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Home My WebLink About20141988.tiff RESOLUTION RE: APPROVE LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA AND AUTHORIZE CHAIR TO SIGN - NATIONAL WILDLIFE RESEARCH CENTER, U.S. DEPARTMENT OF AGRICULTURE 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 and Exchange Agreement for 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 Department of Information Technology, and National Wildlife Research Center, U.S. Department of Agriculture, 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 License and Exchange Agreement for 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 Department of Information Technology, and National Wildlife Research Center, U.S. Department of Agriculture, 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 2nd day of July, A.D., 2014. BOARD OF COUNTY COMMISSIONERS W LD COUNTY, COLORADO ATTEST: C1�,` CSC ;e1 o C1. uW/ Douglas ademac er, air Weld County Clerk to the Board • alto n - • arbara Kirkmeyer Pro-Tem BY: D fl Clerk y ■. nm p y to the Board EL Sean P. Conway / C APP •.�is I '11� / 3i1�s 1861 I I = ike Freeman o attorney XCUSED William F. Garcia Date of signature: -7'8' DIttflod+o 2-1 6242)ClkS 65-1v G15 m) -7_ Z5 2014-1988 2 ��) DP0010 MEMORANDUM i,.; C TO: Weld County BOCC June 30, 2014 ! �1 i ..'_r FROM: Ryan Rose, Chief Information Officer SUBJECT: USDA GIS Data Exchange Agreement The attached License and Exchange Agreement for Geographic Data, between Weld County and the National Wildlife Research Center, is being presented for consideration as it is modified from approved form. The agreement modifications are as follows: • Page 1, the USDA has included a description of their program authority. • Page 3, Article II (A): limits the contract term to not exceed 5 years. • Pages 4-5, Article VI (A): discloses limited liability of federal government • Pages 5-6, Article IX (B): declares that federal funding is contingent to approval by Congress. It is the recommendation of the Department of Information Technology to approve this agreement, thereby enabling the sharing of Weld County Data with the National Wildlife Research Center. 2014-1988 USDA arsUnited States Department of Agriculture Animal and Plant June 12,2014 Health Inspection Service Wildlife Services Jacob Mundt, Director of GIS and Web Development National Wildlife Weld County Government Research Center Department of Information Technology 1400 N. 17th Ave. 4101 LaPorte Ave Greeley, CO 80631 Fort Collins,CO 80525 Enclosed are two (2)copies of the partially executed License and Exchange Agreement for Geographic Data for signature. Please obtain applicable signature and return one(1) fully executed original to my attention at the address provided below. Please feel free to contact me at(970) 266-6128 if you have any questions. Sincerely, 1-1 Stephanie Kozar Agreement Specialist USDA/APHIS/WS/NWRC 4101 LaPorte Ave Fort Collins, CO 80521 Enclosure An Equal Opportunity Provider and Employer Jacob Mundt From: Brad Yatabe Sent: Thursday,June 26, 2014 4:23 PM To: Jacob Mundt Subject: RE: GIS Agreement with USDA Jake, Looks good. They made all the suggested changes. Thanks. RECEIVED Brad Yatabe Assistant Weld County Attorney JUN 27 2014 1150 O Street Mailing Address: P.O. Box 758, Greeley, CO 80632 WELD COUNTY tel: (970)356-4000 ext. 4396 COMMISSIONERS fax: (970)352-0242 STATEMENT OF CONFIDENTIALITY& DISCLAIMER:The information contained in this email message is attorney privileged and confidential, intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient,you are hereby notified that any dissemination, distribution or copy of this email is strictly prohibited. If you have received this email in error, please notify us immediately by replying and delete the message. From: Jacob Mundt Sent: Monday, June 23, 2014 8:00 AM To: Brad Yatabe Cc: Ryan Rose Subject: GIS Agreement with USDA Brad, Attached is the revised agreement that we previously coordinated with the USDA on. If you recall,they had requested a few text revisions. They have incorporated the changes, signed, and notarized the agreement. I wanted to send this to you for final review prior to putting it on the Board's Agenda. Please review and advise? Thanks, Jake Mundt Director of GIS and Web Development Department of Information Technology Weld County Government 1400 N. 17th Ave Greeley,CO 80631 tel:970-304-6570 x2521 jmundt@weldgov.com �-2-?