCOM911 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. ADCOM911 AGREES THAT THE PRODUCT SHALL BE USED AND REI.TFD UPON ONLY AT THE RISK OF ADCOM911. Page 3 of 7 Pages ARTICLE V Liabilities A. NOTWITHSTANDING THE PROVISIONS OF ARTICLE IV ABOVE, IF LIABILITY CAN BE IMPOSED ON COUNTY, ADCOM911 AGREES THAT COUNTY'S AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES TO ADCOM911, 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 ADCOM911 COVENANTS AND PROMISES THAT IT WILL NOT SUE COUNTY FOR A GREATER AMOUNT. 2. 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 ADCOM911 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. ADCOM911 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 ADCOM911 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. Page 4 of 7 Pages 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. ADCOM911 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 ADCOM911. The 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. 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 ADCOM911. Page 5 of 7 Pages 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: Weld County GIS Division 1400 N 17th Avenue Greeley, Colorado 80631 ADCOM911: 7321 Birch St. Commerce City, CO 80022 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 ADCOM911 and be bound to perform its obligations under this License Agreement. 1. 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. Page 6 of 7 Pages IN WITNESS WHEREOF, said parties have hereto set their hands and seals. ATTEST: Mid �� COUNTY OF WELD: Weld County Clerk to th- � o. �fu, d�'acts'.. 4� BY: BY: ' A -ti !4t -. �I.T David E. Long, Chairma (02/03/2003) Deputy Clerk to the Y j j (W 9A Board of County Commi ioners of the QL H 1 County of Weld ATTEST: ADAMS COUNTY COMMUNICATIONS / CENTERR, INC.: • BY ,CJt BY: /thl P.< j; -. Deputy Director William T. Malone, Executive Director Page 7 of 7 Pages ,Stc:3-O%lz-7 Hello