HomeMy WebLinkAbout940210.tiff RESOLUTION
RE: APPROVE IRREVOCABLE LICENSE AGREEMENT WITH CLANAHAN, TANNER, DOWNING AND
KNOWLTON, P.C. , AND AUTHORIZE CHAIRMAN TO SIGN
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 an Irrevocable License Agreement
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, and Clanahan, Tanner, Downing, and Knowlton, P.C. ,
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 Irrevocable License Agreement between the County of
Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, and Clanahan, Tanner, Downing, and Knowlton, P.C. , be, and hereby is,
approved.
BE IT FURTHER RESOLVED by the Board that the Chairman 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 23rd day of February, A.D. , 1994.
n9 7) / // BOARD OF COUNTY COMMISSIONERS
ATTEST: '�t,4 //J�;'('/(/�/� WELD COUNTY, COLORADO
Weld County Clerk to the Board (V , pAHbdciypW H. Webste , rman
BY: /7 , ''--J/f--( dL✓
Deputy Clerk to the Board Dale all, Pr Tem
~
APPR S TO FORM: t�
eorge . Baxter
EXCUSED DATE OF SIGNING (AYE)
County Attorney Constance L. Harbert )
, k__ / /Barbara J. Kirk yer O
940210
271 (1,C • CTD4X
IRREVOCABLE LICENSE AGREEMENT
THIS AGREEMENT is made and entered into this
�� -day of
February, 1994 , between Clanahan, Tanner, Downing and Knowlton,
P.C. , a Colorado professional corporation, whose address is 1600
Broadway, Suite 2400, Denver, Colorado 80202 ("CTD&K") , and the
County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, whose address is 915 10th
Street, Greeley, Colorado 80631 ("Weld County") .
RECITALS
1. The Clerk and Recorder for Weld County is the official
custodian, as referenced in C.R.S. , § 24-72-201, et seq. , (the
"Colorado Open Records Act") , of the real property records and UCC
records for Weld County (the "Records") .
2 . At the present time, said Records are created by Weld
County and are routinely maintained on 16 mm, microfiche film
utilizing an archival quality silver film development process.
3 . Weld County maintains at least three full sets of the
Records, including an original first generation silver film set
maintained safely in offsite storage, and two duplicate silver film
sets which are available for every day use by the public in the
Clerk and Recorder's office.
4 . CTD&K is desirous of obtaining its own duplicate set of
the Records pursuant to C.R.S. § 24-72-205 (2) and wishes to utilize
the diazo film development process.
5. The diazo film development process, although it does not
produce an archival quality duplicate of the original film,
nevertheless produces a very serviceable quality duplicate of the
original film and takes less than one-tenth the time, costs less
than one-third the expense, and is more durable in short-term heavy
use than film duplicated using the silver film development process.
6. A serviceable quality diazo duplicate can be obtained by
making a diazo copy of the duplicate silver film Records available
for everyday use by the public in the Clerk and Recorder's office
in Weld County.
7. Weld County, as the custodian of the official records, is
empowered pursuant to C.R.S. § 24-72-205 (2) to make arrangements
for the offsite reproduction of the duplicate silver film Records
on such terms as are reasonable;
NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties agree as follows:
94021 ,
1) Agreement to Furnish Diazo Copy of Records:
A. Weld County agrees to engage a contractor suitable to
both Weld County and CTD&K for the purpose of making a diazo copy
of the duplicate silver film Records of Weld County maintained in
the Clerk and Recorder's office. Both parties agree that Mountain
States Micrographics of 3900 East 48th Avenue, Denver, Colorado
80216 is an acceptable contractor for this purpose. CTD&K shall be
a disclosed third party beneficiary of any agreeement between Weld
County and the Contractor and CTD&K agrees to bear all expenses
associated with Weld County's engagement of said Contractor. In
addition, CTD&K agrees to pay to Weld County a service charge to be
paid, in part, to defray expenses associated with evaluating and
responding to the request of CTD&K equal to fifteen per-cent (15%)
of the total costs paid by Weld County to the Contractor.
B. At all times, the Contractor shall be under the direction
and control of Weld County. Upon completion of the duplication
process, the County will arrange for the Contractor to deliver the
diazo duplicate film set to the offices of CTD&K at the sole cost
and expense of CTD&K.
C. CTD&K hereby agrees to indemnify Weld County against any
contractual claims made by the Contractor under the contract to
duplicate the Weld County Records for the benefit of CTD&K, and
further agrees to indemnify Weld County against any loss or damage
of the Weld County duplicate silver film set of records while in
the care, custody or control of the Contractor; Provided, however,
that the liability of CTD&K shall not exceed twenty-five dollars
($25. 00) for the loss or damage of any single roll of 16mm
microfilm.
