HomeMy WebLinkAbout20012627.tiff RESOLUTION
RE: APPROVE LICENSE AND EXCHANGE AGREEMENT GEOGRAPHIC DATA AND
AUTHORIZE CHAIR TO SIGN - CENTENNIAL BOCES
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 Systems
(GIS) Division, and Centennial BOCES, 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 Geographical Information Systems (GIS)
Division, and Centennial BOCES 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 19th day of September, A.D., 2001.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: `EXCUSED DATE OF SIGNING (AYE)
. J. Geile, Chai
Weld County Clerk to the[pi O 9 ,
A Glenn Vaad, ro-Tem
BY: G4 , �. .�C' ���, 1
Deputy Clerk to the Boar y� t -�
Willis Jerke
APPR?VED AS TO F e`er'
avid E. Long
oust Attorne
/ Robert D. Masden
Date of signature: 44/
2001-2627
�r : G/5 (en*enn,a.l Bar (7,42DP0010
1,124
Greeley Office Longmont Office
800 8th Avenue 830 South Lincoln Street
Greeley,CO 80631 Longmont,CO 80501
970/352-7404 - 303/772-4420
303/629-0994(Metro) 970/352-0772 Greeley
970/352-7350(Fax) 303/776-0504 FAX
Ault-Highland RE-9 CENTENNIAL Pawnee-Grover RE-12
Briggsdale RE-10 Platte Valley RE-7
Eaton RE-2 CE 3 Prairie-New Raymer RE-111
Gilcrest RE-I St.tin valley RE-II
Johnstown-Milliken RE-51 Thompson R-2J
Park R-3 Board of Cooperative Educational Services
Joining forces to enrich educational opportunities for students
D 1 •
SEP 1 7 2001 J
September 13, 2001
WELD COUNTY
ATTORNEYS OFFICE
Mr. Bruce T. Barker
Weld County Attorney
P. O. Box 758
Greeley, CO 80632
Dear Mr. Barker:
Enclosed are the two signed originals of the revised License and Exchange Agreement for
Geographic Data between Weld County and Centennial BOCES.
Please return one signed original of the agreement to me when it has been completed.
Please call me at 970-352-7404 x 12 if you need more information.
Sincerely,
c , � A
Dale McCall
Executive Director
DM/js
Enclosures(2)
c: Denny Hill
Jack Pendar
Jo Barbie-Redmond
Glenn McClain
John Nuspl
Dennis Scheer
Brian Lessman
LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA
THIS LICENSE AND EXCHANGE AGREEMENT is made and entered into this 01'1'
day of SaftvrnAn1 , 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 10th Street, P.O. Box 758, Greeley,
CO 80632, hereinafter referred to as "County," and CENTENNIAL BOCES, whose address is
800 8t°Avenue, Greeley, CO 80631, on behalf of and for the various school districts of Weld
County.
WITNESSETH:
WHEREAS,County and the various school districts in Weld County 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, BOCES desires to provide assistance to the various school districts in Weld
County access to certain orthophotography, digital planimetric data, and parcels and soils data
(upon completion) on behalf of and for the various school districts in Weld County through a
license agreement in exchange for BOCES's supplying to County certain digital data applicable
to GIS , such as GPS, survey, subdivision, boundary, and map information with respect to the
school districts assisted with this project by BOCES, , hereinafter collectively referred to as
`BOCES," 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
BOCES such access and to facilitate the sharing of digital data applicable to GIS between
BOCES 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 BOCES a personal, non-exclusive, non-assignable and
non-transferable license for the term of this License Agreement to use certain
orthophotography, digital planimetric data, parcels and soils data(upon completion), and
Page 1 of 7 Pages
other information agreed to by the parties, which is owned by Weld County (hereinafter
referred to as the "Product") for internal use only by BOCES (except for those "approved
purposes" as set forth in sub-paragraph D., below).
B. This Agreement does not constitute a sale of any title or interest in the Product. Title to
the Product is not transferred to BOCES. Ownership of the Product and of any
authorized copies made by BOCES is vested in County, subject to the rights granted to
BOCES in this License Agreement. The County reserves all rights not expressly granted
to the BOCES by this License Agreement.
