HomeMy WebLinkAbout20030594 RESOLUTION
RE: APPROVE LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA
AND AUTHORIZE CHAIR TO SIGN -COLORADO WATER CONSERVATION BOARD
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 Colorado Water Conservation Board, 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 Colorado Water Conservation Board, 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 5th day of March, A.D., 2003.
BOARD OF COUNTY COMMISSIONERS
��I/���� W ^COUNTY,` COLORADO
ATTEST: ,and r4 �1�'v" , ``�►a d� id E. Lon , Chair
Weld County Clerk to the toard- a ��
/ .h 4..)7 Robert D. s en, Pro-Tem
BY: , ..t5 . •
Deputy Clerk to the Boar �,l
`� �il . J. eile
AEPROV AS ripEXCUSED
William H. Jerke 1
unty Atto y 42=6414
Glenn Vaad �—
Date of signature: ..3/O
2003-0594
DP0010
C>C : Gas aced
STATE OF COLORADO
Colorado Water Conservation Board
Department of Natural Resources
1313 Sherman Street,Room 721 ► -
Denver,Colorado 80203 'I
Phone:(303)866-3441
FAX:(303)866-4474
www.cwcb.state.co.us
February 26, 2003 11 EE K La d V l Bi l Owens
Governor
Bruce Barker, FEB 2 8 2003 Greg E.Walcher
Weld County Attorney Executive Director
P.O. Box 758, 915 10th Street WELD COUNTY Rod Kuharich
Greeley, CO 80632 ! ATTORNEY'S OFFICE CWCB Director
Dan McAuliffe
Deputy Director
Dear Mr. Barker,
Please find enclosed two signed copies of Weld County's "License and Exchange Agreement for
Geographic Data". We appreciate Weld County's support in helping in the implementation of the
South Platte Decision Support System (SPDSS), by providing GIS data.
Tim Martin at Riverside Technology inc., is our contractor responsible for implementing the GIS
portion of the SPDSS. If you have any questions regarding the use of Weld County's data or
information on SPDSS, please do not hesitate to Tim Martin, myself or visit our website at
http://cdss.state.co.us.
Would you please mail me a copy of the final signed agreement.
Sincere"Zezerec,
Ray Alvarado
SPDSS Project Manager
Enclosures
Flood Protection•Water Project Planning and Financing•Stream and Lake Protection
Water Supply Protection•Conservation Planning
2003-0594
LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA
THIS LICENSE AND EXCHANGE AGREEMENT is made and entered into this --
day of it. . 2_ , 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 10`h Street, P.O. Box 758, Greeley,
CO 80632, hereinafter referred to as "County," and Colorado Water Conservation Board,
whose address is 1313 Sherman St., Denver Co, hereinafter referred to as "Governmental
Agency."
WITNESSETH:
WHEREAS, County and Governmental Agency 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 to the public, 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, Governmental Agency desires to access certain orthophotography, digital
planimetric data, and parcels and soils data(upon completion) through a license agreement in
exchange for Governmental Agency's supplying to County certain GIS usable information„ 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
Governmental Agency such access and to facilitate the sharing of GIS information between
Governmental Agency 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 Governmental Agency stated herein,
County hereby grants Governmental Agency 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
Governmental Agency.
Page 1 of 7 Pages
�?c�c5- 05,
B. This Agreement does not constitute a sale of any title or interest in the Product. Title to
the Product is not transferred to Governmental Agency. Ownership of the Product and of
any authorized copies made by Governmental Agency is vested in County, subject to the
rights granted to Governmental Agency in this License Agreement. The County reserves
all rights not expressly granted to the Governmental Agency by this License Agreement.
C. Governmental Agency understands this is a one-time delivery and that the County has no
responsibility for updating the Product or information contained therein; however,
Governmental Agency may receive any update created by County upon request. County
shall have no obligation or responsibility to provide maintenance, support or training to
Governmental Agency.
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 Governmental Agency's computers or by Governmental Agency'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. Governmental Agency 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. Governmental Agency 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. Governmental Agency 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.
Page 2 of 7 Pages
•
B. Governmental Agency 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 III
Provision of Information to County
Governmental Agency agrees to provide to County the following, without cost, as the
sole consideration for its receipt of the digital GIS information referred to herein, any GPS
information Governmental Agency has in its possession that would be beneficial to County.
ARTICLE IV
No Warranties
The Product has been developed solely for internal use only by the County.
Governmental Agency expressly agrees that Governmental Agency's use of the Product is at
Governmental Agency's sole risk and undertaking. Governmental Agency 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. GOVERNMENTAL AGENCY AGREES THAT THE PRODUCT
SHALL BE USED AND RELIED UPON ONLY AT THE RISK OF GOVERNMENTAL
AGENCY.
Page 3 of 7 Pages
ARTICLE V
Liabilities
A. GOVERNMENTAL AGENCY 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 LICENSE AGREEMENT OR PROCURING,
COMPILING, COLLECTING, INTERPRETING, PRODUCING,USING OR
COMMUNICATING THE PRODUCT OR INFORMATION CONTAINED THEREIN.
B. NOTWITHSTANDING THE PROVISIONS OF ARTICLE IV ABOVE, IF LIABILITY
CAN BE IMPOSED ON COUNTY, GOVERNMENTAL AGENCY AGREES THAT
COUNTY'S AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES
TO GOVERNMENTAL AGENCY, 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 GOVERNMENTAL AGENCY COVENANTS AND PROMISES
THAT IT WILL NOT SUE COUNTY FOR A GREATER AMOUNT.
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 Governmental Agency 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. Governmental Agency acknowledges that use or disclosure of the Product in violation of
this License Agreement may cause irreparable harm to the County.
Page 4 of 7 Pages
•
ARTICLE VII
Non-Assignability
Neither this License Agreement nor the rights granted by it shall be assigned or
transferred by the Governmental Agency 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 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. Governmental Agency 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 Governmental Agency. 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.
Page 5 of 7 Pages
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 Governmental Agency.
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
GOVERNMENTAL AGENCY:
Colorado Water Conservation Board
1313 Sherman St., Room 721
Denver, Colorado 80203
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 Governmental Agency 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: (LAW !�''�1 COUNTY OF WELD:
v +`
Weld County Clerk to t
961 f . f BY:
BY: // Ir_"..I David E. Long, Chairman 5 93'2)3
Deputy Clerk to th Board of County Commiss ners of the
((j/ ye County of Weld
ATTEST: GOVERNMENTAL AGENCY:
BY: BY: 4-Ls
TITLE: Colorado Water Conse tion Board
Deputy Director
Page 7 of 7 Pages
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