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Home My WebLink About20010423.tiff RESOLUTION RE: APPROVE LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA AND AUTHORIZE CHAIR TO SIGN - ST. VRAIN VALLEY SCHOOL DISTRICT RE-1J 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 St. Vrain Valley School District RE-1J, 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 St. Vrain Valley School District RE-1J 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 12th day of February, A.D., 2001. BOARD OF UNTY COMMISSIONERS WELD CO TY, COLORADO ATTEST: f) 97 Zee, M. J. eile, Ch it Weld County Clerk t. �e a.. : � ,i �� 41 �•• -.� Glenn Vaadm BY: Deputy Clerk to •a ' Wil Jerke /APR ED AS F RM: � ' i � —" D 'd 7.ton%. unty Att ney Robert D. Masden 2001-0423 /9c' . Cis CA, Wit. lira;�� DP0010 LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA THIS LICENSE AND EXCHANGE AGREEMENT is made and entered into this Oil- day of 1 bruorj , 20061/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 ST. VRAIN VALLEY SCHOOL DISTRICT RE-1J, a school district of the STATE OF COLORADO, whose address is 395 S. Pratt Parkway, Longmont, CO 80501, hereinafter referred to as "District." 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)O), 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, 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 digital data applicable to GIS, 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 "License Agreement") for the purpose of allowing District such access and to facilitate the sharing of digital data applicable to GIS 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. 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, parcels and soils data(upon completion), and other information agreed to by the parties, which is owned by Weld County(hereinafter referred to as the "Product") for internal use only by District (except for those "approved purposes" as set forth in sub-paragraph D., below. Page 1 of 7 Pages 2001-0423 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. Both parties understands this is a one-time delivery and that the contributing party has no responsibility for updating the Product or information contained therein; however, either party may receive any update created by the other upon request. Neither shall have an obligation or responsibility to provide maintenance, support or training to the other. 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; and the printing of maps showing streets, political boundaries, comprehensive plan overlays, subdivision locations, zoning layers, open space locations, topographic contours, aerials, and disclosure if required by State law, shall be considered "approved 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 "approved 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 facilities, including address information. 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 "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. 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. TO THE EXTENT LEGALLY POSSIBLE, DISTRICT 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, 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. C. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO WAIVE OR LIMIT ANY RIGHT OR DEFENSE AVAILABLE TO COUNTY OR DISTRICT UNDER THE "COLORADO 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 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. District 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, the District shall have the right to any and all legal or equitable Page 4 of 7 Pages 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. 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. 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 either party, and any financial commitments on the part of either party which 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 non- appropriating party may terminate this License Agreement upon thirty(30) days written notice to the other party. The County's fiscal year is currently the calendar year, and the District's fiscal year is currently from July 1 of one year through June 30 of the following 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 Page 5 of 7 Pages 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: Weld County Attorney P. O. Box 1948 Greeley, Colorado 80632 DISTRICT: St. Vrain Valley School District, RE-1J Planning Department 395 S. Pratt Parkway Longmont, CO 80501 H. The undersigned warrant that they have 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 Page 6 of 7 Pages 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 parties have hereto set their hands and seals. ATTEST: geil / ØE4a� COUNTY OF WET . Weld County Clerk to the :r , 1'et t._ ''�� - w BY: - 1.1.6>BY: _ / / y;r. 7 M. J. Pile, Chair (02/12/2001) Deputy Clerk to the Bo% LSJ r �;`, Board of County Commissioners of the �� County of Weld ATTEST: ST. VRAIN VALLEY SCHOOL, RE-1J DIS CT: • BY: e� Secretary President, Board of Education C:4nydocumentAlga's\Weldlicagree Sign Page 7 of 7 Pages St. Vrain Valley School District RE-1J 395 South Pratt Parkway • Longmont • CO • 80501-6499 303-776-6200/449-4978 • FAX 303-682-7343 Weld County GIS Department Attn: Judy Boeck P.O. Box 758 Greeley, CO 80632 Dear Judy: Here's the data sharing agreement signed by the School Board. My understanding is that you'll take the agreement in front of the County Commissioners for signature and then record the document, at which time it will be in effect. I'll be out of the office from February 2 to the 23rd but you can contact Scott at 682-7365 during that time frame if you have any questions. Thanks for your help with this agreement. Sincerely, Glen Segrue d —. Planning Specialist 303/682-7317 OOi- O4'22 "Excellence - Our Only Option" Hello