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HomeMy WebLinkAboutC14-423 Colorado Department of Labor and Employment License Agreement for QCEW Data OHN HICKENLOOPER DEPARTMENT OF LABOR AND EMPLOYMENT Governor 11 r ` LABOR MARKET INFORMATION .% ELLEN GOLOMBEK /6-4' Executive Director "' i' O 1 63317"'Street,Suite 600 * 2 ( * Denver,Colorado 80202-2107 ALEXANDRA E HALL -lc "` *, (303)318-8864 (303)318-8871 Director *1876* This is a legal document. Legal counsel should be consulted before signing. LICENSE AGREEMENT THIS LICENSE AGREEMENT is made by and between: Eagle Count (Licensee) and THE STATE OF COLORADO DEPARTMENT OF LABOR AND EMPLOYMENT 633 17th Street,Suite 600 Denver,CO 80202-2107 (Licensor) The Licensor is an agent of the United States Bureau of Labor Statistics for the purposes of collecting and securing Quarterly Census of Employment Wages"QCEW"wage,employment data from Colorado employers and is authorized to issue a non-exclusive license for this information to public and non-public entities provided that the information is adequately secured from non-authorized access or publication. UPON ACCEPTING RECEIPT OF THE LICENSED INFORMATION LISTED BELOW,OR ANY PART THEREOF,THE LICENSEE AGREES TO THE TERMS AND CONDITIONS LISTED ON PAGE 2 OF THIS LICENSE AGREEMENT. LICENSED INFORMATION PROVIDED: Report Description Report Period Amount CIPSEA Compliant QCEW Micro Data As Requested NA TOTAL AMOUNT DUE WITHIN 30-DAYS OF INVOICE RECEIPT *ALL FEES ARE NON-REFUNDABLE Received by: LICENSEE EN'S• ; f ( Name: `- �� '-� r �/ By: A, 1.�11�� ` A. ZZ J ii D.to it • exandra E.Hall Date a e,f • 4stwl�Law,,,4- Matra str Director r Labor Market Information Page 1 of 2 Pages wit'-1424 LICENSE AGREEMENT TERMS AND CONDITIONS 1. Upon receipt of total payment due(as specified on Page 1),the Licensor grants a non-exclusive revocable license to the Licensee to access and use,as limited herein,all Licensed Information(as specified on Page I). LICENSOR DISCLAIMS ALL WARRAN 1IES REGARDING THE LICENSED INFORMATION, SPECIFICALLY THE WARRANTIES OF MERCHANTABILITY AND PARTICULAR PURPOSE. LICENSEE RELEASES LICENSOR FROM ANY CLAIMS, JUDGMENTS,OR DAMAGES,CONSEQUENTIAL OR DIRECTLY ARISING FROM ANY ERRORS OR OMISSIONS CONTAINED WITHIN THE LICENSED INFORMATION,OR ANY PART THEREOF,OR ARISING FROM THE LICENSEE'S RELIANCE UPON THE LICENSED INFORMATION OR OMISSIONS OF INFORMATION,OR ANY PART THEREOF. 2. Licensee shall pay the total non-refundable payment due within thirty(30)days of receipt of the information. If payment is not received by Licensor during this period,Licensor shall' voice the Licensee,and Licensee shall immediately pay,the total amount specified on Page 1 plus a billing fee calculated at the greater of eighteen percent per annu of the total amount due or twenty-five and no/100 dollars($25.00). If the fee is not paid within the above specified time,Licensee shall immediately return all Lice sed Information to the Licensor. 3. Licensee ackno ledges and agrees to protect the confidentiality of the Licensed information provided and to adequately secure the Licensed information from non-authorized access or p blication. (a) Except in t e event it is necessary for the Licensee to utilize a third-party to format,process or use the information,the Licensee shall not copy or permit others to copy the License Information,or any part thereof. In the event the Licensee must utilize a third-party to format,process,or use the information,the Licensee shall not allow the third-p y to use the information,or any part thereof,for any purpose other than the Licensee's valid administrative function. Any breach of Licensed Information's confidentiali or any of the duties specified in section 3 by Licensee's third-party shall be deemed to be a breach on the part of the Licensee. (b) Licensee shall use the Licensed Information,or any part thereof,only to the extent necessary to assist in the Licensee's valid administrative function; (c) The Licensee's rights to use the information are not assignable,the Licensee shall not assign or transfer,nor attempt to assign or transfer its rights pursuant to this contract. (d) Licensee shall restrict access to the Licensed Information to only those employees or agents of the Licensee whose access is necessary to assist the Licensee's valid administrative function. Upon Licensor's request,Licensee shall provide to Licensor in a timely manner,a listing of all individuals who may access the Licensed Information. (e) Licensee shall not publish,sell,or disclose the Licensed Information,or any part thereof,to the extent that the information published of any