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Home My WebLink About20150709.tiff MEMORANDUM TO: Weld County BOCC 3/6/2015 • FROM: Ryan Rose, Chief Information Officer Aftwe SUBJECT: GIS Data License Agreement with James C Karo Associates The attached GIS Data License Agreement between Weld County and James C Karo Associates 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 James C Karo Associates according to the fee schedule established in Weld County Code. RECEIVED WELD COUNTY COMMISSIONERS 3 rto(15 /M-e Milli T(etera 1 2015-0709 -/ , -ice 1 „ -� /T0 S49.3 3 WELD COUNTY GIS DATA LICENSE AGREEMENT THIS LICENSE AGREEMENT, made this 2nd day of March 2015, is entered into by and between the COUNTY OF WELD, STATE OF COLORADO,a body politic and corporate (the "County"), and James C Karo Associates (the "Licensee"),with offices for transaction of business located at 1750 Lafayette Street, Denver, Colorado 80218 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: 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 establishing tract ownership and related shape files 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. 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, WELD COUNTY GIS DATA LICENSE AGREEMENT Page 1 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 PROHIBITTED 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. ARTICLE II 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. The term of any license agreement may not exceed 5 calendar years. WELD COUNTY GIS DATA LICENSE AGREEMENT Page 2 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. 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. 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 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.THE LICENSEE AGREES THAT THE PRODUCT SHALL BE USED AND RELIED UPON ONLY AT THE RISK OF THE LICENSEE. WELD COUNTY GIS DATA LICENSE AGREEMENT Page 3 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. 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 WELD COUNTY GIS DATA LICENSE AGREEMENT Page 4 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. 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. WELD COUNTY GIS DATA LICENSE AGREEMENT Page 5 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 with a copy to: Weld County Attorney P.O. Box 1948 Greeley,Colorado 80632 The Licensee: James C Karo Associates 1750 Lafayette Street Denver, Colorado 80218 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. WELD COUNTY GIS DATA LICENSE AGREEMENT Page 6 IN WITNESS WHEREOF, said parties have hereto set their hands and seals. R "ATTEST: ;,,e BOARD OF COUNTY COMMISSIONERS Weld Co Clerk to the Board WELD COUNTY. COLORADO y JE BY: u-k i„ __ Depu y Cler to the Bo 41 Mike Freeman, Pro—Tem 4AAR ] g 2015 ti p�, f rr ,4• 4 Sl ROVED AS F ) A Rtor%Head 7AST ____S a Controller APPRO AS TO FO • isil`R Director of General Services C n n LICENSEE: STATE OF C=R Le i-,3 b e ) ) ss: COUNTY OF I>c-,' c ) Subscribed and sworn to before me in the county of Mc r� :�, , State of / / > '•: . , r ,•,+mac. , this _ day of ,. I l , I., , 20 )S . r ...max\ S vPNE � qh� � te Q•''N O G i D . i I z i • 4;Aso 1 (Notary's official signature) iN; :r � y�. 0 5i // �c, i e. lie.0Cie(.lc• ; I (Commission expiration date) 1`.hCOLOFtP��r WELD COUNT..�"al,•TA LICENSE AGREEMENT Page 7 0104,--- a 70 9 6) Hello