HomeMy WebLinkAbout20151684.tiff MEMORANDUM
TO: Weld County BOCC 5/22/2015
. r
� r i FROM: Ryan Rose, Chief Information Officer
ii.
SUBJECT: GIS Data License Agreement with Wenzel Technology LLC
The attached GIS Data License Agreement between Weld County and Wenzel Technology LLC
is being presented for consideration. There are no exceptions to the standard form.
It is the recommendation of the Department of Information Technology to approve this
agreement, thereby enabling the sale of Geographic Data to Wenzel Technology LLC
according to the fee schedule established in Weld County Code.
RECEIVED
MAY 2 9 2015
WELD COUNTY
COMMISSIONERS
/n�-- 2015-1684
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WELD COUNTY GIS DATA LICENSE AGREEMENT
THIS LICENSE AGREEMENT,made this 20th day of May 2015,
is entered into by and between the COUNTY OF WELD, STATE OF COLORADO, a body
politic and corporate (the "County"), and Wenzel Technology LLC
(the "Licensee"), with offices for transaction of business located at
2601 NW Expressway, Ste. 703W, Oklahoma City, OK 73112
WITNESSETH:
WHEREAS, the Licensee has requested from Weld County a license to use GIS data
layers defined in the GIS Data Fee Schedule in the Weld County Code ; 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:
Introduction.
The terms of this Agreement are contained in the terms recited in this document and in
Exhibits A and B, each of which forms an integral part of this Agreement. Exhibits A and B are
specifically incorporated herein by this reference. County and Licensee acknowledge and agree
that this Agreement, including specifically Exhibits A and B, define the performance obligations
of Licensee and Licensee's willingness and ability to meet those requirements.
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 data layers owned by Weld County (the
"Product") for internal use only by the Licensee and the Licensees, contractors for the sole
purpose of Reporting public record information 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 the Licensee by this
agreement.
WELD COUNTY GIS DATA LICENSE AGREEMENT(rev. 05/15)
Page 1
C. The 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 retrieval system except for "approved purposes",
without the express written permission of the County. "Approved purposes" under this
agreement shall include the following:
1)Unrestricted use of the Product on the Licensee's computers or by Licensee's
contractors' or agents' computers for purposes of their contract or agency;
2)Use by the Licensee to create a 'new product',which uses as a component of said 'new
product' some or all of the information contained in the Product provided to Licensee
under the terms of this License Agreement. In order to constitute a new product, the
Licensee must demonstrate to the County that the Licensee shall add meaningful
additional information to some or all of the data contained in the Product; shall
reorganize some or all of the data contained in the Product to make it usable to the
audience to whom the Licensee intends to provide the data; and/or shall extrapolate
some of the data contained in the Product in order to formulate and present opinions
as to the meaning of the data. If applicable, a copy of the Licensee's explanation of
how it intends to create a new product from the Product is attached to this License
Agreement as Exhibit A.
3)LICENSEE IS SPECIFICALLY PROHIBIT hD FROM LICENSING, SUB-
LICENSING, ASSIGNING, LEASING, PUBLISHING, TRANSFERRING,
SELLING, PERMITTING ACCESS TO, DISTRIBUTING, ALLOWING
INTERACTIVE ACCESS TO, OR OTHERWISE MAKING AVAILABLE THE
PRODUCT OR ANY PORTION THEREOF TO ANY THIRD PARTY FOR ANY
PURPOSE OTHER THAN AN APPROVED PURPOSE AS DEFINED ABOVE.
4)Licensee agrees to notify its employees, agents, and any contractors of the restrictions
contained in this License Agreement, and ensure their compliance with all
restrictions.
E. The 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.
WELD COUNTY GIS DATA LICENSE AGREEMENT(rev. 05/15)
Page 2
ARTICLE H
PERIOD OF AGREEMENT
A. This agreement shall commence upon signature by the Board of County Commissioners, and
shall remain in force for a term of one(1)year from the date the document was signed.
B. The 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.
D. County has the right to terminate this Agreement, with or without cause on thirty (30) days
written notice. Furthermore, this Agreement may be terminated at any time without notice
upon a material breach of the terms of the Agreement.
E. Execution of this Agreement will terminate any other existing agreements for Geographic
Data between the County and the Licensee.
ARTICLE III
AGREEMENT SUM
The Licensee shall pay to the County the appropriate fee as described in the GIS Data Fee
Schedule in the Weld County Code prior to receipt of the Product. The GIS Data Fee Schedule is
also included as EXHIBIT B in this agreement. Payment shall be made in full without deduction
for any sales,use or other taxes or similar charges,which shall be paid exclusively by Licensee.
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. The 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. The designation of lots or parcels or
land uses in the data base does not imply that the lots or parcels were legally created or that the
land uses comply with applicable State or Local law.
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
WELD COUNTY GIS DATA LICENSE AGREEMENT(rev. 05/15)
Page 3
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 11TLE 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. THE LICENSEE AGREES THAT THE PRODUCT SHALL BE USED AND
RELIED UPON ONLY AT THE RISK OF THE LICENSEE.
