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Home My WebLink About20001090.tiff RESOLUTION RE: APPROVE LICENSE AGREEMENT FOR GIS GEOGRAPHIC DATA AND AUTHORIZE CHAIR TO SIGN - UNIVERSITY OF NORTHERN COLORADO, DEPARTMENT OF GEOGRAPHY 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 Agreement for use of GIS 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 System (GIS) Division, and the University of Northern Colorado, Department of Geography, commencing upon full execution of said agreement, and ending five years from the date of 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 Agreement for use of GIS 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 System (GIS) Division, and the University of Northern Colorado, Department of Geography 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 10th day of May, A.D., 2000. BOARD OF COUNTY COMMISSIONERS ,,�!� W D COUNTY, COLORADO 13 I ��.T .1 a i/ Cult I L/ ci ATTEST: � ��i :� -� � -- �� Barbara J.rkmeyer, Chair Weld County Clerk to the :<r 4 !� Mt‘, 4 3 . J G ile, Pro-Tem Deputy Clerk to the Boa W.155:77 r �� eorg . Baxter APPROVED AS TO M: Dale K. Hall -_ � unt yv _ Attorn-,y � � fA,r!� Glenn Vaad 2000-1090 DP0010 University of Northern Colorado Department of Geographytvy y Contract Routing No. GKA00-0000 LICENSE AGREEMENT THIS LICENSE AGREEMENT, made this day of pril 2000, is entered into by and between the COUNTY OF WELD, COLORADO, a body politic and corporate (the "County"), and the State of Colorado acting by and through the Board of Trustees of the University of Northern Colorado for the benefit of the Department of Geography ("Licensee"), with offices for transaction of business located at 501 20th Street, Greeley, Colorado 80639. WITNESSETH: WHEREAS, Licensee has requested from Weld County a license to use of the GIS geographic data; and WHEREAS,the County is willing to grant said license to Licensee subject to the limitations and provisions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and conditions herein, the parties hereby agree as follows: ARTICLE I SCOPE OF AGREEMENT A. In consideration of Licensee's payment of the sum set forth in Article III, the County hereby grants the Licensee a personal, non-exclusive, non-assignable and non-transferable license for the term of this Agreement to use the GIS geographical data owned by Weld County (the "Product") for internal use only by Licensee and Licensee's contractors for the sole purpose of teaching and research and as restricted by this Agreement in Article IV. B. This Agreement does not constitute a sale of any title or interest in the Product. Title to the Product is not transferred to Licensee. Ownership of the Product and of any authorized copies made by Licensee is vested in the County, subject to the rights granted to Licensee in this Agreement. The County reserves all rights not expressly granted to Licensee by this Agreement. C. Licensee understands this is a one-time delivery and that the County has no responsibility for updating the Product or information contained therein.County shall have no obligation or responsibility to provide maintenance, support or training to Licensee. 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 the County. Licensee 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 the County. Licensee agrees to notify its employees agents, Page 1 of 5 DOC:GEOGRAPHY and any contractors of the restrictions contained in this Agreement and ensure their compliance with such restrictions. E. Licensee 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 the County or the vendors furnishing said items to the County. ARTICLE II PERIOD OF AGREEMENT A. This Agreement shall commence upon the Licensee's receipt of the Product from the Weld County Geographic Information Systems Division ("GISD. This Agreement shall remain in force for a term of five (5) years from the date Licensee receives the Product from GIS. B. Licensee is only granted the right to use the Product during the License Period. This Agreement shall automatically terminate upon the expiration of the term. C. The provisions of this Agreement regarding confidentiality and restrictions(Article I, Paragraph D) and the provisions of Articles IV, V, and VI shall survive termination of this Agreement for any reason. ARTICLE III AGREEMENT SUM Licensee shall pay to the County $0.00 by certified check upon execution of this Agreement by Licensee and prior to receipt of the Product. ARTICLE IV NO WARRANTIES The Product has been developed solely for internal use only by the County. Licensee expressly agrees that use of the