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Home My WebLink About20030257.tiff RESOLUTION RE: APPROVE LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA AND AUTHORIZE CHAIR TO SIGN -TOWN OF GILCREST 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 Town of Gilcrest, 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 Town of Gilcrest 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 27th day of January, A.D., 2003. BOARD OF COUNTY COMMISSIONERS WEL OUNTYCO O DD ATTEST: �� I , i ''N-. fauth, �(/� v -.) D vid E. Long, Chair Weld County Clerk to the ar °',A6`„',AA/- Jul ,a �'' 4�. t t V I\� i R1�1 52 obert D. asden, Pro-Tem BY: Deputy Clerk to the Bo ({j/n cl . J. eile APRROV D S T M• EXCUSED William H. Jerke ftrney v a.u� Glenn Vaad az_elt_a\ / � Date of signature: 2003-0257 DP0010 CO . Ce-I S # GILCRESY- LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA THIS LICENSE AND EXCHANGE AGREEMENT is made and entered into this 27tlday of January , 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 "County"), and the TOWN OF GILCREST, a municipal corporation of the STATE OF COLORADO, whose address is 304 8`" Street, P.O. Box 128, Gilcrest, CO 80623 (hereinafter, "Town"), collectively hereinafter, the "Parties." 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(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 ofa geographic information system (GIS)for use by County personnel and by other persons,entities and local governmental jurisdictions upon execution of appropriate license agreements, and WHEREAS,Town desires to access certain orthophotography,digital planimetric data,and parcels and soils data (upon completion) through a license agreement, in exchange for Town's supplying to County certain GIS usable information, such as GPS,survey, subdivision,boundary,and map information with respect to the Town, and WHEREAS, the Parties desire to enter into this License and Exchange Agreement for Geographic Data(hereinafter, "License Agreement") for the purpose of allowing Town such access and to facilitate the sharing of GIS information between Town and County. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties hereby agree as follows: ARTICLE I Scope of Agreement A. 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 and provided by Weld County(hereinafter the "Product") for the Town's internal use only. B. This License Agreement does not constitute a sale of any title or interest in the Product. Ownership of the Product and of any authorized copies made by Town rests with and remains at all times vested in County, subject to the rights granted to Town under this License CNB�53377W31567.02 Page 1 of 6 Pages 2003-0257 Agreement. County reserves all rights not expressly granted to Town by this License Agreement. C. County agrees to make a one-time delivery of the Product to Town, upon execution of this License Agreement, and to deliver any update of the Product to Town within a reasonable time after Town's request for such update. D. County shall have no obligation or responsibility to provide maintenance,technical support or training to Town with respect to the Product. E. Town 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 for any non-approved use without the express written permission of County. For purposes of this section, any use or purpose not designated herein as "approved" shall be considered "non- approved." Unrestricted use of the Product on the Town's computers or on the computers of the Town's contractors or agents for purposes of their contract or agency shall be considered "approved" and no written permission shall be required for such use. Town shall notify its employees, agents and contractors of the restrictions contained in this License Agreement. F. Town 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 the date and year first written above 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 in conformance with this Agreement, subject to the provisions of paragraph C of this Article II. B. Town's right to use the Product and any portion thereof expires upon termination of this License Agreement. C. The provisions of this License Agreement regarding confidentiality and restrictions(Article I, Paragraph D) and the provisions of Articles V, VI, and VII shall survive termination of this License Agreement. ARTICLE III Provision of Information to County A. Town shall provide the following information to the County, at no cost: CNB\53377\431567.02 Page 2 of 6 Pages 1) GPS information regarding section corners,quarters,or sixteenths located within the Town. 2) Updated information regarding Town's boundaries and infrastructure, including address information. 