IGA; Boulder County; data sharing; Exp 11/17/2015f
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MEMORANDUM OF COMMISSIONERS ACTION
TO: Information Technology, Records Management
FROM: Commissioners Office
SUBJ: GIS data sharing contract with City of Boulder
This is to advise you that the Board of County Commissioners took the following action
on this matter during a public meeting held
NOVEMBER 17, 2005
( XXX ) APPROVED
( ) DENIED
( ) OTHER
COMMENTS: TWO ORIGINALS
Document distribution ORIG: IT - Dana
ORIG: Records - Contracts
COPY: BOCC - Agenda File
Distributed by: mjr
AGENDA ITEM #
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LICENSE AND EXCHANGE AGREENIENT FOR COST-RECOVERY GEOGRAPHIC DATA
THIS AGREEMENT made and entered into this ~J„day of
~~D~IQ~v.~t~~ , 2005, by and between the County of Boulder,
Colorado (County), and the City of Boulder, Colorado.
For and in consideration of the mutual covenants, promises,
terms and conditions and other good and valuable consideration,
the parties hereto agree hereby as follows:
1. Definitions. For purposes of this Agreement, unless the
language or context clearly indicates that a different meaning is
intended, the words, terms or phrases stated below shall be
defined as follows:
"DATA" means those graphic or tabular cost-recovery data in
digital format specified in Exhibit A. It excludes any computer
programs or source codes, which intellectual properties are not
covered by this agreement. DATA do not include the original
public records which have been converted to digital format, but
only their digital form.
"Donor" means the party which created the DATA and is allowing
the other party to use it.
"Parties" means the City of Boulder, Colorado and the County of
Boulder.
"Recipient" means the party to whom the Donor has given the DATA.
"Fiard copy" means a reproduction of the DATA in a visual format,
including without limitation photographic, xerographic,
blueprint, mylar, diazo, printed, linedrawn, or any other
representation which can be read by the eye.
"Soft copy" means a reproduction of the DATA in a digital format,
whether on tape, disc, by wire transfer, or in some other copy or
transfer medium which preserves their digital character.
"Third party" means any legal person other than the City of
Boulder, Colorado or the County of Boulder.
2. Purpose. The purposes of this Agreement include defining
the rights and obligations of the parties with respect to sharing
of DATA between the parties, protecting the rights of the Donor
in the DATA, controlling the reproduction of the DATA by the
Recipient, the availability to third parties from the Recipient
of copies of such shared DATA, and,the control over further
copying of such DATA through a cross-licensing system. The DATA
were and are being developed with a significant expenditure of
public funds, and the parties have an interest in preserving
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their opportunities to recoup some of their costs of developing
and maintaining these DATA.
3. Term.
A. The term of this Agreement shall be for ten years from
the date of execution, but either party may cancel this Agreement
upon six months written notice to the other party.
B. Regardless of the date of execution hereunder, this
Agreement shall be in effect with respect to any particular DATA
from the date of receipt of the DATA by the Recipient from the
Donor until the return or certified destruction of the DATA by
the Recipient, unless earlier terminated by law or according to
the terms herein.
C. The terms of this Agreement shall apply to Recipient's
receipt of the DATA or any portion thereof, whether prior to,
concurrent with or subsequent to the date of execution. Portions
of the DATA received after execution of this Agreement shall be
covered the same as if originally included herein.
4. Termination.
A. Upon termination of this Agreement, Recipient shall,
within five days, return all soft copies of the DATA, with any
additions and modifications, to Donor and shall certify, in
writing, that all other soft copies thereof have been destroyed.
B. Recipient's obligations respecting confidentiality of
the DATA shall survive termination of this Agreement.
5. Securitv. Recipient will use its best efforts to keep and
maintain the DATA in a secure manner so as to preclude
unauthorized use, dissemination or disclosure.
6. Ownershib. The DATA is the property of Donor, and Donor
reserves all rights of ownership, title and control to the DATA
under common law, federal copyright law or other law relating to
confidential and/or trade secret information. The parties agree
that the development of the DATA required the skilled efforts of
professionals in its design and compilation and the end product
is the result of the original work of Donor, its employees and
agents. Pursuant to Colorado law, the DATA is a trade secret of
Donor and may only be used as authorized herein.
