HomeMy WebLinkAbout20031323.tiff LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA
S LICENSE AND EXCHANGE AGREEMENT is made and entered into this_
day of ' M4y ) , 2003 , by and between the COUNTY OF WELD, a body politic
and corpo to 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 ACounty,@ and the THOMPSON RIVER PARK AND
RECREATION DISTRICT, a special district oeh e STATE OF COLORADO, whose address
is O X 7% cmL o l.(J ? 16 , hereinafter
/
referred to as ADistrict.@
WITNESSETH:
WHEREAS,County and District 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(AGIS@) for use by County personnel and by other persons,entities and local
governmental jurisdictions upon license agreement, and
WHEREAS,District desires to access certain orthophotography, digital planimetric data,
and parcels and soils data(upon completion)through a license agreement in exchange for
District=s supplying to County certain GIS usable information, such as GPS, survey, subdivision,
boundary, and map information with respect to the District, and
WHEREAS,the parties hereto desire to enter into this License and Exchange Agreement
for Geographic Data(hereinafter referred to as ALicense Agreement@) for the purpose of
allowing District such access and to facilitate the sharing of GIS information between District
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 District stated herein, County hereby
grants District 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
Page 1 of 7 Pages
Pro° 10
(^0 : 0-i c, 1-1ePRD 2003-1323
referred to as the AProduct@) for internal use only by District.
B. This Agreement does not constitute a sale of any title or interest in the Product. Title to
the Product is not transferred to District. Ownership of the Product and of any authorized
copies made by District is vested in County, subject to the rights granted to District in this
License Agreement. The County reserves all rights not expressly granted to the District
by this License Agreement.
C. District understands this is a one-time delivery and that the County has no responsibility
for updating the Product or information contained therein; however, District may receive
any update created by County upon request. County shall have no obligation or
responsibility to provide maintenance, support or training to District.
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 District=s computers or by District=s contractors= or agents= computers
for purposes of their contract or agency shall be considered Aapproved purposes@ for
purposes of the restrictions set forth herein, and no written permission shall be required
for such uses. District 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 Aapproved purposes@ as set forth herein above. District 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. District 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. District 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
District 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 District=s boundaries which District may acquire.
2) Updated information regarding District=s boundaries and infrastructure.
3) Any additional digital GIS information for areas within the District=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. District
expressly agrees that District=s use of the Product is at District=s sole risk and undertaking.
District 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 AAS 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. DISTRICT AGREES THAT THE PRODUCT SHALL BE USED
AND RELIED UPON ONLY AT THE RISK OF DISTRICT.
Page 3 of 7 Pages
ARTICLE V
Liabilities
A. NOTWITHSTANDING THE PROVISIONS OF ARTICLE IV ABOVE, IF LIABILITY
CAN BE IMPOSED ON COUNTY, DISTRICT AGREES THAT COUNTY'S
AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES TO
DISTRICT,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
DISTRICT 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 ACOLORADO
GOVERNMENTAL IMMUNITY ACT@ OR ANY SIMILAR OR RELATED
STATUTORY PROVISION.
ARTICLE VI
Breach And Remedies
A. In the event the District 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. District 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 the District 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. The District 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 District. 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.
Page 5 of 7 Pages
F. Nothing contained herein shall imply an employer/employee relationship, a joint venture,
partnership, or other association between County and District.
G. My 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
DISTRICT:
Notice shall be sent to the address set forth in the first paragraph of this License
Agreement.
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 District 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
4 E / /�`• NESS WHEREOF, said parties have hereto set their hands and seals.
Vg J `T n
/�///�J it COUNTY OF WELD:
IS61 11
1 _ D"W
rk to - Board
BY:
t David E. Long, Chairm 04---cg/-a3
i p ty Clerk to the Bciarh Board of County Co ssioners of the
County of Weld
ATTEST: THOMPSON RIVER PARK AND
RECREATION DISTRICT:
BY: B
La Stolley, resident
District Board of Directors
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