HomeMy WebLinkAbout950638.tiffRESOLUTION
RE: APPROVE DATA SHARING SERVICE AGREEMENT WITH U S WEST BUSINESS
RESOURCES, INC. 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 a Data Sharing Service Agreement
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 Assessor, and U S WEST Business
Resources, Inc., as agent for U S WEST Communications, Inc., 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 Data Sharing Service Agreement 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 Assessor, and U S WEST Business Resources, Inc., as agent for U S WEST
Communications, Inc. 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 3rd day of April, A.D., 1995.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
Weld County Clerk to the Board
BY: %C -et
eputy Clerk to the Board
APPROV D AS TO FORjuY.
unt
Dal= . Hall, Chairman
arbara J.,Kirkmey9f, P o-Tem
i
-deorge F. Baxter
Constance L. Harbert
W. H. Webster
GC ; LISJ OSW /Fs j
950638
AS0031
DATA SHARING SERVICE AGREEMENT
rd
THIS AGREEMENT is made and entered into this a —day of "'., 1995 by and between
U S WEST Business Resources, Inc., with offices for transaction of business located at 188
Inverness Drive WEST, Englewood, Colorado 80112, as agent for U S WEST Communications,
Inc., hereinafter referred to as "U S WEST," and County of Weld, Colorado, by and through the
Board of County Commissioners of the County of Weld, with offices for transaction of business
located at 915 Tenth Street, Greeley, Colorado 80631, hereinafter referred to as "County."
WITNESSETH:
WHEREAS, U S WEST is in need of land map information from the Weld County
Assessor's Office to be digitized by U S WEST for use in its business, and
WHEREAS, County's Assessor's Office is in need of the digitized land maps for use in
property tax assessment in Weld County, Colorado, and
WHEREAS, the parties hereto now desire to enter into this Agreement for the purpose of
providing an expeditious and least costly method for the creation of the digitized maps and for the
use thereof by both U S WEST and County.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. DEFINITIONS
A. "U S WEST" shall mean U S WEST Communications, Inc., and shall
include the Affiliates.
B. "Affiliates" shall mean any entity which, directly or indirectly through one
or more intermediaries, controls, or is controlled by, or is under common
control with U S WEST Communications, Inc., or its parent, U S WEST,
Inc. For the purposes of this Agreement, control means,
1) in the case of corporate entities, direct or indirect ownership of 20
percent or more of the stock or shares entitled to vote for the election
of the Board of Directors or other governing body of the entity; and
2) in the case of non -corporate entities, direct or indirect ownership of
20 percent or greater of the equity interest.
C. "Land base" shall mean the current land map records and information system
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utilized by the Weld County Assessor's Office for tax assessment purposes
in Weld County, Colorado.
D. "County" shall mean Weld County, Colorado, and shall include the Board of
County Commissioners of Weld County, its officers, and employees.
2. LICENSE TO USE COUNTY'S LAND BASE
County is the sole owner of land base. County hereby grants to U S WEST a license
to digitize and use County's land base for its busines purposess. U S WEST may
loan, lease, distribute, or transfer the land base digital files or copies thereof to its
employees, agents, or third parties who require access to it. U S WEST agrees to
notify any such employees, agents, or third parties of the restrictions contained in this
Agreement with respect to the use of the land base digital files or copies thereof. U
S WEST is hereby permitted to copy the land base as a permanent record for U S
WEST business purposes.
3. DELIVERY OF LAND BASE TO U S WEST
County agrees to make copies of its Assessor land maps and deliver the same to
Baymont Technologies, Inc., 14100 58th Street North, Clearwater, Florida 34620 at
County's sole expense. The land base maps shall then be digitized by Baymont with
the total cost of said digitizing being paid by U S WEST. U S WEST agrees that
it is solely responsible for any software necessary for it to adequately utilize the land
base maps once they are digitized, including any and all software upgrades. In no
event shall County be required to maintain compatibility with U S WEST on
software upgrades.
4. DELIVERY OF LAND BASE DIGITIZED MAPS TO COUNTY
In exchange for County's granting of the license to U S WEST as contained herein
to use land base and County's promise to pay for all copying of the land base and the
mailing of the same to Baymont, U S WEST agrees to pay Baymont for all costs
associated with Baymont's delivery to County of the land base digitized images as
produced by Baymont. Baymont has agreed that said land base digitized images
shall be sent to County in the following form:
A. One "raster" image.
B. One each of the following coverages:
1) Hydrology.
2) Roads -transportation.
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970638
3) Street edges.
4) Railroads.
5) Section corners.
6) Right-of-way.
7) Parcels.
Baymont has agreed to deliver said images to County in a form readable by County.
5. MISCELLANEOUS
A. Captions: Captions used in this Agreement are for convenience and are not
used in the construction of this Agreement.
B. Merger: This Agreement shall not be merged into any other oral or written
contract, lease, or deed of any type.