7. Oblicxation of Confidentialitv. Recipient acknowledges and
agrees that Donor reserves all rights of ownership, title and
control of the DATA. Recipient agrees that it will treat the
DATA as confidential and trade secret information. Except as
authorized in this Agreement, Recipient shall not under any
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circumstances disclose or disseminate the DATA or any portion
thereof to 1) any other (including governmental, educational or
non-profit) person, firm or entity or organization, or 2) any
employee of Recipient who does not need access thereto in
connection with Recipient's exercise of its rights under this
Agreement.
8. Assistance. At the request of the Donor, Recipient shall
use good faith and reasonable efforts to assist the Donor in
identifying any use, copying, or disclosure of the DATA by any
current or former Recipient personnel - or anyone else who may
have come in possession of the DATA while the same was in
Recipient's possession - in any manner that is contrary to the
provisions of this Agreement so long as the Donor shall have
provided Recipient with information reasonably justifying the
conclusion of the Donor that such contrary use may have occurred.
9. Iniunctive Relief. Recipient acknowledges and agrees that
disclosure or use of the DATA in breach of this Agreement could
cause irreparable harm and significant injury to Donor, which may
be difficult to measure with certainty or to compensate through
damages. Accordingly, Recipient agrees that Donor may seek and
obtain against Recipient and any other person or entity,
injunctive relief for the breach or threatened breach of any of
the terms and conditions of this Agreement, in addition to any
other equitable or legal remedies which may be available to
Donor.
10. License. The Donor hereby grants to Recipient a non-
exclusive, non-transferable license to the DATA to be used
strictly and only in accordance with the provisions stated in
this Agreement.
A. Recipient shall only use the DATA for purposes in
connection with its own projects and developments and not on
behalf of any other person, corporation or entity of any nature
whatsoever.
B. Recipient shall keep a record of the location of each
soft copy.
C. Recipient may not use, copy, modify, assign or transfer
the DATA or any copy, modification or merged portion thereof, in
whole or in part, in soft copy format except as provided for in
this Agreement. Unless done in conformity with the following
subparagraph, if Recipient transfers possession of any soft copy,
modification, or merged portion of the DATA to a third party, the
rights granted under the terms of this Agreement are
automatically terminated as to Recipient.
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D. Recipient may make soft copies for the use of its
contractors and consultants only if the contractor or consultant
signs the agreement in Exhibit B. Copies of all such protective
agreements shall be filed by Recipient with -onor before the
effective date of such protective agreement.
E. Recipient shall not, in whole or in part, assign,
sublease, extend, absorb or otherwise transfer this License
Agreement, or any right granted under this Agreement.
F. Recipient shall not use or rely in any manner on the
DATA in connection with the provision of emergency services,
including but not limited to police, fire, and ambulance
services.
G. This license gives Recipient the right to give or sell
hard copies of the Donor's DATA to third parties, whether
pursuant to a request under the Public Records laws of the State
of Colorado or otherwise, but subject to the requirements of this
Agreement concerning inclusion of copyright and disclaimer
notices on all such hard copies.
11. Coovriaht notice. Recipient shall attach the following
notice on all copies of the DATA in such a manner and location to
give notice:
Copyright (Year) by (name of Donor), Colorado. All
righta reserved. No part of this DATA may be copied, reproduced,
or traasmitted in any foxzn or by any means whether graphic,
electronic, or mechanical, including photocopying, recording, or
by an information storage and retrieval system, without written
permisaion from the (name of Donor), Colorado.
12. Disclaimer Notice. Recipient shall attach the following
notice of disclaimer on all copies of the DATA in such a manner
and location to give notice:
THE (Donor) IS FURNISHING THE DATA ON AN "AS IS" BASIS, WITHOIIT
ANY SUPPORT WHATSOEVER, AND WITHOUT REPRESENTATION OR WARRANTY,
INCLUDING BUT NOT IN ANY MANNER LIMITED TO, FITNESS~
MERCHANTASILITY, OR THE ACCIIRACY AND COMPLETENESS OF THE DATA.
13. Fees. Recipient may sell hard copies of the Donor's DATA,
whether or not merged with other data of Recipient, at whatever
price it chooses. Since Recipient may not sell or transfer soft
copies of the Donor's DATA, this Agreement makes no provision for
a fee for soft copy.
14. Disclaimer.
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A. All other terms of this License Agreement to the
contrary not withstanding, Donor disclaims any and all liability
of any nature whatsoever arising out of the terms and conditions,
operation of this License Agreement, and/or the use of, or
reliance on by Recipient of the DATA. Recipient acknowledges and
specifically agrees to the terms of this provision. Further,
Recipient agrees not to attempt to or seek to, directly or
indirectly, claim or pursue legal relief for any claims of any
nature whatsoever against Donor pursuant to this License
Agreement; or to assist any other parties in claiming or pursuing
legal relief for any claims of any nature whatsoever against
Donor pursuant or relating to this License Agreement.