D. As security for the payment of the Contractor and the
service charge as herein agreed, CTD&K agrees to deposit with Weld
County the sum of $10, 000. 00 prior to the contractor's commencement
of work on the project. Upon completion of the duplication and
acceptance of the quality of the duplication by CTD&K, which
acceptance will not be unreasonably withheld, Weld County may pay
the Contractor out of the funds on deposit. Any deficiency in the
deposit amount to cover any payments CTD&K has hereby agreed to
make will be paid by CTD&K to Weld County within five working days
of receipt of an invoice by CTD&K itemizing such deficiency. Any
surplus of the deposit amount, after payment of all expenses as
agreed by CTD&K herein, shall be refunded to CTD&K within thirty
days after delivery of the diazo film set to CTD&K.
2) giant of Irrevocable License:
A. CTD&K hereby grants to Weld County an irrevocable license
in perpetuity for Weld County to copy the diazo film set of records
obtained by CTD&K pursuant to this Agreement. Weld County shall be
granted unlimited access to such records on reasonable notice at
-2-
940210
any time not during normal CTD&K office hours.
B. CTD&K shall not be entitled to any compensation for
making its film set available to Weld County for duplication other
than the reimbursement of its direct, necessary, actual costs which
it may incur in connection with the film duplication process. The
duplication process shall be performed by Weld County or by a
Contractor engaged by Weld County that is approved by CTD&K.
Approval by CTD&K of an acceptable contractor to duplicate the film
shall not be unreasonably withheld.
C. By this grant of this license, it is expressly understood
by CTD&K that the purpose of this Agreement is to allow Weld County
access to the CTD&K diazo film set in order that Weld County may
make additional copies of the Records upon the request of other
persons without having to again put Weld County's set of Records at
risk.
D. The film set subject to this License Agreement shall
include not only the diazo film set delivered by the contractor to
CTD&K after the initial duplication of Weld County's records, but
shall also include any subsequent additions to that film set which
may exist in the possession, ownership or control of CTD&K at the
time Weld County requests duplication of the CTD&K diazo film set,
and shall further include any copies of any indices of the records
prepared by Weld County which may be in the possession of CTD&K.
E. The License granted to Weld County herein is not
transferable to any other party, and only Weld County or an
approved oved Contractor shall be allowed access to the CTD&K film set
of Records pursuant to this License Agreement.
F. CTD&K agrees that the undertaking by CTD&K under this
Irrevocable License Agreement may be secured by an appropriate
security agreement and financing statement granting a security
interest to Weld County in the diazo film set of Records obtained
by CTD&K hereunder, and CTD&K agrees to cooperate in the execution
of any documents reasonably required to grant such security
interest to Weld County.
3 . Miscellaneous Provisions
A. If any provision of this Agreement shall be declared void
or unenforceable by a Court, the validity of any other provisions
and of the entire Agreement shall not be affected thereby.
B. Weld County shall have the right, in addition to any
other remedies available, to injunctive relief against acts or
omissions by CTD&K which violate any provisions in this Agreement,
it being hereby acknowledged that Weld County's legal remedies are
inadequate.
C. Waiver of any breach or default hereof at any time shall
-3-
411M9111
not constitute the waiver of any subsequent breach or default.
D. This Agreement shall be governed by and construed under
the laws of the State of Colorado.
E. All notices under this Agreement shall be delivered to
the parties at their addresses specified on the first page hereof
or at such other addresses as the parties may provide to each other
in writing by the same form of notice.
F. No agent, employee or representative of CTD&K or Weld
County has any authority to bind either party to any affirmation,
representation or warranty, and unless such is specifically
included in this written Agreement, it shall not be enforceable.
G. If either party is required to resort to legal action to
enforce the terms of this Agreement, the prevailing party shall be
entitled to an award of costs and attorneys ' fees in addition to
any other relief awarded.
H. This Agreement contains the entire agreement of the
parties and may not be modified except by a writing executed by
both parties.
IN WITNESS WHERE F, the parties have executed this Agreement
this 3 S day of ) , 1994 , which shall be the
effective date.
COUNTY OF WELD, STATE OF COLORADO
BY AND THROUGH THE BOARD OF
COUNTY COMMISSIONERS OF WELD COUNTY
1i, !Fc' i !
By: William H. WebsterJ, Chairmah
CLANAHAN, TANNER, DOWNING
AND KNOWLTON, P.C.
By: �d�9
Michael
-4-
940210
APPROVED AS TO SUBSTANCE, FOR WELD COUNTY:
MARY ANN FEUERSTEIN fl .�Al st.12 staff_ (e,.i
"'WWW�idounty C IIITIIerk and Recorder
APPROVED AS TO FORM, FOR WELD COUNTY:
BRUCE_.BAKER
Weld Qty Attornly j lye ___
-5-
940210
Hello