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Home My WebLink About20012592 RESOLUTION RE: APPROVE LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA AND AUTHORIZE CHAIR TO SIGN - NORTHERN COLORADO WATER CONSERVANCY DISTRICT 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 Geographical Information System (GIS) Division, and the Northern Colorado Water Conservancy District, commencing upon full execution, with further 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 GIS Division, and the Northern Colorado Water Conservancy District, 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 September, A.D., 2001. BOARD OF COUNTY COMMISSIONERS �� WELD CO TY, COLORADO ATTEST: &JI/4 /1 ��' �Jj�\ .1a..) Weld County Clerk to the :r a6, eile, Chai per4c lenn Vaad, Pro- - BY: Jitt -. . d' .** b ^o of Deputy Clerk to the Boar.S' �L..,2`>/ / I/ /we Wil H. Jerke P VEDAS ORM: _ v'dE. L ng ount r ey Robert D. Masden 2001-2592 OC ' Cis .4L "Over (otisrrvanEc:f, ell DP0010 LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA THIS LICENSE AND EXCHANGE AGREEMENT is made and entered into this 12th day of September , 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 NORTHERN COLORADO WATER CONSERVANCY DISTRICT, a quasi-municipal entity and political subdivision of the State of Colorado, whose address is 1250 N. Wilson Avenue, Loveland, CO 80537, hereinafter referred to as "NCWCD." WITNESSETH: WHEREAS, County and NCWCD 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, NCWCD desires to have its staff have access to certain orthophotography, digital planimetric data, and parcels and soils data(upon completion) through a license agreement in exchange for NCWCD'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 NCWCD such access and to facilitate the sharing of GIS information between NCWCD 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 NCWCD 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 NCWCD, its contractors, and its agents. NCWCD shall provide to County a list of the names of NCWCD's staff members, contractors, and agents who are authorized to access the Product. Page 1 of 8 Pages 2001-2592 B. This Agreement does not constitute a sale of any title or interest in the Product. Title to the Product is not transferred to NCWCD. Ownership of the Product and of any authorized copies made by NCWCD is vested in County, subject to the rights granted to NCWCD in this License Agreement. The County reserves all rights not expressly granted to NCWCD by this License Agreement. C. NCWCD understands this is a one-time delivery and that the County has no responsibility for updating the Product or information contained therein; however, NCWCD may receive any update created by County upon request. County shall have no obligation or responsibility to provide maintenance, support or training to NCWCD. 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, except for the "approved purposes" listed in Article I, Paragraph E. NCWCD 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 medium now known or hereinafter created to a third party without the express written permission of County, except for the "approved purposes" listed in Article I, Paragraph E. E. NCWCD may copy, reproduce, transmit, publish, transfer, permit access to, distribute, or otherwise make available the Product or part of the Product for the following "approved purposes" without first obtaining the express written permission of County: 1. Unrestricted use of the Product on NCWCD's computers or by NCWCD's contractors' or agents' computers for purposes of their contract or agency. 2. Reproduction and publication in maps and other documents produced by NCWCD for public purposes. 