HomeMy WebLinkAbout20031602.tiff AGREEMENT FOR ACCESS TO CLERK&RECORDER DATA BASE
THIS AGREEMENT, dated this 13t ay of May ,2003, by and between
Prima Oil & Gas Company ,whose address is 1099 18th Street, Suite 400, Denver, CO
hereinafter referred to as "User"; Weld County Clerk & Recorder, 80202
hereinafter referred to as "Clerk& Recorder"; and Weld County, Colorado by and through the
Board of County Commissioners of Weld county, hereinafter referred to as "County".
WITNESSETH:
WHEREAS, County operates computer facilities containing General Records and Real
Estate stored on Clerk &Recorder's "ICRIS" data base, and
WHEREAS, User desires to utilize the services of County's computer facilities and make
inquiries and print requests to the Clerk & Recorder's "ICRIS" data base ("the System") for
General and Real Estate Records.
NOW, THEREFORE, in consideration of the promises and covenants contained herein,
and for other good and valuable consideration, sufficiency as hereby acknowledged, the County,
Clerk& Recorder, and User agree as follows:
1. USE OF FACILITIES
County agrees that it will provide User the right to inquiry access the System for
General Records and Real Estate located in Weld County, Colorado, and to print
documents User desires at no additional charge to that detailed in paragraph 8,
below. In no event shall County or Clerk & Recorder be responsible or liable for
any incidental, consequential, or special damages resulting from any delay or
failure to perform under this Agreement.
2. SUSPENSION OF SERVICES
County and Clerk &Recorder shall not be liable or deemed in default for any
delay or failure in the performance of this Agreement resulting directly or
indirectly from any cause, including,but not limited to, computer down time,
reformatting, and file updates. County and Clerk &Recorder specifically reserve
the right to temporarily suspend access to the System at any time for any reason.
3. DISCLAIMER OF WARRANTY
County, Clerk & Recorder, and Eagle Computer Systems, Inc., do not warrant or
guarantee the accuracy or correctness of any information furnished to User
pursuant to this Agreement. User agrees that any such information or data shall
be used or relied upon only at the risk of User. User agrees to indemnify and hold
harmless County, Clerk &Recorder, and Eagle Computer Systems, Inc., their
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elected officials, officers, employees, and servants from any liability, claims, loss,
damages, injury, costs and attorneys fees arising out of the procuring, compiling,
collecting, interpreting, or communicating of such data or information to User.
As to said information, or any computer programming or other software products
which may be supplied by County, Clerk& Recorder, and Eagle Computer
Systems, Inc., under this Agreement, there are NO WARRANTIES, EITHER
EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In no
event shall County, Clerk &Recorder, or Eagle Computer Systems, Inc., be
responsible for any incidental, consequential, or special damages arising out of the
use of data base information furnished herein.
4. PROPRIETARY RIGHTS
The System has been produced by Eagle computer Systems, Inc., for use by
County and Clerk &Recorder at considerable expense. The System constitutes
proprietary property and trade secrets of Eagle Computer Systems, Inc., County,
and Clerk & Recorder, whether or not any portion thereof is or may be validly
patented or copyrighted. All proprietary rights in the System shall at all times
remain with Eagle Computer Systems, Inc., County, and Clerk &Recorder, and
no proprietary rights hereby transfer to User.
Furthermore,User shall not reproduce by print, magnetic, electrical, optical, or
other means any portion of the System or its components without the express
written permission of Eagle Computer Systems, Inc., County, and Clerk &
Recorder. These three entities shall remain the sole owners of the computer
programs and system and at no time shall User have the right to license,
sublicense, assign, sell, copy, or otherwise make available to other persons or
institutions part or all of the System.
5. INDEMNIFICATION AND NOTICE OF DISCLOSURE
In addition to containing public record information, a substantial amount of
information stored in the County's data storage facility is confidential and not
subject to unauthorized disclosure. Many of the data processing programs,
processes, or other software products in the possession of County are confidential
and may be protected by copyright, trade secret, or other proprietary right and are
not subject to unauthorized disclosure. User agrees to indemnify and hold
harmless County, Clerk& Recorder, and Eagle Computer Systems, Inc., their
elected officials, officers, agents, and employees from all liability, claims,
damages, and expenses, including attorneys fees, arising out of the retrieval or
disclosure of any information not authorized for retrieval under paragraph 1 or
failure to comply with any provision of this Agreement. This indemnity shall
survive the termination of this Agreement.
