HomeMy WebLinkAbout20011605.tiff RESOLUTION
RE: APPROVE LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA
AND AUTHORIZE CHAIR TO SIGN - COLORADO STATE PARKS
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
Systems Department, and Colorado State Parks, 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
Systems Department, and Colorado State Parks 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 18th day of June, A.D., 2001.
BOARD OF COUNTY COMMISSIONERS
WELD C NTY, COLORADO
�� E J .C./
ATTEST: at, l�
4 , . J. Geile, Chair
Weld County Clerk to the ar
tV , XCUSED
� lenn Vaad, Pro-Tem
BY: �_�
Deputy Clerk to the Boar Vt ''
Wil H. Jerke
AP O D A O M:
vi E Lo g
unty Att2Srney
Robert D. Masden
2001-1605
DP0010
LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA
THIS LICENSE AND EXCHANGE AGREEMENT is made and entered into this i(o+``
day of J , 2001, by and between the COUNTY OF WELD, a body politic
and corporate 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 PARKS, whose
address is 1313 Sherman, Room 618, Denver, CO 80203, hereinafter referred to as "Parks."
WITNESSETH:
WHEREAS, County and Parks 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 ("GIS") for use by County personnel and by other persons, entities and local
governmental jurisdictions upon license agreement, and
WHEREAS, Parks desires to have its staff have access certain orthophotography, digital
planimetric data, and parcels and soils data(upon completion)through a license agreement in
exchange for Parks' 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
Parks such access and to facilitate the sharing of GIS information between Parks 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 Parks 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 Parks.
Parks shall provide to County a list of the names of Parks' staff members 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
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2001-1605
the Product is not transferred to Parks. Ownership of the Product and of any authorized
copies made by Parks is vested in County, subject to the rights granted to Parks in this
License Agreement. The County reserves all rights not expressly granted to Parks by this
License Agreement.
C. Parks understands this is a one-time delivery and that the County has no responsibility for
updating the Product or information contained therein; however, Parks may receive any
update created by County upon request. County shall have no obligation or responsibility
to provide maintenance, support or training to Parks.
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 Parks' computers or by Parks' 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.
Parks 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. Parks agrees to notify its employees, agents, and any
contractors of the restrictions contained in this License Agreement and ensure their
compliance with such restrictions. Parks 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. Parks 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. Parks is only granted the right to use the Product during the License Period.
C. The provisions of this License Agreement regarding confidentiality and restrictions
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(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, Parks may supply to County any GIS usable
information it wishes to share with County, such as park boundaries, trails, infrastructure,
geologic, and vegetation data information.
ARTICLE IV
No Warranties
The Product has been developed solely for internal use only by the County. Parks
expressly agrees that Parks' use of the Product is at Parks' sole risk and undertaking. Parks
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. PARKS AGREES THAT THE PRODUCT SHALL BE USED AND
RELIED UPON ONLY AT THE RISK OF PARKS.
ARTICLE V
LIABILITIES
A. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO WAIVE OR LIMIT
ANY RIGHT OR DEFENSE AVAILABLE TO COUNTY OR PARKS UNDER THE
"COLORADO GOVERNMENTAL IMMUNITY ACT" OR ANY SIMILAR OR
RELATED STATUTORY PROVISION.
ARTICLE VI
Page 3 of 6 Pages
Breach And Remedies
A. In the event Parks 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. Parks acknowledges that use or disclosure of the Product in violation of this License
Agreement may cause irreparable harm to the County.
C. In the event the County breaches any of the terms, conditions, covenants contained in this
License Agreement, Parks 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.
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. Parks 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-
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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,
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
PARKS:
1313 Sherman, Room 618
Denver, CO 80203
H. The undersigned warrant that they have full power and authority to enter into, and where
applicable, to act as the agent of Parks and be bound to perform its obligations under this
License Agreement.
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
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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 WHE d parties have hereto set their hands and seals.
ATTEST: iht, COUNTY OF WEL
Weld County Clerk to ;e: .l?
� BY:
BY: 6L1 4':'• is: ,H"y 4, M. J. eile, Chairman (06/18/2001)
Deputy Clerk to the :•, �l��/ �1�+i' Board of County Commissioners of the
County of Weld
COLORADO STATE PARKS:
BY: pp � ` 4
M:WPFILESUGREEParksGIS.wpd
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