©)q 1 LICENSE AND EXCHANGE AGREEMENT FOR GEOGRAPHIC DATA THIS LICENSE AND EXCHANGE AGREEMENT is made and entered into this 2"6/ day of Jikiq , 2014, by and between the COUNTY OF WELD, a body politic and corporate of the STATE OF COLORADO, by and through the Board of County Commissioners of the County of Weld, whose address is 1150 O Street, P.O. Box 758, Greeley, CO 80632, hereinafter referred to as "County," and National Wildlife Research Center, a department of the US Department of Agriculture, Animal and Plant Health Inspection Service, Wildlife Services, whose address is 4101 LaPorte Ave., Fort Collins, CO 80521 , hereinafter referred to as "Licensee." WITNESSETH: WHEREAS, County and Licensee are authorized to enter into intergovernmental agreements with one another, pursuant to C.R.S. § 29- 1 -203 and Colorado Constitution Article XIV, § 18(2)(1 ), for the purpose of achieving greater efficiencies for the provision of services in both jurisdictions and under the Act of March 2, 1931 , as amended (7 USC 426), and the Act of December 22, 1987 (7 USC 426c), the Secretary of Agriculture may conduct a program of wildlife services with respect to injurious animal species and take any action the Secretary considers necessary in conducting the program. Additionally, the Secretary of Agriculture, except for urban rodent control, is authorized to conduct activities to control nuisance mammals and birds and those mammal and bird species that are reservoirs for zoonotic diseases. In carrying out a program of wildlife services involving injurious and/or nuisance animal species or involving mammal and bird species that are reservoirs for zoonotic diseases, the Secretary is authorized to cooperate with States, local jurisdictions, individuals, public and private agencies, organizations, and institutions, and WHEREAS, County has been working on the provision of a geographic information system ("GIS") for use by County personnel and by other persons, entities and local governmental jurisdictions upon license agreement, and WHEREAS, Licensee desires to access certain orthophotography, digital planimetric data, and parcels and soils data through a license agreement in exchange for Licensee' s supplying to County certain GIS usable information, such as GPS, survey, subdivision, boundary, and map information with respect to the Licensee, and WHEREAS, the parties hereto desire to enter into this License and Exchange Agreement for Geographic Data (hereinafter referred to as "License Agreement") for the purpose of allowing Licensee such access and to facilitate the sharing of GIS information between Licensee and County. NOW, THEREFORE, in consideration of the mutual covenants and conditions herein, the parties hereby agree as follows: Page 1 of 7 Pages 2i01414gi( ARTICLE I Scope of Agreement A. In consideration of the promises and covenants by Licensee stated herein, County hereby grants Licensee a personal, non-exclusive, non-assignable and non-transferable license for the term of this License Agreement to use certain orthophotography, digital planimetric data, and parcels and soils data owned by Weld County (hereinafter referred to as the "Product") for internal use only by Licensee. 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 County, subject to the rights granted to Licensee in this License Agreement. The County reserves all rights not expressly granted to the Licensee by this License 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; however, Licensee may receive any update created by County upon request. 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. 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. LICENSEE IS SPECIFICALLY PROHIBITED 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 Page 2 of 7 Pages TO ANY THIRD PARTY FOR ANY PURPOSE OTHER THAN AN APPROVED PURPOSE AS DEFINED ABOVE. 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. 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 County or the vendors furnishing said items to County. ARTICLE II Period of License Agreement A. This License Agreement shall commence upon signature hereunder and shall remain in force for a period of one year, and shall be renewed automatically for successive one year periods for no more than four additional years, unless sooner terminated by either party upon written notification, subject to the provisions of sub-paragraph C., below. B. Licensee is only granted the right to use the Product during the License Period. C. The provisions of this License Agreement regarding confidentiality and restrictions (Article I, Paragraph D) and the provisions of Articles IV, V, and VI shall survive termination of this License Agreement for any reason. ARTICLE III Provision of Information to County Licensee agrees to provide to County the following, without cost, as the sole consideration for its receipt of the digital GIS information referred to herein: 1. Any GPS information regarding section corners, quarters, or sixteenths located within Licensee's boundaries which Licensee may acquire. 