The designation of lots or parcels or land uses in the data base does not imply that the lots or
parcels were legally created or that the land uses comply with applicable State or Local law.
ARTICLE V
LIABILITIES
A. THE LICENSEE 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 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", §§24-10-101 et seq., C.R.S. OR ANY SIMILAR
OR RELATED STATUTORY PROVISION AS APPLICABLE NOW OR HEREAFTER
AMENDED.
WELD COUNTY GIS DATA LICENSE AGREEMENT(rev. 05/15)
Page 4
ARTICLE VI
BREACH AND REMEDIES
A. In the event the 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.
WELD COUNTY GIS DATA LICENSE AGREEMENT(rev. 05/15)
Page 5
ARTICLE IX
MISCELLANEOUS
A. The 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 any
of the terms herein unless done in writing and signed by an authorized representative of the
parties. No amendment may be made to this Agreement unless such amendment is first
reduced to writing and duly executed by authorized representatives of both 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:
Weld County GIS Division
1400 N. 17th Avenue
P.O.Box 758
Greeley,Colorado 80632
WELD COUNTY GIS DATA LICENSE AGREEMENT(rev. 05/15)
Page 6
with a copy to:
Weld County Attorney
P.O. Box 1948
Greeley,Colorado 80632
The Licensee:
Wenzel Technology LLC
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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 the Licensee and be bound to perform its
obligations under this agreement.
I. It is expressly understood and agreed that the enforcement of the terms and conditions of
this Agreement, and all rights of action relating to such enforcement, shall be strictly
reserved to the undersigned parties and nothing in this Agreement shall give or allow any
claim or right of action whatsoever by any other person not included in this Agreement.
It is the express intention of the undersigned parties that any entity other than the
undersigned parties receiving services or benefits under this Agreement shall be an
incidental beneficiary only.
J. Neither party to this Agreement shall be liable to the other for delays in delivery or
failure to deliver or otherwise to perform any obligation under this Agreement, where
such failure is due to any(tame beyond its reasonable control,including but not limited to
Acts of God,fires,strikes,war,flood,earthquakes or Governmental actions.
K. Licensee shall strictly comply with all applicable federal and State laws, rules and
regulations in effect or hereafter established,including without limitation,laws applicable
to discrimination and unfair employment practices.
•
WELD COUNTY GIS DATA LICENSE AGREEMENT(rev. 05/15)
Page 7
IN WITNESS WHEREOF,ttsaid parties have hereto set their hands and seals.
ATTEST: d S %ci BOARD OF COUNTY COMMISSIONERS
Weld C Clerk to'the : .s� .. WELD COUNTY, OLORADO
BY: £ .� ;1 1 ' ' sc
Deputy Cl to the „�,., .p. : �- : ICirlmn Chair
JUN 0 8 2015
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„SR OL IN : ,P AS ANCE:
Controller cial or Department Head
APPRO AS TO _N
Director of General Services
Co
LICENSEE:
BY: Cm/ E:COCA
STATE OF Q )
��� p ) ss:
COUNTY OF a.IP - )Subscribed and sworn to before me in the county of O f rota._ ,State of
thdatfria.dj ,this X/'O day of 201
(Notary s o signature)
• oY-03-/b
- '' (Commission expiration date)
WELD COUNTY GIS DATA LICENSE AGREEMENT(rev.05/15)
Page 8
020/7.- /leI$-
EXHIBIT"A"
Required if proposing a NEW PRODUCT
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WELD COUNTY GIS DATA LICENSE AGREEMENT(rev. 05/15)
Page 9
EXHIBIT B
GIS FEE E SCHEDULE
Printed Produe !j;. Fee Established
Photocopy or Property Portal prints $0.25 per page
Custom print,up to tabloid size paper $1.00 per page
Large format print up to 36"Minimum Dimension $5.00 per foot
Large format print over 36"Minimum Dimension $10.00 per foot
Plats(24 x 36 B/W line work) $5.00 per page
Premium paper(if available) Additional 0.5 x normal fee
County Road Map—Large $15.00
County Road Map—Small $10.00
Property Ownership Map Book $30,00
Digital Maps $10.00 per digital file
Paper measuring 60"in Minimum Dimension is only available in premium bond.
, � ;fr • :yrwr
DittsPipuaficts Per PLSS.i!actiOrryt. ,.;. . .4t.
Parcels $60.00 $5,000.00 for 12 month access to quarterly updates
Additional layers can be found for download on our website at www.weldgov.com.
Data.Pazchaser Fee N''..4greement Type
Any authority for whom Weld County collects taxes Waived I IGA
Non-Weld County government agencies Waived 2 IGA
All other parties Full Commercial
Excluding Metro Districts.
2 Will be evaluated by the BOCC on a case-by-case basis.
WELD COUNTY GIS DATA LICENSE AGREEMENT(rev. 05/15)
Page 10
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