Product is at Licensee's sole risk. Licensee understands and acknowledges that 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. THE 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. THE 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. LICENSEE AGREES THAT THE PRODUCT SHALL BE USED AND RELIED UPON ONLY AT THE RISK OF THE LICENSEE, Page 2 of 5 DOC:GEOGRAPHY ARTICLE V LIABILITIES WITHIN THE LIMITS OF THE COLORADO GOVERNMENTAL IMMUNITY ACT, LICENSEE AGREES TO INDEMNIFY AND HOLD HARMLESS THE COUNTY, ITS OFFICIALS, OFFICERS, EMPLOYEES AND SERVANTS FROM ANY LIABILITY, CLAIMS, LOSS, DAMAGES, INJURY,AND COSTS ARISING OUT OF THIS AGREEMENT OR PROCURING, COMPILING, COLLECTING, INTERPRETING, PRODUCING, USING OR COMMUNICATING THE PRODUCT OR INFORMATION CONTAINED THEREIN. B. IF, NOTWITHSTANDING ARTICLE IV ABOVE, LIABILITY CAN BE IMPOSED ON COUNTY, THEN LICENSEE AGREES THAT COUNTY'S AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES TO LICENSEE 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 AGREEMENT, AND LICENSEE 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 UNDER THE "COLORADO GOVERNMENTAL IMMUNITY ACT" OR ANY SIMILAR OR RELATED STATUTORY PROVISION. ARTICLE VI BREACH AND REMEDIES A. In the event Licensee breaches any of the terms, conditions, covenants, or agreements contained in this Agreement, not only shall the license granted herein immediately cease, but the County shall thereupon have the right to any and all legal or equitable remedies, including but not limited to injunctive relief. B. Licensee acknowledges that use or disclosure of the Product in violation of this Agreement may cause irreparable harm to the County. ARTICLE VII NON-ASSIGNABILITY Neither this Agreement nor the rights granted by it shall be assigned or transferred by the Licensee 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 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 Agreement shall be Weld County, Colorado, and/or the Federal District Court for the District of Colorado. Page 3 of 5 DOC:GEOGRAPHY ARTICLE IX MISCELLANEOUS A. Licensee will do or cause to be done all things necessary to preserve its rights and meet its obligations under this Agreement. B. This Agreement contains no financial commitments on the part of the County,and any financial commitments on the part of the County which become a part of this Agreement are subject to appropriation by the Board of County Commissioners of Weld County, State of Colorado. If County funds for this Agreement are not appropriated for each County fiscal year, the County may terminate this Agreement upon thirty (30) days written notice to Licensee. The County's fiscal year is currently the calendar year. C. Captions used in this Agreement are for convenience and are not used in the construction of this Agreement. D. This Agreement contains the entire 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 anjr of the terms herein unless done in writing and signed by unauthorized representative of the parties. E. If for any reason a court of competent jurisdiction finds any provision of this 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 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 County and Licensee. G. Any notice or communication given pursuant to this 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: The County With a copy to Judi E3oeck Bruce Barker Weld County GIS Division Weld County Attorney 1400 N. 17th Avenue P. 0. Box 1948 P. 0. Box 758 Greeley, Colorado 80632 Greeley, Colorado 80632 970-356-4000 x 4390 970-356-4000 x 2520 Licensee: David Cole, Chairman Department of Geography University of Northern Colorado Candelaria Hall 214 Campus Box 115 Greeley, Colorado 80639 970-:351-2346 Page 4 of 5 DOC:GEOGRAPHY H. The undersigned warrants to the County that it has full power and authority to enter into, and where applicable, to act as the agent of Licensee and be bound to perform its obligations under this Agreement. IN WITNESS WHEREOF, said parties have hereto set their hands and seals. LICENSOR: BOARD OF COUNTY COMMISSIONERS ATTEST: /t,, t4_ WELD COUNTY, COLORA O Weld Countytler tote C,I Lf /. `% By: 2441 \/ By: €1ci- o. -' _'� , a•+ � ' 1, Barbara J. Kirkmeye , Chair (/ { : :4119 (o5-/U-a000 Deputy Clerk to the B.-rda Per r APPROVE AS O FORM: till 4 By: i ; Linty Attorney _ LICENSEE: STATE OF COLORADO ACTING BY AND THROUGH THE BOARD OF TRUSTEES OF THE UNIVERSITY OF NORTHERN COLORADO By: -- Marl e Strathe, Provost Vice President of Academic Affairs 6-a-Lt C David Cole, Chairman Department of Geo raphy P. Kay No n eneral Counsel Page 5 of 5 DOC:GEOGRAPHY Hello