3. Inspection, copying, production of printouts or computer disks, or any other use or reproduction as determined by NCWCD to be required under the Colorado Open Records Act, C.R.S. §§ 24-72-201-206. F. NCWCD agrees to notify its employees, agents, and any contractors of the restrictions contained in this License Agreement and ensure their compliance with such restrictions. NCWCD also agrees to provide to County written documentation specifying that each employee, agent, or contractor authorized to access the Product understands and agrees to the requirements contained herein. G. NCWCD 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 Page 2 of 8 Pages 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-paragraphs B. and C., below. B. On termination of this License Agreement for any reason, NCWCD may retain and continue to use the Product. There is no obligation for NCWCD to remove the Product from its computers or to return the Product to County upon termination of this License Agreement. 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, NCWCD may supply County with the following information, upon availability: • Future Land Use - Integrates future land use plans from cities within Boulder, Larimer and Weld Counties as well as county plans. • Aerial Photography, Satellite Imagery (Northern Colorado Area). • Hydrography (Statewide 1:100,000 and Northern Colorado Area 1:24000). • District Boundaries (NCWCD and other irrigation districts). • Watershed Boundaries (1:24,000 , State Wide). • USGS DGR's (State wide, with out collars). • USGS DEMs (90, 30 and 10m). • County and City Boundaries (State wide). • NRCS Soils (State and county level). • PLSS (1:24,000 Northern Colorado Area). ARTICLE IV No Warranties A. The Product has been developed solely for internal use only by the County. NCWCD expressly agrees that NCWCD's use of the Product is at NCWCD's sole risk and undertaking. NCWCD 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, Page 3 of 8 Pages 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. B. 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. NCWCD AGREES THAT THE PRODUCT SHALL BE USED AND RELIED UPON ONLY AT THE RISK OF NCWCD. C. The information NCWCD may provide to County has been developed solely for internal use only by NCWCD. County expressly agrees that County's use of the information NCWCD may provide is at County's sole risk and undertaking. County understands and acknowledges that the information NCWCD may provide to County is subject to constant change and that its accuracy and completeness cannot be and is not guaranteed. UNDER NO CIRCUMSTANCE SHALL THE INFORMATION NCWCD MAY PROVIDE TO COUNTY BE USED FOR FINAL DESIGN PURPOSES. THE INFORMATION NCWCD MAY PROVIDE TO COUNTY IS DISTRIBUTED ON AN "AS-IS" BASIS. NCWCD MAKES NO WARRANTIES OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, AS TO THE COMPLETENESS, ACCURACY, OR CORRECTNESS OF SUCH INFORMATION, 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. D. NCWCD 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 NCWCD MAY PROVIDE OR INABILITY TO USE THE INFORMATION NCWCD MAY PROVIDE OR OUT OF ANY BREACH OF ANY WARRANTY. COUNTY AGREES THAT THE INFORMATION NCWCD MAY PROVIDE TO COUNTY SHALL BE USED AND RELIED UPON ONLY AT THE RISK OF COUNTY. ARTICLE V LIABILITIES A. NOTWITHSTANDING THE PROVISIONS OF ARTICLE IV ABOVE, IF LIABILITY CAN BE IMPOSED ON COUNTY, NCWCD AGREES THAT COUNTY'S AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES TO Page 4 of 8 Pages NCWCD, 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 NCWCD COVENANTS AND PROMISES THAT IT WILL NOT SUE COUNTY FOR A GREATER AMOUNT. B. NOTWITHSTANDING THE PROVISIONS OF ARTICLE III ABOVE, IF LIABILITY CAN BE IMPOSED ON NCWCD, COUNTY AGREES THAT NCWCD'S AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES TO COUNTY, 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 NCWCD UNDER THIS LICENSE AGREEMENT, AND COUNTY COVENANTS AND PROMISES THAT IT WILL NOT SUE NCWCD FOR A GREATER AMOUNT. C. