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RESOLUTION
RE: APPROVE LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA
AND AUTHORIZE CHAIR TO SIGN - BOULDER COUNTY, CITY OF LONGMONT,
TOWN OF ERIE
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 among 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 (GIS) Division, and Boulder County, City of Longmont, and Town of Erie,
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 (GIS) Division, and Boulder County, City of Longmont, and Town of Erie 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 August, A.D., 2000.
BOARD OF COUNTY COMMISSIONERS
W COUNTY, COLer'
0
ATTEST: (�► ,y ;N v� ��•�� arbara . irkmeye ,
Weld County Clerk to - B O CV — i ir _
� 1f7-ir" Ø,tem
(pi/ %/!1T S��
Deputy Clerk to the Boa . EXCUSED DATE OF SIGNING (AYE)
AP VED A
- Dale K. Hall
ounty Att rney AL / ielt-A
Glenn Vaad
OC-• L'/_S Cou'i t4/ 67 d'4/der 2000-1978
e.tw/ hi .lor ymev/f DP0010
72u'4 Di de
LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA
THIS LICENSE AND EXCHANGE AGREEMENT is made and entered into this ___
day of January, 2000, 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 "Weld County;" and the COUNTY OF BOULDER, a body politic and corporate
of the STATE OF COLORADO, by and through the Board of County Commissioners of the
County of Boulder, whose address is P.O. Box 471, 2025 14th Street, Boulder CO 80306; the
CITY OF LONGMONT, a municipal corporation of the STATE OF COLORADO, by and
through its City Council, whose address is 350 Kimbark Street, Longmont, Colorado 80501; and
the TOWN OF ERIE, a municipal corporation of the STATE OF COLORADO, by and through
its Board of Trustees, whose address is 645 Holbrook, Erie, CO 80516, hereinafter referred to
collectively as "Licensees."
WITNESSETH:
WHEREAS, Weld County and Licensees are authorized to enter into intergovernmenial
agreements with one another,pursuant to C.R.S. §29-1-203 and Colorado Constitution Article XIV,
V,
§ 18(2)(1), for the purpose of achieving greater efficiencies for the provision of services in both
jurisdictions, and
WHEREAS, Weld County has been working on the provision of a geographic
information system ("GIS") for use by Weld County personnel and by other persons, entities and
local governmental jurisdictions upon license agreement, and
WHEREAS, Licensees desires to access certain orthophotography, digital planimetric
data, and parcels and soils data (upon completion) through a license agreement in exchange to-
Licensees supplying to Weld County certain GIS usable information, such as GPS, surve:, .
address and map information with respect to the Licensees, 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 allow,nig
Licensees such access and to facilitate the sharing of GIS information between Licensees and
Weld County.
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein.
the parties hereby agree as follows:
Page 1 of 9 Pages
2000-1978
ARTICLE I
Scope of Agreement
A. In consideration of the promises and covenants by Licensees stated herein, Weld County
hereby grants Licensees personal, non-exclusive, non-assignable and non-transferable
licenses for the term of this License Agreement to use certain orthophotography, digital
planimetric data, and parcels and soils data(upon completion) owned by Weld Count\
(hereinafter referred to as the"Product") for internal use only by Licensees.
B. This Agreement does not constitute a sale of any title or interest in the Product. Title to
the Product is not transferred to Licensees. Ownership of the Product and of any
authorized copies made by Licensees is vested in Weld County, subject to the rights
granted to Licensees in this License Agreement. The Weld County reserves all rights n(1
expressly granted to the Licensees by this License Agreement.
C. Licensees understand this is a one-time delivery and that Weld County has no
responsibility for updating the Product or information contained therein; however,
Licensees may receive any update created by Weld County upon request. Weld County
shall have no obligation or responsibility to provide maintenance, support or training to
Licensees.
I). No part of the Product may be copied, reproduced or transmitted in any form or by an)
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 Weld County. Unrestricted use of the
Product on the Licensees' computers or by Licensees' 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. Licensees 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 Weld
County, except for those "approved purposes" as set forth herein above. Licensees agree
to notify its employees, agents, and any contractors of the restrictions contained in this
License Agreement and ensure their compliance with such restrictions.
E. Licensees agree 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 Weld County or the vendors furnishing said items to Weld
County.
Page 2 of 9 Pages
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. Any party may terminate its participation in this License Agreement upon
written notification to the other parties, subject to the provisions of sub-paragraph C'.,
below.
B. Licensees are 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 IV
No Warranties
The Product has been developed solely for internal use only by Weld County. Licensees
expressly agree that Licensees' use of the Product is at their sole risk and undertaking. Licensees
understand and acknowledge 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. WELD 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.
