The URL can be used to link to this page

Browse Search

Home My WebLink About20011776.tiff RESOLUTION RE: APPROVE LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA AND AUTHORIZE CHAIR TO SIGN -COLORADO STATE UNIVERSITY, COLORADO STATE BOARD OF AGRICULTURE 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 Geographical Information Systems Department, and the Colorado State Board of Agriculture, by and through Colorado State University, 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 Geographical Information Systems Department, and the Colorado State Board of Agriculture, by and through Colorado State University, 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 2nd day of July, A.D., 2001. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: geki, :�i I ` / 4� EXCUSED r `• ��M. J. Geile, C air Weld County Clerk to the • � its �� BY: S-dt .�G Het -n — GlennV / � Deputy Clerk to the Boar. ♦ W ' H. Jerke _ "OV. ' A . O "ORM: (k, Davi E. Long ounty 4tt. ney EXCUSED Robert D. Masden Si01-1776 r?e a/S M k Gi If 6S eilV," DP0010 • • • r • University Sponsored Programs TRANSMITTAL LETTER Fort Collins, CO 80523-2002 (970) 491-6355 FAX: 491-6147 To: Bruce Barker Weld County Attorney P.O. Box 758 915 10th Street Greeley, CO 80632 Date: June 26, 2001 RE: License and Exchange Agreement for Geographic Data (please reference in any correspondence) Enclosed is/are_3_original(s) and copy(ies) of the referenced documents which has/have been signed on behalf of Colorado State University. X_ Please return a fully executed copy for our files. We have retained a fully executed copy for our files. Please note and initial change(s), then return a fully executed copy for our files. Please have all the copies signed by an authorized individual and return all copies to the Senior Research Administrator designated below. A fully executed copy will be returned for your files. SPECIAL COMMENTS: Please direct any inquiries regarding the above referenced document to: Ms. Carmen Morales Senior Research Administrator Colorado State University Sponsored Programs, 2002 601 South Howes Fort Collins, CO 80523 (970) 491-6684 Fax: (970) 491-6147 E-Mail: cmorales@research.colostate.edu2001-1776 LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA THIS LICENSE AND EXCHANGE AGREEMENT is made and entered into this 2nd day of July , 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`" Street, P.O. Box 758, Greeley, CO 80632, hereinafter referred to as "County," and the COLORADO STATE BOARD OF AGRICULTURE by and through COLORADO STATEUNIVERSITY, an institution of higher education of the STATE OF COLORADO, whose address is , hereinafter referred to as "C.S.U.." WITNESSETH: WHEREAS,County and C.S.U. 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, C.S.U. desires to have its faculty, staff, and students, including those persons affiliated with the C.S.U. CHILL Weather Site and the C.S.U. Department of Sociology (hereinafter collectively referred to as "C.S.U."), access certain orthophotography, digital planimetric data, and parcels and soils data(upon completion) through a license agreement in exchange for C.S.U.'s supplying to County any GIS usable information it wishes to share with County, such as 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 C.S.U. such access and to facilitate the sharing of GIS information between C.S.U. 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 C.S.U. 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) Page 1 of 7 Pages °Pee/-I 7710 owned by Weld County (hereinafter referred to as the "Product") for use only by C.S.U.. C.S.U. shall provide to County a list of the names of C.S.U.'s faculty, staff, and students who are authorized to access the Product. B. This Agreement does not constitute a sale of any title or interest in the Product. Title to the Product is not transferred to C.S.U.. Ownership of the Product and of any authorized copies made by C.S.U. is vested in County, subject to the rights granted to C.S.U. in this License Agreement. The County reserves all rights not expressly granted to C.S.U. by this License Agreement. C. C.S.U. understands this is a one-time delivery and that the County has no responsibility for updating the Product or information contained therein; however, C.S.U. may receive any update created by County upon request. County shall have no obligation or responsibility to provide maintenance, support or training to C.S.U.. D. No part of the Product maybe 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. As used herein "Approved Purposes" shall mean a) the unrestricted use of Product on C.S.U.'s computers for research and education or by C.S.U.'s contractors or agents computers for purposes of their contract or agency with C.S.U., b) the sharing of Product with other agencies, entities or individuals that have a similar agreement with County for research and education, c) publication of Product as part of manuscripts and/or presentations regarding research conducted using Product in scientific journals. No written permission shall be required from County for the use or Product for Approved Purposes. C.S.U. shall acknowledge County as provider of Product in all such publications and shall provide County with copies of such publications. C.S.U. 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. C.S.U. agrees to notify its employees, agents, and any contractors of the restrictions contained in this License Agreement and ensure their compliance with such restrictions. C.S.U. 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. C.S.U. 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. Page 2 of 7 Pages ARTICLE H • 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. C.S.U. 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. ARTICLE III Provision of Information to County In consideration of this License Agreement, C.S.U. 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. C.S.U. expressly agrees that C.S.U.'s use of the Product is at C.S.U.'s sole risk and undertaking. C.S.U. 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. C.S.U. AGREES THAT THE PRODUCT SHALL BE USED AND RELIED UPON ONLY AT THE RISK OF C.S.U.. Page 3 of 7 Pages ARTICLE V • LIABILITIES A. NOTWITHSTANDING THE PROVISIONS OF ARTICLE IV ABOVE, IF LIABILITY CAN BE IMPOSED ON COUNTY, C.S.U. AGREES THAT COUNTY'S AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES TO C.S.U., 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 C.S.U. 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 C.S.U. UNDER THE "COLORADO GOVERNMENTAL IMMUNITY ACT" OR ANY SIMILAR OR RELATED STATUTORY PROVISION. ARTICLE VI Breach And Remedies A. In the event C.S.U. 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. C.S.U. 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, C.S.U. 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. 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 District Court for the District of Colorado. ARTICLE IX Miscellaneous A. C.S.U. 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. Each party'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 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, 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 C.S.U.: John Wilkins-Well Assistant Professor Senior Research Scientist Department of Sociology Clark Building B258 Colorado State University Ft. Collins, CO 80523 H. The undersigned warrant that they have full power and authority to enter into, and where applicable, to act as the agent of C.S.U. 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. �'`� I ��` COUNTY OF WELD:ATTEST: l� Weld County Clerk to `-jet BY:BY: ,ice �,, Glenn Vaa it Pro-Tem (07/02/2001) Deputy Clerk to the ?� !'n^°°� Board of County Commissioners of the County of Weld Page 6 of 7 Pages The undersigned, as Principal Investigator for Colorado State University, acknowledges that he has read and understands the terms of this Agreement: J ilkins-Wells COLORADO STATE BOARD OF AGRICULTURE by and through COLORADO STATE UNIVERSITY: cY: - Kehl ehoy Director of Re3earch Develotlm Page 7 of 7 Pages Hello