2. Updated information regarding Licensee's boundaries and infrastructure. 3. Any additional digital GIS information for areas within the Licensee's boundaries which may be useful to the Weld GIS system as determined by the parties hereto. ARTICLE IV No Warranties The Product has been developed solely for internal use only by the County. Licensee expressly agrees that Licensee's use of the Product is at Licensee's sole risk and undertaking. Page 3 of 7 Pages Licensee understands and acknowledges that the 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. 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. 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 LICENSEE. ARTICLE V Liabilities A. NOTWITHSTANDING THE PROVISIONS OF ARTICLE IV ABOVE, IF LIABILITY CAN BE IMPOSED ON COUNTY, 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, IF ANY, RECEIVED BY COUNTY UNDER THIS LICENSE AGREEMENT, AND LICENSEE COVENANTS AND PROMISES THAT IT WILL NOT SUE COUNTY FOR A GREATER AMOUNT. B. 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 the Licensee breaches any of the terms, conditions, covenants, or License Agreements contained in this License 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, as such legal or Page 4 of 7 Pages equitable remedies may be limited by the Federal Tort Claims Act, 28 USC 1346(b), 28 USC 2401(b), and 28 USC 2671-2680. B. Licensee acknowledges that use or disclosure of the Product in violation of this License Agreement may cause irreparable harm to the County. ARTICLE VII Non-Assignability Neither this License 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 License 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 License 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 License Agreement. B. This License 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 License Agreement are subject to appropriation by the Board of County Commissioners of Weld County, State of Colorado. If County funds for this License Agreement are not appropriated for each County fiscal year, the County may terminate this License Agreement upon thirty (30) days written notice to Licensee. The County's fiscal year is currently the calendar year. For costs borne by Licensee, this agreement and any continuation thereof shall be contingent upon the availability of funds appropriated by the Congress of the United States. It is understood and agreed that any monies allocated for purposes covered by this agreement shall be expended in accordance with its terms and the manner prescribed by the fiscal regulations and/or administrative policies of the party Page 5 of 7 Pages making the funds available. If fiscal resources are to be transferred, a separate agreement must be developed by the parties. C. Captions used in this License Agreement are for convenience and are not used in the construction of this License Agreement. D. This License Agreement contains the entire License 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. E. If for any reason a court of competent jurisdiction finds any provision of this License 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 License 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 License 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: COUNTY: Weld County GIS Division 1400 N 17th Avenue Greeley, Colorado 80631 LICENSEE: Notice shall be sent to the address set forth in the first paragraph of this License Agreement. 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 License Agreement. This License Agreement contains the entire agreement and understanding between the parties to this License Agreement and supersedes any other agreements concerning the subject matter of this transaction, whether oral or written. It is expressly understood and agreed that the enforcement of the terms and conditions of this License Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the Page 6 of 7 Pages undersigned parties, and nothing contained in this License Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this License Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this License Agreement shall be deemed an incidental beneficiary only. IN WITNESS WHEREOF, said parties have hereto set their hands and seals. ATTEST: cfa ,,/ BOARD OF COUNTY COMMISSIONERS C�dt'�NJ �j, OF THE COUNTY OF WELD, STATE OF COLORADO L Weld County Clerk to the Board BY: vae L� ougl ademac er, Chair De uty Clerk to the Board t� Board of County Commissioners of the n „ �� County of Weld JUL 0 2 2014 ATTEST: LICENSEE: BY: BY: dt7.3ii c� £ ' 771 2, 14, Larry Clark, Director CP Subscribed and sworn to before me in the county of i-G,ViYV1e✓ , State of Colorado, this it day of V nt_ , 201 . L & gt ) .,, o�V Puboo- (Commission expiration date) �°tsofG°�o i) • Page 7 of 7 Pages Hello