B. THE DONOR IS FURNISHING THE DATA ON AN "AS I3° BASI3,
WITHOUT ANY SUPPORT V713ATSOh'VER, AND WITHOUT REPRESENTATION OR
WARRANTY, INCLUDING BUT NOT IN ANY MANNER LIMITED TO, FITNESS,
MERCHANTASILITY, OR THE ACCURACY AND COMPLETENESS OF THE DATA.
C. The DATA is neither a legally recorded map or a survey
and is not intended to be used as such. The DATA is a unique
compilation of records, information and data from various city,
county, state, and federal offices and other sources and should
be used for reference only. No representation is made that
features presented, accurately reflect true location. Donor or
any other entity from whom data was obtained assume no liability
for any errors or omissions herein. If discrepancies are found,
Recipient agrees to contact Donor.
Because the DATA are inherently complex, constantly
changing, and may not be completely free of errors, Recipient is
hereby advised to verify its work. In no event shall Donor be
liable for any direct, indirect, special, incidental, or
consequential damages arising out of the use of or inability to
use the DATA even if advised of the possibility of such damages.
Specifically, Donor is not responsible for any costs including,
but not limited to, those incurred as result of lost revenues,
loss of use of data, the costs of recovering such programs or
data, the cost of any substitute program, claims by third
parties, or for similar costs.
D. Donor's sole liability and Recipient's exclusive remedy
for any substantial defect which impairs the use of the DATA for
the purpose stated herein shall be the right to terminate this
Agreement.
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15. Colorado Law to Govern. This Agreement shall be governed by
and construed in accordance with the substantive and procedural
laws of the State of Colorado. Venue for a11 trial court
proceedings related to this Agreement shall be in Boulder County,
Colorado.
16. Independent Status. It is agreed that nothing herein
contained is intended or should be construed in any manner as
creating or establishing the relationship of agents, partners,
joint venturer or associates between the parties hereto or as
constituting Recipient as the employee of Donor for any purpose
or in any manner whatsoever.
17. Riahts Cumulative. All remedies available to either party
under the terms of this Agreement or by law are cumulative and
may be exercised concurrently or separately, and the exercise of
any one remedy shall not be deemed an election of such remedy to
the exclusion of other remedies.
18. No Continuina Waiver. The waiver of any default by either
party, or the failure to give notice of any default, shall not
constitute a waiver of any subsequent default or be deemed to be
a failure to give notice with respect to any subsequent default.
Waiver of the breach of any provision of this Agreement shall
not be construed to be modification of the terms of this
Agreement unless stated to be such in writing and signed by
authorized representatives of the Donor and Recipient.
19. Notices. At the time of execution of this Agreement, the
parties hereto shall provide each other written information
regarding their respective authorized representative and the
respective addresses for purposes of any notices. Said
information shall be kept current at all times.
20. Modifications. Any alterations, variations, modifications,
or waivers of the provisions of this Agreement shall only be
valid when they have been reduced to writing, and signed by
authorized representatives of the Donor and Recipient.
21. No Third Partv Beneficiarv. This agreement is for the
benefit of the parties only, and conveys no rights upon
persons not parties to it.
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IN WITNESS WHEREOF, the parties have executed this Agreement
effective the date and year first above written.
COUNTY OF BOULDER, COLORADO
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County Commissioners
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Attest:
~County Clerk
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CITY OF BOULDER, COLORADO
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City Manager
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Attest:
City Clerk
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Date
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Exhibit A.
Data Data provided in electronic format includes but is not
limited to the following. Other data not listed may be exchanged
under this Agreement provided both parties agree in writing.
A. Countv Cost-recoverv Data
by the County.
The following data are owned
Parcel Data represent propert
lines, hydrographic features,
have in the past been include
parcel maps of Boulder County
y boundaries, street center
and other elements which may
d as a part of the hard copy
Assessor Data are data maintained by the County Assessor
including all land and property improvement descriptions.
These include but may not be limited to legal property
descriptions, owner's name, postal and mailing addresses,
political and taxing jurisdictions, land and building class
codes, land description and area, improvement descriptions,
and assessed valuations.
License and Permit Data are data pertaining to County
licenses and various Boulder County Public Health permits.