C. Modification: This Agreement contains the entire agreement of the parties.
No other representations, 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 respective parties.
D. Dispute Resolution: If any claim, controversy, or dispute of any kind or
nature whatsoever arises between the parties ("dispute") and such dispute
cannot be settled through negotiation, the parties agree to resolve the matter
by binding arbitration. Federal law shall govern the arbitrability of all such
claims. A single arbitrator engaged in the practice of law, who is
knowledgeable about computer law, shall conduct the arbitration under the
then current rules of the American Arbitration Association, except as
otherwise provided herein. The arbitrator shall have the authority to award
injunctive relief consistent with the provisions of this Agreement until such
time as the arbitrator's award is rendered or is otherwise resolved. The
arbitrator shall not have authority to award punitive damages. Each party
shall bear its own costs and attorneys' fees, and the parties shall share equally
the fees and expenses of the arbitrator. The arbitrator's decision and award
shall be final and binding, and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. If either
party files a judicial or administrative action asserting claims subject to
arbitration as prescribed herein and the other party successfully stays such
action and/or compels arbitration in such claims, the party filing said action
shall pay the other party's costs and expenses incurred in seeking such stay
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and/or compelling arbitration, including reasonable attorneys' fees.
E. Liability: County shall indemnify and hold harmless U S WEST and its
Affiliates and their owners, agents, directors, and employees from and against
all liabilities (including, but not limited to, court costs, reasonable attorneys'
fees) arising from the acts or omissions of County, its agents, employees, and
others under its direction or control while performing the work pursuant to
this Agreement. U S WEST shall indemnify and hold harmless County from
and against all liabilities arising from the acts or omissions of U S WEST,
its agents, employees, and others under its direction or control while
performing the work pursuant to this Agreement. Nothing in this Agreement
shallbconstrued to be a waiver of the provisions of the Colorado
Governmental Immunity Act nor create any benefit to any person not a party
hereto.
F. Accuracy: The land base provided to U S WEST is based upon the best data
available. U S WEST acknowledges that there may be inaccuracies in the
land base and understands that the land base is provided "as is." County
disclaims any and all warranties relating to the land base, including, but not
limited to, all implied warranties and merchantability and fitness for a
particular purpose.
G. Limited Liability of U S WEST Business Resources, Inc.: As part of this
Agreement, U S WEST Business Resources, Inc., will be acting as agent for
U S WEST Communications, Inc., and the Affiliates, except that U S WEST
Business Resources, Inc., will not be acting as an agent for Time Warner
Entertainment. U S Business Resources, Inc., shall not in any event be liable
for the performance or nonperformance of this Agreement by U S WEST or
its Affiliate.
H. Reciprocal Non -Discrimination: Neither U S WEST nor County shall, in the
performance of this Agreement, discriminate or permit discrimination against
any person because of race, sex, age, or political or religious opinions or
affiliations in violation of federal, state, or local ordinance.
I. Authorized Representative: The following named individuals shall be
authorized representatives of the parties:
1) U S WEST Business Resources, Inc., as agent:
Linda Stiegelmeyer
Contract Agent
U S WEST Business Resources, Inc.
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9.083f3
188 Inverness Drive WEST
Englewood, Colorado 80112
(303) 397-8965
2) Weld County, Colorado:
Warren Lasell
Weld County Assessor
1400 N. 17th Avenue
Greeley, Colorado 80631
(303) 353-3845
J. Intellectual Property Assurance: County assures U S WEST that the land base
maps from the Assessor's Office may be copied and put into digitized format
without infringing any trade secrets, trademark, copyright, or patent rights of
any third party.
K. Force Majeure: Neither party hereto shall be liable for failure to perform
when such failure is caused by circumstances substantially beyond its
control. If such circumstances occur, the party injured by the other's inability
to perform may elect to terminate this Agreement and/or suspend this
Agreement for the duration of the circumstances and then resume
performance under this Agreement. The party experiencing the
circumstances shall cooperate and assist the injured party in all reasonable
ways to minimize the impact of such circumstances on the injured party.
SIGNED this day of March, 1995.
U S WEST BUSINESS RESOURCES,
INC., AS AGENT FOR U S WEST
COMMUNICATIONS, INC.
BY: c, • s;cv.� ti
Lind & Stiegelmeydr, Conduct Agent
19 .
SUBSCRIBED AND SWORN to before me this day of
WITNESS my hand and official seal.
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(0,70F:75.3
Notary Public
My commission expires:
ATTEST:
CLERK TO THE BOARD
BY: /L6_
Deputy Clerk to the Board
APPROVED,AS TO SUBSTANCE:
/ G
M:\W PFILES\AGREE\US W EST.GIB
Lasell, Weld Countjt?Cssessor
COUNTY OF WELD, COLORADO, BY
AND THROUGH THE BOARD OF
COUNTY COMMISSIONERS OF THE
COUNTY OF WELD
BY:,_ I a_
Dale K. Hall, CFiairman
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