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Home My WebLink About20010460.tiff RESOLUTION RE: APPROVE INTERGOVERNMENTAL AGREEMENT FOR LICENSE AND EXCHANGE OF GEOGRAPHIC DATA AND AUTHORIZE CHAIR TO SIGN - CITY OF THORNTON 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 City of Thornton, 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 City of Thornton 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 14th day of February, A.D., 2001. BOARD OF COUNTY COMMISSIONERS WELD C NTY, COLORADO ATTEST: ia0 :// 62/762 M. J Geile, Chair Weld County Clerk to the Board / 2 o CUSED • �` "�n Vaad, Pro-Tem BY: Deputy Clerk to tie Boar. 1861 i� � /w` H. Jerke PP OVED FORM: �/ e tfil CLcin to s 0 raavid E. Long / Count y Attone Robe D. Masden �c , C/y t 7fioraltnr/ 2001-0460 DP0010 C.D. NO. 2001 - 03 2 INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF THORNTON AND THE COUNTY OF WELD FOR THE LICENSE AND EXCHANGE OF GEOGRAPHIC DATA THIS INTERGOVERNMENTAL AGREEMENT FOR THE LICENSE AND EXCHANGE OF GEOGRAPHIC DATA ("Agreement") is made and entered into this (J&day of M,ye oh J , 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 1ir Street, P.O. Box 758, Greeley, CO 80632, hereinafter referred to as "County," and the CITY OF THORNTON, a municipal corporation of the STATE OF COLORADO, whose address is 9500 Civic Center Drive, Thornton, CO 80229, hereinafter referred to as "City." WITNESSETH: WHEREAS, County and City 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 for use by County personnel and by other persons, entities and local governmental jurisdictions upon agreement, and WHEREAS, City desires to access certain orthophotography, digital planimetric data, and parcels and soils data(upon completion) through a license agreement in exchange for City's supplying to County certain GIS usable information, such as GPS, survey, subdivision, boundary, and map information with respect to the City (collectively referred to herein as "GIS Information"), and WHEREAS,the parties hereto desire to enter into this Agreement for the purpose of sharing of GIS Information between City 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 City a personal, nonexclusive, nonassignable and nontransferable license for the term of this Agreement to use County GIS Information owned by the County for internal use only by City. 2001-0460 Page 1 of 7 Pages C.D. NO. 2001 - 03 2 B. This Agreement does not constitute a sale of any title or interest in the County GIS Information. Title to the County GIS Information is not transferred to City. Ownership of the County GIS Information and of any authorized copies made by City is vested in County, subject to the rights granted to City in this Agreement. The County reserves all rights not expressly granted to the City by this Agreement. C. City understands this is a one-time delivery and that the County has no responsibility for updating the County GIS Information; however, City may receive any update created by County upon request. County shall have no obligation or responsibility to provide maintenance, support or training to City. D. No part of the County GIS Information 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 County GIS Information on the City's computers or by City's contractors' or agents' computers for purposes of their contract or agency, 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. City shall not license, sub-license, assign, lease, release, publish, transfer, sell, permit access to, distribute, allow interactive rights to, or otherwise make available the County GIS Information 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. City agrees to notify its employees, agents, and any contractors of the restrictions contained in this Agreement and ensure their compliance with such restrictions. E. City agrees to recognize and honor the copyrights, and other proprietary claims for the County GIS Information. ARTICLE II Term of Agreement A. This 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. City 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 Agreement. Page 2 of 7 Pages C.D. NO. 2001 - 03 2 ARTICLE III Provision of Information to County City agrees to provide to County the following, without cost, in exchange for its receipt of the County GIS Information: Any GPS information regarding section corners, quarters, or sixteenths located within City's boundaries which City may acquire. Updated information regarding City's boundaries and infrastructure, including address information. Digital information regarding new subdivisions approved within the City's boundaries. Any other digital information which the parties desire to share and exchange. ARTICLE IV No Warranties The County GIS Information(or " Product") has been developed solely for internal use only by the County. City expressly agrees that City's use of the Product is at City's sole risk and undertaking. City understands and acknowledges that the County 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. CITY AGREES THAT THE PRODUCT SHALL BE USED AND RELIED UPON ONLY AT THE RISK OF CITY. LIKEWISE, CITY 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 Page 3 of 7 Pages C.D. N0. 