HomeMy WebLinkAbout20010647 RESOLUTION
RE: APPROVE INTERGOVERNMENTAL AGREEMENT FOR LICENSE AND EXCHANGE
OF GEOGRAPHIC DATA AND AUTHORIZE CHAIR TO SIGN - REGENTS OF THE
UNIVERSITY OF COLORADO
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 Weld County Geographic Information
Services, and the Regents of the University of Colorado, on behalf of the University of Colorado
at Denver, 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 Weld County Geographic Information
Services, and the Regents of the University of Colorado, on behalf of the University of Colorado
at Denver 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 7th day of March, A.D., 2001.
BOARD OF C UNTY COMMISSIONERS
WELD COU , COLORADO
ATTEST: la""l`#G'� � ' ;�,� ,/r%
M. J.
Weld County Clerk t.�, �r , eile,
Chair
%ids•
7 i r. •' Glenn V ad, - em
BY: ._i •
Deputy Clerk to the
Wi ' H. J rke
APPR9/ED A O ORM:
a id,,E. Long
ounty Attor\qey
Robert D. Masden
2001-0647
ie ." e, 4 tee DP0010
LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA
THIS LICENSE AND EXCHANGE AGREEMENT is made and entered into this 12th day of
February, 2001, 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 the REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, for
and on behalf of THE UNIVERSITY OF COLORADO AT DENVER, an institution of higher
education of the STATE OF COLORADO,whose address is 1250 14TH Street,Denver, CO 80217-
3364, hereinafter referred to as "U.C.D."
WITNESSETH:
WHEREAS,County and U.C.D. are authorized to enter into intergovernmental agreements,
pursuant to the Colorado Constitution, Art. XIV, §18(2)(a), 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, U.C.D. desires to have its faculty, staff, and students access (hereinafter
collectively referred to as"U.C.D.")certain orthophotography,digital planimetric data, and parcels
and soils data(upon completion)through a license agreement in exchange for U.C.D.'s supplying to
County any GIS usable information it wishes to share with County, such as global positioning
satellite ("GPS"), survey, subdivision, boundary, and map 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
U.C.D. such access and to facilitate the sharing of GIS information between U.C.D. 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. County hereby grants U.C.D. 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 use only by U.C.D. U.C.D. shall provide to
County a list of the names of U.C.D.'s faculty, staff, and students who are authorized to
access the Product.
1
2001-0647
B. This Agreement does not constitute a sale of any title or interest in the Product. Title to the
Product is not transferred to U.C.D. Ownership of the Product and of any authorized copies
made by U.C.D. is vested in County, subject to the rights granted to U.C.D. in this License
Agreement. The County reserves all rights not expressly granted to U.C.D. by this License
Agreement.
C. U.C.D. understands this is a one-time delivery and that the County has no responsibility for
updating the Product or information contained therein; however, U.C.D. may receive any
update created by County upon request. County shall have no obligation or responsibility to
provide maintenance, support or training to U.C.D.
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
U.C.D.'s computers or by U.C.D.'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. U.C.D. 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. U.C.D. agrees to notify its employees,agents, and any contractors of the restrictions
contained in this License Agreement and ensure their compliance with such restrictions.
U.C.D. also agrees to provide to County written documentation specifying that each faculty
member,staff member,and student authorized to access the Product understands and agrees
to the requirements contained herein.
E. U.C.D. 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. U.C.D. is only granted the right to use the Product during the License Period.
2
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
In consideration of this License Agreement, U.C.D. may supply to County any GIS usable
information it wishes to share with County, such as GPS, survey, subdivision, boundary, and map
information.
ARTICLE IV
No Warranties
The Product has been developed solely for internal use only by the County. U.C.D. expressly
agrees that U.C.D.'s use of the Product is at U.C.D.'s sole risk and undertaking. U.C.D.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. U.C.D.AGREES THAT THE PRODUCT SHALL BE USED AND RELIED UPON
ONLY AT THE RISK OF U.C.D.
ARTICLE V
LIABILITIES
A. NOTWITHSTANDING THE PROVISIONS OF ARTICLE IV ABOVE, IF LIABILITY
CAN BE IMPOSED ON COUNTY,U.C.D. AGREES THAT COUNTY'S AGGREGATE
LIABILITY FOR ANY AND ALL LOSSES OR INJURIES TO U.C.D.,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
3
NEVER EXCEED THE DOLLAR AMOUNT RECEIVED BY COUNTY UNDER THIS
LICENSE AGREEMENT,AND U.C.D. COVENANTS AND PROMISES THAT IT WILL
NOT SUE COUNTY FOR A GREATER AMOUNT.
B. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO WAIVE OR LIMIT
ANY RIGHT OR DEFENSE AVAILABLE TO COUNTY OR U.C.D. UNDER THE
"COLORADO GOVERNMENTAL IMMUNITY ACT"OR ANY SIMILAR OR RELATED
STATUTORY PROVISION.
ARTICLE VI
Breach And Remedies
A. In the event U.C.D. breaches any of the terms, conditions, covenants contained in this
License Agreement, not only shall the license granted herein immediately cease, but the
County shall have the right to any and all legal or equitable remedies, including, but not
limited to, injunctive relief.
B. U.C.D. acknowledges that use or disclosure of the Product in violation of this License
Agreement may cause irreparable harm to the County.
3. In the event the County breaches any of the terms, conditions, covenants contained in this
License Agreement, U.C.D. shall have the right to any and all legal or equitable remedies,
including,but not limited to, injunctive relief.
ARTICLE VII
Non-Assignability
Neither this License Agreement nor the rights granted by it shall be assigned or transferred by
either Party under any circumstance whatsoever,without the express,written permission of the other
Party. 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 govemed 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.
4
ARTICLE IX
Miscellaneous
A. U.C.D. 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 either Party, and
any financial commitments on the part of either Party that become a part of this License
Agreement are subject to appropriation by the Party's governing body. If County funds for
this License Agreement are not appropriated for each fiscal year,the County may terminate
this License Agreement upon thirty(30) days written notice to U.C.D.
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 the parties.
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:
5
Weld County Attorney
P. O. Box 1948
Greeley, Colorado 80632
U.C.D.:
Raymond G. Studer
Professor
College of Architecture & Planning, CB 126, Denver, CO 80204
H. The undersigned warrant that they have full power and authority to enter into, and where
applicable,to act as the agent of U.C.D. 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.
IN WITNESS WHEREOF, said ' . ies have hereto set their hands and seals.
ATTEST: lAti / �� `J' Isa COUNTY OF WELD:
Weld County Clerk to CP
7
BY: 2;
BY: ,�� i - to 1 �: `� M. J. ei e, ' hairrnan dos/077-20°0
Deputy Clerk to the v+ / Net Board of County Commissioners of the
��►� County of Weld
THE REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, for and on behalf of
THE UNIVERSITY NI OF COLORADO AT DENVER:
BY: >h-7 - Approved as to legal sufficiency:
Vice-Chancellor Mar aret Cozzens
y<a lr .aAr adlnersi# aroma
6 c2/a70/a/
Hello