Countv Derivative Data are electronic data developed or
derived from other sources of data included in this
agreement.
B. Partner's Data List The following data are owned by
the City of Boulder, Colorado.
Utilities Data represents water, waste water and sanitary
sewer infrastructure.
(This section is intended to be amended as necessary to
reflect the agency's data status.)
Oualitv Control Data are data generated by the City of
Boulder, Colorado to maintain, correct, supplement, augment,
or otherwise update data received from the County. The
County is especially interested in these data for
maintaining the quality of its database.
Diaital Photoaraphic Data are aerial or other digital
photography which the City of Boulder, Colorado may have
acquired in the course of performance of its planning or
other programs.
Service Data are electronic geographic, demographic and
other data developed or collected by the City of Boulder,
Colorado in the course of its operation. Service deta may
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include population, capacity, route, consumption,
generation, saturation, or other data as applicable to the
particular programs of the City of Boulder, Colorado.
Plannina Data are electronic geographic data that have been
developed in support of the City of Boulder, Colorado's
planning efforts.
Partner's Derivative Data are electronic data developed or
derived from other sources of data included in this
agreement.
Exhibit B.
Contractor's Aareement
AGREEMENT FOR VSE OF GEOGRAPHIC DATA
THIS AGREEMENT ("Agreement") is made by and between the City of
Boulder, Colorado, a Colorado municipal corporation whose address
is 1777 Broadway, Boulder, Colorado ("Recipient") and
[Contractor's Name Here] whose address is
This Agreement is effective following
mailing to and receipt of a fully executed original of the
Agreement by the GIS Coordinator for Boulder County, Colorado,
addressed to P.O. Box 471, Boulder, Colorado, 80306.
WHEREAS, the City of Boulder, Colorado has entered into an
intergovernmental agreement titled "License and Exchange
Agreement for Geographic Data" ("IGA") with Boulder County,
Colorado, which permits the distribution to the Recipient of
certain "Data" as this term is defined in the IGA. A copy of the
IGA is attached and incorporated into this Agreement; and
wHEREAS, the IGA permits third parties to receive soft copies of
the Data from the Recipient provided that there is a written
agreement evidencing that the third party will conform to the
requirements of the IGA; and
i~IHEREAS, [Contractor's name] has read and understands the IGA and
acknowledges that the IGA mandates that Data in the possession of
the Recipient must be managed in accordance with the IGA for the
benefit of the County.
NOW, THEREFORE, in consideration of the mutual promises,
covenants, and agreements of the Parties, and other good and
valuable considerations, the sufficiency and adequacy of which
are hereby acknowledged by the Parties, the Parties hereto agree
as follows:
1.0 The Recipient may make available to [Contractor's name] soft
copies of the "Data" (as this term is defined by the IGA)
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which is in possession of the Recipient.
2.0 [Contractor's name] shall use any Data distributed to
[Contractor's name] as if [Contractor's name] were the
original recipient of the Data and [Contractor's name] shall
comply with each and every term, condition and requirement
of the IGA as if [Contractor's name] were the original
recipient of the Data.
3.0 In its use of the Data provided by the Recipient in
accordance with this Agreement and the IGA, [Contractor's
name] understands and acknowledges that this Agreement is
intended to benefit the County as a third party beneficiary.
Other than the County, no other third party beneficiary is
intended and the benefit of this Agreement is limited to the
parties herein.
4.0 Colorado Law to Govern. This Agreement shall be governed by
and construed in accordance with the substantive and
procedural laws of the State of Colorado. Venue for all
trial court proceedings related to this Agreement shall be
in Boulder County, Colorado.
5.0 Indeoendent Status. It is agreed that nothing herein
contained is intended or should be construed in any manner
as creating or establishing the relationship of agents,
partners, joint venture or associates between the parties
hereto or as constituting [Contractor's name] as the
employee of the Recipient or County for any purpose or in
any manner whatsoever.
6.0 Riahts Cumulative. All remedies available to either party
under the terms of this Agreement or by law are cumulative
and may be exercised concurrently or separately, and the
exercise of any one remedy shall not be deemed an election
of such remedy to the exclusion of other remedies.
7.0 Modifications. Any alterations, variations, modifications,
or waivers of the provisions of this Agreement shall only be
valid when they have been reduced to writing, and signed by
authorized representatives of the Donor and Recipient.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective upon the date and year of the event indicated above.
DATED this day of , 20_.the City of
Boulder, Colorado
ATTEST:
[Contractor's name]
By:
Its:
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