2001 - 0 3 2 OF THE INFORMATION CITY PROVIDES PURSUANT TO ARTICLE III, ABOVE, OR INABILITY TO USE SUCH INFORMATION OR OUT OF ANY BREACH OF ANY WARRANTY. COUNTY AGREES THAT SUCH INFORMATION SHALL BE USED AND RELIED UPON ONLY AT THE RISK OF COUNTY. CITY MAKES NO WARRANTIES OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, AS TO THE COMPLETENESS, ACCURACY, OR CORRECTNESS OF THE INFORMATION CITY PROVIDES PURSUANT TO ARTICLE III, ABOVE, 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 INFORMATION FOR A PARTICULAR PURPOSE. CITY 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 INFORMATION CITY PROVIDES PURSUANT TO ARTICLE III,ABOVE,OR INABILITY TO USE SUCH INFORMATION OR OUT OF ANY BREACH OF ANY WARRANTY. COUNTY AGREES THAT SUCH INFORMATION SHALL BE USED AND RELIED UPON ONLY AT THE RISK OF COUNTY. ARTICLE V LIABILITIES A. TO THE EXTENT PERMITTED BY LAW, THE PARTIES EACH AGREE TO INDEMNIFY AND HOLD HARMLESS THE OTHER, ITS OFFICIALS, OFFICERS, EMPLOYEES AND SERVANTS FROM ANY LIABILITY, CLAIMS, LOSS, DAMAGES, INJURY, COSTS AND ATTORNEY FEES ARISING OUT OF THIS AGREEMENT OR PROCURING, COMPILING, COLLECTING, INTERPRETING, PRODUCING, USING OR COMMUNICATING THE COUNTY GIS INFORMATION OR ANY OTHER INFORMATION EXCHANGED BY THE PARTIES PURSUANT TO THIS AGREEMENT . B. NOTWITHSTANDING THE PROVISIONS OF ARTICLE IV ABOVE, IF LIABILITY CAN BE IMPOSED ON A PARTY, SUCH PARTY AGREES THAT THE OTHER PARTY'S AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES , 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, IF ANY, RECEIVED BY THE OTHER PARTY UNDER THIS AGREEMENT. C. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO WAIVE OR LIMIT ANY RIGHT OR DEFENSE AVAILABLE TO COUNTY OR CITY UNDER THE Page 4 of 7 Pages C.D. NO. 2001 - 03 2 "COLORADO GOVERNMENTAL IMMUNITY ACT" OR ANY SIMILAR OR RELATED STATUTORY PROVISION. ARTICLE VI Breach And Remedies In the event either party breaches any of the terms, conditions, covenants, of this Agreement the other party shall thereupon have the right to any and all legal or equitable remedies, including but not limited to injunctive relief. ARTICLE VII Non-Assignability None of the rights granted herein 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 Agreement shall be governed by and construed in accordance with the laws of the State of Colorado . The exclusive jurisdiction and venue for any lawsuit between the parties arising out of this License Agreement shall be Weld County District Court, Colorado.. ARTICLE IX Miscellaneous A. The parties will do or cause to be done all things necessary to preserve its rights and meet its obligations under this Agreement. B. This Agreement contains no financial commitments on the part of either party. Captions used in this Agreement are for convenience and are not used in the construction of this Agreement. Page 5 of 7 Pages C.D. NO. 2001 - 03 2 C. This Agreement contains the entire understanding 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. 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. E. Nothing contained herein shall imply an employer/employee relationship, a joint venture, partnership, or other association between County and City. F. 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 CITY: City Of Thornton City Manager 9500 Civic Center Drive Thornton, CO 80229 G. The undersigned warrants to the other that it has full power and authority to enter into, and where applicable, to act as the agent and be bound to perform its obligations under this License Agreement. H. This 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 Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties, and nothing contained in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties Page 6 of 7 Pages C.D. NO. 2001 - 03 2 receiving services or benefits under this Agreement shall be deemed an incidental beneficiary only. IN WITNESS WHEREOF, said parties have hereto set their hands and seals. ATTEST: gay /I� •.F /_ COUNTY OF WE : � I Weld County Clerk to 410 BY: BY: ��! �'��%!1 % �� M. J. eile, Chairman (02/14/2001) Deputy Clerk to th Board of County Commissioners of the County of Weld CITY O T T , COLORADO ack Ethredge, City M a er ATTEST: Nancy Vince , City Clerk APPROVED AS TO FORM: Margaret Emerich,ich,, City Attorney /71/( G(M .Assistant, ity Attorney M\WPFILES'\AGREE\weldlice.doc Page 7 of 7 Pages Hello