HomeMy WebLinkAbout20011272.tiff RESOLUTION
RE: APPROVE LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA
AND AUTHORIZE CHAIR TO SIGN -TOWN OF HUDSON
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 Department of Geographical
Information Systems (GIS), and the Town of Hudson, 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 Department of Geographical Information
Systems (GIS), and Town of Hudson 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 16th day of May, A.D., 2001.
BOARD O COUNTY COMMISSIONERS
ERA�` WELD UNTY, COLORADO
ATTEST: / / . . �� f/�J►.
11.�:'`o,._�% . J. Geile, Chair
Weld County Clerk to th_ •o- �t$ �1
EXCUSED
jj� ,�`�� Glenn Vaad, Pro-TernBY: i zoe� D 1
Deputy Clerk to the Board L 17./
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2001-1272
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HAYES, PHILLIPS & MALONEY, P.C. MAY 1 4 2001
Attorneys at Law
Suite 450,The Market Center
1350 Seventeenth Street WELD COUNTY
Denver,Colorado 80202-1576 ATTORNEY'S OFFICE
Telephone: (303) 825-6444
Facsimile: (303) 825-1269
E-mail: cyhoffmann@hpmpc.com
John E.Hayes Kendra L. Carberry
Herbert C. Phillips Laura W.Phillips
James S.Maloney
Corey Y.Hoffmann
May 11, 2001
Lee D. Morrison, Esq.
Weld County Attorney's Office
915 10th Street
P.O. Box 1948
Greeley, CO 80632
Re: GIS Agreement
Dear Lee:
Enclosed please find two executed originals of the License and Exchange Agreement for
Geographic Data between the County of Weld and the Town of Hudson.
Please have the County execute the form Agreement and return one original to me, and I
will in turn send it on to the Town.
As always, if you have any questions,please do not hesitate to contact me.
Very truly yours,
6, 2
Corey Y. Hof ann
/csa
Encl.
5/11/01
MA USERSIHUDICYHIMORRISON-L03DOC
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LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA
THIS LICENSE AND EXCHANGE AGREEMENT is made and entered into this.2.5-1.(5
day of A .'p , 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 TOWN OF HUDSON, a municipal
corporation of the STATE OF COLORADO, whose address is 557 Ash, P.O. Box 351, Hudson,
CO 80642, hereinafter referred to as "Town."
WITNESSETH:
WHEREAS, County and Town are authorized to enter into intergovernmental
agreements with oneanother, 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, 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 hereto desire to enter into this License and Exchange Agreement
for Geographic Data (hereinafter referred to as "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 conditions herein,
the parties hereby agree as follows:
ARTICLE I
Scope of Agreement
A. In consideration of the promises and covenants by Town stated herein, County hereby
grants Town a personal, nonexclusive, non-assignable and nontransferable 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 internal use only by Town.
B. This Agreement does not constitute a sale of any title or interest in the Product. Title to
the Product is not transferred to Town. Ownership of the Product and of any authorized
Page 1 of 7 Pages
2001-1272
copies made by Town is vested in County, subject to the rights granted to Town in this
License Agreement. The County reserves all rights not expressly granted to the Town by
this License Agreement.
C. Town understands this is a one-time delivery and that the County has no responsibility
for updating the Product or information contained therein; however, Town may receive
any update created by County upon request. County shall have no obligation or
responsibility to provide maintenance, support or training to Town.
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 Town's computers or by Town'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. 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 without the express written permission of County,
except for those "approved purposes" as set forth herein above. Town 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. 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 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. Town 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 License Agreement for any reason.
Page 2 of 7 Pages
ARTICLE III
Provision of Information to County
Town 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 Town's boundaries which Town may acquire.
2) Updated information regarding Town's boundaries and infrastructure, including
address information.
3) Digital information regarding new subdivisions approved within the Town's
boundaries.
ARTICLE IV
No Warranties
The Product has been developed solely for internal use only 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 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. TOWN AGREES THAT THE PRODUCT SHALL BE USED AND
RELIED UPON ONLY AT THE RISK OF TOWN.
ARTICLE V
Liabilities
A. TO THE EXTENT PERMITTED BY LAW, TOWN AGREES TO INDEMNIFY AND
HOLD HARMLESS THE COUNTY ITS OFFICIALS, OFFICERS, EMPLOYEES AND
Page 3 of 7 Pages
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, TOWN AGREES THAT COUNTY'S
AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES TO TOWN,
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 TOWN 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 UNDER THE "COLORADO
GOVERNMENTAL IMMUNITY ACT" OR ANY SIMILAR OR RELATED
STATUTORY PROVISION.
ARTICLE VI
Breach And Remedies
A. In the event the Town 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. Town 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 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.
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 Court for the
District of Colorado.
ARTICLE IX
Miscellaneous
A. The Town 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 Town. 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.
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,
Page 5 of 7 Pages
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
TOWN:
557 Ash
P.O. Box 351
Hudson, CO 80642
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 Town 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 parties have hereto set their hands and seals.
ATTEST: COUNTY OF WE :
Weld County Clerk ���_
BY: ��
Aiecj
BY: �•� �* M. J. eile, hairman (O.5//b/2oq
Deputy Clerk to t � :� � c�� Board of County Commissioners of the
County of Weld
Page 6 of 7 Pages
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ATTEST: TOWN OF HUDSON:..----- ,,,,
BY: BY:
dy Lars n, Town Clerk Don itton, Mayor
HudsonGIS wpd
Page 7 of 7 Pages
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