C. Both parties understand this is a one-time delivery and that the contributing party has no
responsibility for updating the Product or information contained therein; however, either
party may receive any update created by the other upon request. Neither party shall have
an obligation or responsibility to provide maintenance, support or training to the other .
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 BOCES's computers or by BOCES's contractors' or agents' computers for
purposes of their contract or agency; the printing of maps showing streets, political
boundaries, comprehensive plan overlays, subdivision locations, zoning layers, open
space locations, topographic contours, and aerials; 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. BOCES 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. BOCES 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. BOCES 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
Page 2 of 7 Pages
periods, unless sooner terminated by either party upon written notification, subject to the
provisions of sub-paragraph C., below.
B. BOCES 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
BOCES 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 BOCES's boundaries which BOCES may acquire.
2) Updated information regarding BOCES's boundaries and facilities, including
address information.
3) Any other GPS information acquired by BOCES which would be helpful to
County.
The names and addresses of all the of the school districts which BOCES intends to assist
through this Agreement are set forth in"Attachment A," which is attached to this Agreement.
ARTICLE IV
No Warranties
The Product has been developed solely for internal use only by the County. BOCES
expressly agrees that BOCES's use of the Product is at BOCES's sole risk and undertaking.
BOCES 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.
Page 3 of 7 Pages
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. BOCES AGREES THAT THE PRODUCT SHALL BE USED AND
RELIED UPON ONLY AT THE RISK OF BOCES.
ARTICLE V
Liabilities
A. TO THE EXTENT LEGALLY POSSIBLE, BOCES AGREES TO INDEMNIFY AND
HOLD HARMLESS THE COUNTY ITS OFFICIALS, OFFICERS, EMPLOYEES AND
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, BOCES AGREES THAT COUNTY'S
AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES TO BOCES,
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 BOCES 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 OR BOCES UNDER THE
"COLORADO GOVERNMENTAL IMMUNITY ACT" OR ANY SIMILAR OR
RELATED STATUTORY PROVISION.
ARTICLE VI
Breach And Remedies
A. In the event the BOCES 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.
Page 4 of 7 Pages
B. BOCES acknowledges that use or disclosure of the Product in violation of this License
Agreement may cause irreparable harm to the County.
D. In the event the County breaches any of the terms, conditions, covenants contained in this
License Agreement, the BOCES 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. The BOCES 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. The County's fiscal year is the calendar year. BOCES' fiscal
year is July 1 to June 30 of each year.
Page 5 of 7 Pages
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
with a copy to:
Weld County Attorney
P. O. Box 1948
Greeley, Colorado 80632
BOCES:
Dale McCall
800 8th Avenue
Greeley, CO 80631
H. The undersigned warrant that they have full power and authority to enter into, and where
applicable, to act as the agent of the BOCES and be bound to perform its obligations
Page 6 of 7 Pages
under this License Agreement.
I. 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,R said parties have hereto set their hands and seals.
ATTEST: ��� j1/��`rAt ` ��` ;COUNTY OF WELD:
Weld County Clerk to the :i . d i til Y: 7 166"2BY: ,y,/e." .. , , A7, ,, ,, ��" M. J. eile, Chairman (09/19/2001)
i.Deputy Clerk to the :Vt. ! Board of County Commissioners of the
S® 1 i1 County of Weld
ATTEST: CENTENNIAL BOCES: s�
BY: BY: 4-6_ iii e d.6C
Dale McCall, Executive Director,
Centennial Board of Cooperative
Educational Services
M AWPFILESV GREEABOCESGIS.wpd
Page 7 of 7 Pages
School Growth Planning Grant
Participating Districts Attachment A
Weld County School District, RE-1 Johnstown/Milliken District, RE-5J Windsor School District, RE-4
P. O. Box 157 3 North Jay P. O. Box 609
Gilcrest, CO 80623 Johnstown, CO 80534 Windsor, CO 80550-0609
Platte Valley School District, RE-7 Eaton School District, RE-2 Ault/Highland School District, RE-9
P. O. Box 485 200 Park P. O. Box 68
Kersey, CO 80644-0485 Eaton, CO 80615 Ault, CO 80610-0068
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