WELD 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 US]
OF THE PRODUCT OR INABILITY TO USE THE PRODUCT OR OUT OF ANY BREACI I
OF ANY WARRANTY. LICENSEES AGREE THAT THE PRODUCT SHALL BE USED
AND RELIED UPON ONLY AT THE RISK OF LICENSEES.
Page 3 of 9 Pages
ARTICLE V
Liabilities
A. TO THE EXTENT AUTHORIZED BY LAW, LICENSEES AGREE TO INDEMNIFY
AND HOLD HARMLESS WELD 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 PRODIJCT
OR INFORMATION CONTAINED THEREIN.
B. NOTWITHSTANDING THE PROVISIONS OF ARTICLE IV ABOVE, IF LIABILITY"
CAN BE IMPOSED ON WELD COUNTY, LICENSEES AGREE THAT WELD
COUNTY'S AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJL RI) S
TO LICENSEES, ARISING OUT OF ANYTHING TO BE DONE OR FURNISHED
HEREUNDER, REGARDLESS OF THE CAUSE OF THE LOSS OR INJURY A.ND
REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT
CLAIMED TO HAVE BEEN VIOLATED, SHALL NEVER EXCEED THE DOLLAR
AMOUNT RECEIVED BY WELD COUNTY UNDER THIS LICENSE AGREEMENT,
AND LICENSEES COVENANTS AND PROMISES THAT THEY WILL NOT SUE
WELD COUNTY FOR A GREATER AMOUNT.
C. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO WAIVE OR LIME'
ANY RIGHT OR DEFENSE AVAILABLE TO THE PARTIES UNDER THE
"COLORADO GOVERNMENTAL IMMUNITY ACT" OR ANY SIMILAR OR
RELATED STATUTORY PROVISION.
ARTICLE VI
Breach And Remedies
A. In the event the Licensees breach any of the terms, conditions, or covenants contained in
this License Agreement, not only shall the license granted herein immediately cease, but
Weld County shall thereupon have the right to any and all legal or equitable remedies,
including but not limited to injunctive relief.
B. Licensees acknowledge that use or disclosure of the Product in violation of this License
Agreement may cause irreparable harm to Weld County.
Page 4 of 9 Pages
ARTICLE VII
Non-Assignability
Neither this License Agreement nor the rights granted by it shall be assigned or
transferred by the Licensees 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 Licensees will do or cause to be done all things necessary to preserve their rights and
meet its obligations under this License Agreement.
B. This License Agreement contains no financial commitments on the part of Weld County
and any financial commitments on the part of Weld County which become a part of thi;
License Agreement are subject to appropriation by the Board of County Commissiioners
of Weld County. If County funds for this License Agreement are not appropriated for
each fiscal year, Weld County may terminate this License Agreement upon thirty i 30)
days written notice to Licensees. Weld 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 with respect
to the subject matter contained herein. No other representation whether oral or written
may be relied upon by either party other than those that are expressly set forth herein. \o
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
Page 5 of 9 Pages
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 die
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 Weld County and Licensees.
O. 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 addresses listed above.
H. The undersigned warrants to Weld County that it has full power and authority to enter
into, and where applicable, to act as the agent of the Licensees and be bound to perform
its obligations 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 shal
be deemed an incidental beneficiary only.
IN WI ESS WHEREO , said parties have hereto set their hands and seals.
ice..
ATTEST: �, ^ ! COUNTY OF WELD:
'�'
Weld County Clerk to the :o.
I.cl
By: I':-r�L id ' C' , C
BY: ,: / �.�/ �
gBarbara J. KirkmeYer , Chair
Deputy Clerk to the I 4 j' Board of County Commissioners of the
lI County of Weld (08- 14-.2cok
M\W PFILESV GREEABouldedo wpd
Page 6 of 9 Pages
ATTEST: COUNTY OF BOULDER:
i
i
BY: j�L4-t1C(1(4 (L (2 It t ./
BY: 491,044t4C, f t,. Ronald K. Stewart . Chair
S,AL of LI i-°11a0 Board of County Commissioners of the
County of Boulder
!I
7C Boulder-':/,.
$ Coun#y .
C. o
(0, Oct/
RCOUN .�c�.
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Page 7 of 9 Pages
A"I.'TEST: CITY OF LONGMONT:
BY: (� , c )tait., BY: /
Mayor
APPROVED AS TO FORM
\PIT G 0
( ATTORNEY
Dv
&. coi49#1
Page 8 of 9 Pages
AT:TEST�, TOWN OF ERIE:
B'!i:�� �i%'t,g4c % Y t; i,r '. / BY: —
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Page 9 of 9 Pages
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