3) Digital information regarding new subdivisions approved within the Town. B. Town's obligation to provide this information shall cease when this License Agreement terminates. ARTICLE IV Termination Either Party may terminate this License Agreement at any time for any reason, or for no reason at all, upon thirty(30) days' written notice to the other Party. ARTICLE V No Warranties A. The Product has been developed solely for internal use by the County. Town expressly agrees that Town's use of the Product is at Town's sole risk and undertaking. Town understands and acknowledges that the GIS database and data in the Product are subject to periodic revision and that their accuracy and completeness cannot be and is not guaranteed. Town acknowledges that the Product is distributed on an"as is"basis and that the 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. County additionally does not warranty or guarantee title or merchantability or fitness ofthe Product for any particular purpose. Town shall not use the Product for any final design purpose. B. Town makes no warranties or guarantees, either express or implied, as to the completeness, accuracy or fitness for any particular purpose,of any ofthe information supplied by Town to County pursuant to Article III of this License Agreement. County acknowledges that its use of such information is at County's sole risk at that Town assumes no responsibility or liability for County's reliance use of or reliance upon such information in any manner. ARTICLE VI Indemnification; Immunity A. To the extent permitted by law,each Party to this License Agreement agrees to indemnify and hold the other Party harmless from and against any and all claims,losses,damages and costs, CNB\53377\431567.02 Page 3 of 6 Pages including reasonable attorneys fees, caused by the indemnifying Party's negligent acts or omissions arising out of or in any way related to performance of this License Agreement. B. Nothing contained herein shall be construed to waive or limit any right or defense available to County or Town under common law or the Colorado Governmental Immunity Act(Article 10, Title 24, C.R.S.) or any other statutory provision. ARTICLE VII Breach And Remedies A. This License Agreement shall terminate upon either Party's material breach of any term, condition or covenant herein and subsequent failure to cure such breach within a reasonable time of receiving notice thereof B. Both County and Town reserve all right to any and all legal or equitable remedies in the event of a material breach of this License Agreement, including but not limited to injunctive relief. Town acknowledges that use or disclosure of the Product in violation of this License Agreement may cause irreparable harm to the County. ARTICLE VIII Non-Assignability Neither this License Agreement nor the rights granted by it shall be assigned or transfeiicd by the Town 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 IX Governing Law A. 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. B. The exclusive jurisdiction and venue for any lawsuit between the parties arising out of this License Agreement shall be in the district court of Weld County, Colorado. ARTICLE X Miscellaneous A. This License Agreement contains no financial commitments on the part of either Party hereto, and any financial commitments that become a part of this License Agreement are subject to appropriation by the applicable governing body. CNB\53377\431567.02 Page 4 of 6 Pages B. Captions used in this License Agreement are for convenience and are not used in the construction of this License Agreement. C. 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 both Parties. 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. F. Nothing contained herein shall imply an employer/employee relationship, a joint venture, partnership, or other association between County and Town. 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 with a copy to: Weld County Attorney P. O. Box 758 Greeley, Colorado 80632 TOWN: 304 8th Street P.O. Box 128 Gilcrest, CO 80623 with a copy to: CNB\53377\431567.02 Page 5 of 6 Pages Gilcrest Town Attorney Gorsuch Kirgis, LLP 1515 Arapahoe Street Tower 1, Suite 1000 Denver, CO 80202 H. Each of the undersigned warrants that it has full power and authority to enter into and bind its respective Party to the terms and obligations of this License Agreement. I. 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 third person not included in this License Agreement. It is the express intention of the Parties that any entity other than the Parties receiving services or benefits under this License Agreement shall be deemed an incidental beneficiary only. IN WITNESS WHEREOF, the Parties have hereto set their hands and seals. ATTEST: gtety ilia COUNTY OF WELD: Weld County Clerk t BY: BY: � /f- �' ,; ) David E. Long, Cha (01/27/2003) Deputy Clerk to th '�A'. � Board of County Co ' sioners of the County of Weld ATTEST: TOWN OF GILC ST: BY: i I • Linda Chosa, Town Clerk Pa �i on, Mayor CNB\53377W31567.02 Page 6 of 6 Pages 2Oo5-CR57 Hello