Page 2 of 5 Pages
In the event User obtains access to any information not authorized for retrieval or
any computer programs, process, or other software in the possession of County or
Clerk &Recorder, User shall promptly give notice of such fact to Clerk &
Recorder and County. User shall promptly return or destroy such information or
material as requested by County or Clerk &Recorder and shall provide County or
Clerk&Recorder with the names and addresses of all persons known to User who
had access to or acquired knowledge of said information or material.
6. COMMENCEMENT OF SERVICES
Services to be performed under this Agreement shall commence on the date this
Agreement has been executed by both parties and shall continue until terminated
pursuant to paragraph 7, below.
7. TERMINATION
Failure of User to comply with any provision of this Agreement shall be cause for
immediate termination of this Agreement by County or Clerk &Recorder. This
Agreement may be terminated by either of the parties at any time upon 30 days
written notice to the other party. This Agreement shall continue until terminated
by either of the parties. User understands and acknowledges that this Agreement
shall be in effect from its date of signature to and until such time as County and
Clerk &Recorder develop software capable of enabling the monitoring and
charging of fees for printouts of documents from the System. At such time as this
Agreement is terminated,User shall not be entitled to the return or refund of any
or all of its payment made pursuant to paragraph 8, below.
8. PAYMENT TO COUNTY
Payment to County for services under this Agreement shall be_by Use.e 4.r on the date
of signature hereunder. Payment shall be a flat fee of$300.00+, w'hic shall not Q£ L
be returnable or refundable if this Agreement is terminated pursuant to the
provisions of paragraph 7, above.
9. EQUIPMENT
User shall provide its own computer hardware and modem(s) for interface to the
System.
10. INDEPENDENT CONTRACTOR
County and Clerk &Recorder are independent contractors and nothing contained
herein shall constitute or designate County, Clerk& Recorder, or any of their
employees or agents as agents or employees of User.
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11. ATTORNEYS FEES AND COSTS
In the event that any action is filed in relation to the payment of fees for services
provided under this Agreement, the unsuccessful party in the action shall pay to
the prevailing party, in addition to all other sums that either party may be called
upon to pay, the prevailing party's costs and reasonable attorneys fees.
12. NOTICES
Any notice required to be given by this Agreement shall be considered delivered
upon mailing,postage prepaid, to the party as appropriate, unless otherwise
provided herein, addressed as follows:
COUNTY:
Director of Information Services
915 Tenth Street
PO Box 758
Greeley, CO 80632
CLERK&RECORDER:
Weld County Clerk&Recorder
1402 N. 17th Avenue
Greeley, CO 80631
USER:
13. ASSIGNMENTS
This Agreement is voidable by County or Clerk& Recorder if assigned without
the prior written consent of County and Clerk &Recorder.
14. VENUE
Venue for any and all legal actions regarding the transaction herein shall lie in the
District Court in and for the County of Weld, State of Colorado. This transaction
shall be governed by the laws of the State of Colorado and this Agreement shall
be construed and the legal relations between the parties hereto determined in
accordance with the laws of the State of Colorado.
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15. AMENDMENT
This Agreement constitutes the entire understanding of the parties. This
Agreement cannot be modified or amended and no attempted modification or
amendment shall be valid or binding, unless executed in writing by the parties
hereto. This agreement supersedes all proposals, oral or written, and all other
prior communications between the parties relating hereto. Any waiver by either
party of any requirement of this Agreement shall not constitute a waiver of any
other requirement of this Agreement nor the same requirement on a separate
occasion. User acknowledges that it has read, understands, and is bound by each
and every term hereof and incorporated herein.
The terms and conditions of this Agreement shall prevail not with standing the
variance of any terms and conditions of any purchase order submitted to County.
SIGNED this 13 day f May , 2003.
ATTEST: Lefiel1L WELD COUNTY, COLORADO, BY AND
`L THROUGH THE BOARD OF COUNTY
CLERK TO THE BOARD COMMISSIONERS OF WELD COUNTY
0 4V2
BY: Gy�( la
Jc • ,.L� � BY: em.
Deputy Clerk to the oath ‘? David E. Long , Chairman
- - (06/09/2003)
WELD COUNTY CLERK& RECORDER
Steve oreno
USER: PRIMA OIL & GAS COMPANY
BY:
G. alter Lu ord, Attorney-In-Fact
SUBSCRIBED AND SWORN to before me thi3Iday of
WITNESS my hand and official seal. ���
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