area,industry, Federal Department or Federal Agency level contains fewer than three(3)reporting units(as defined in C.R.S.8-70-103(9),1987 Rep.Vol.,as amended),or eighty percent(80%)of the total employment of the applicable reporting level is made up by a single reporting unit. 4. To the extent Permitted by law,in the event of Licensee's breach of the Licensed Information's confidentiality or any of the Licensee's duties specified in section 3,the Licensee shall,to the extent authorized by law,indemnify,save and hold harmless the Licensor,its employees and agents,against any and all claims, damages,liability and court awards including costs,expenses,and attorney fees incurred as a result of any act or omission by the Licensee,or its employees,agents, subcontractors,or assignees pursuant to the terms of this contract,and the Licensee shall return all Licensed Information to the Licensor and pay the Licensor within thirty (30)days the sum of one-thousand and no/100 dollars($1,000.00). The Licensee is a governmental entity and does not waive the obligations or benefits afforded it under the Colorado Governmental Act,C.R.S.24-10-101,et seq. 5. The term of the License Agreement shall commence upon Licensor's receipt of total payment. The License Agreement shall continue until it is terminated upon Licensee's discontinded use of Licensor's confidential information for a one(1)year period or if Licensee defaults on the obligations and conditions of this License Agreement and fails to cortect the default within thirty(30)days. 6. The Licensee ants that it possesses the legal authority to enter into this Contract. The person or persons signing this Contract on behalf of the Licensee also warrants that they hav full authorization to execute this contract. 7. The Licensee a rees that all Licensed Information is the sole property of the Licensor. 8. Licensee shall Permit the Licensor,the U.S.Department of Labor,or any other duly authorized agent or governmental agency,to monitor all activities conducted by the Licensee pursuant to the terms of this Contract. Such monitoring may consist of internal evaluation procedures,examination of program data,special analyses,on-site checking,(formal audit examinations,or any other reasonable procedures. All such monitoring shall be performed in a manner that shall not unduly interfere with Licensee's work. 9. The Licer see shall notify the Licensor,within five(5)days after being served with a summons,complaint,or other pleading in a case which involves services provided under this contract and which has been filed in any Federal or State court or administrative agency,and shall deliver copies of such document to the Licensor. 10. This Contract iS intended as the complete integration of all understandings between the parties. No prior or contemporaneous addition,deletion,or other amendment hereto shall have any force or effect whatsoever,unless embodied herein in writing. No subsequent novation,renewal,addition,deletion,or other amendment hereto shall have any force or effect unless embodied in a written contract executed and approved pursuant to the State of Colorado Fiscal Rules. Any Licensor waiver of an alleged breach of confidentiality by the Licensee or third party agents of the Licensee is not to imply a waiver of any subsequent breach. 11. All notices regtired and permitted pursuant to this Contract shall be in writing and shall be deemed given when personally served or three(3)days after deposit in the United States Mail,postage prepaid,registered or certified,return receipt requested,and addressed to the addresses stated on Page 1 or to such other address as has been designated by a notice complying with the foregoing requirements. 12. The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation,execution and enforcement of this contract. Any provision of this contract whether or not incorporated herein by reference which provides for arbitration by any extra judicial body or person or which is otherwise in conflict with said laws,rules and regulations shall be considered null and void. The terms of this Contract are severable,and should any term or provision hereof be declared invalid Cr become inoperative for any reason,such invalidity or failure shall not affect the validity of any other term of provision hereof. In the event the Controller of the State Of Colorado subsequently disapproves this contract,this contract shall terminate and the State shall return all sums paid by the Licensee,and the Licensee shall return all Licensed Information without penalty,or right to cause of action. Page 2 of 2 Pages Rev 4/2012