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO WAIVE OR LIMIT ANY RIGHT OR DEFENSE AVAILABLE TO COUNTY OR NCWCD UNDER THE "COLORADO GOVERNMENTAL IMMUNITY ACT" OR ANY SIMILAR OR RELATED STATUTORY PROVISION. ARTICLE V Breach And Remedies A. In the event NCWCD 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. NCWCD 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,NCWCD shall have the right to any and all legal or equitable remedies, including, but not limited to, injunctive relief. ARTICLE VI 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, Page 5 of 8 Pages merger, or consolidation. Any attempted assignment or transfer in derogation of this prohibition is void. ARTICLE VII 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. NCWCD 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 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. 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 6 of 8 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 NCWCD: General Manager 1250 N. Wilson Avenue Loveland, CO 80537 H. The undersigned warrant that they have full power and authority to enter into, and where applicable, to act as the agent of NCWCD 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 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. Page 7 of 8 Pages IN WITNESS WHEREOF, said parties have hereto set their hands and seals. ATTEST: LEW 14aOUNTY OF W D: EllWeld unty Clerk to the BoardCe- BY4a6i , )% ;, . J. site, Chairman (09/12/2001) / Deputy Cle to the B .,. kv ,•r "" oard of County Commissioners of the County of Weld NORTHERN COLORADO WATER CONSERVANCY DISTRICT: BY:r k) , 4. .-L Eric Wilkinson, General Manager Page 8 of 8 Pages 08 44 G&#66"ead r f445tl6 a ` t RA#3Aa ".tfi4@kt '9eBBi$ g :Stil$stayD 4"414$A . A@$9ffi@$40$A8 Au;;; #> Ya 88$$$$ I '*9$aABad 4Y#Satrs 4#$B$ i8ak as ama$ffi0 R$d$d a FAtl$8k$;A #BBa t 8 B4@$Ad&#< 6a B$&F$8408 A 8xk6@Sd t4 p;ffi8$ k 90 if } F 440S�§9d8$y„40k 8p$f tom.�4#84Y k.Ybsyy91x8,{ 0. E '$4i84$d ffi, ggD,,tt qpb p gg a* e� f ( to 9e Paag$8 �. �� d 1gA � +�,�: Z ` n,4991$ W ��Ae' t . + AA <a � �$' yge, it@$a$k$8o-; 8z xx#H s e fn aa94a 448ffi88$$tb0 8 A$a pillg. 4$8a e9�&a9@ 146 K s g& 9w.0Hffi&@9$9a9# A8₹ <494 9& 8 a eA gg$ 9III $6$g$ '¢9@ffi00 $b �9 9 $B$&8$eRa W880$ffi$$.8 aPSOA W�;. R ax P ya$$ @@8&gigi�B k qq d00$$@$%06ka a$a6%° roaoe%e . e 6 L.a $tax.e ,16.80$llk8u�yma A bas aBq m„a °agt . 8 o- g•ft.,fl n: om: $ s$m&aa$m$ma Oa $$q 9Abk$e pa3 a8@Qaa $ I.0 ar; d• a A t$$ t9 4- S. i1*SAe$W 64$$ y mB:Ksa e$9Wa$$a$$ age Y2if:g �. 69 $#e Ag8$A 'k R4a4 frae 894 as&$ 84 Fa$$8n 8&4a$Aa4$ Idfl$b448$4948#adetlt¢a @ $ A }} ®® yp $$gq8a0 $$ d &$8g8%A99xa Ea#0 nx trx.PDd&##UP## $ 0�•$$6984kVn�a$a$#$8x6ta$8m#A$&n$6gw $$$$%DAw. Ak DIRECTORS September 7, 2001 . SEP 1 0 2001 1 Ll BOULDER COUNTY `,NELD COUNTY °AK�''i` ATTORNEY'S OFFICE Le.Williams Ruth Wright LARIMERCOUNTY Mr. Bruce Barker MikeApplgate Weld County Attorney William H.Brown Marjorie/I.KrileM4 P.O. Box 1948 WELD COUNTY Greeley, CO 80632 William E.&Mender Kenton Brunnv )err Wimen Dear Mr. Barker: WASHINGTON AND MORGAN COUNTIES E.L Cauca Enclosed please find two signed, original License and Exchange Agreements for LOGAN COUNTY Geographic Data between the Northern Colorado Water Conservancy District Witham ca„, (District) and Weld County. SEDOWICK COUNTY CmgeJenik Please have both originals signed and dated and return one to the District. The other DIRECTOR EMERITUS original is for Weld County's records. WD Fur Feel free to call me at (970) 622-2305 if you have any questions OFFICERS Sincerely, Mike Applegate, President Korean Miaow, Vke aesideve ErirWWllklmon, Secretary Candys Si en Dare°D Zimbelman, Administrative Assistant Treasurer Chief Engineer Enclosures LEGAL COUNSEL 1120 Lincoln T twer&Freeman,P.C. incoln Stuck[ Suite 1600 Denver,Colorado 80203 490C'! 2.5'7c — Hello