HomeMy WebLinkAbout20121475.tiff RESOLUTION
RE: APPROVE LICENSING AGREEMENT AND AUTHORIZE CHAIR TO SIGN-DENVER
REGIONAL COUNCIL OF GOVERNMENTS
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 Licensing Agreement between the
County of Weld,State of Colorado,by and through the Board of County Commissioners of Weld
County,on behalf of the Weld County Geographical Information Systems(GIS),and the Denver
Regional Council of Governments, commencing upon full execution of said agreement, with
further 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 Licensing Agreement between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County,on behalf of the
Weld County Geographical Information Systems (GIS), and the Denver Regional Council of
Governments 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 13th day of June,A.D.,2012.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY,COLORADO
ATTEST:
Sean P Con Chair c
Weld County Clerk to the Board /, ' q
Willi.m F. arcia,Pro- em
BY: `L.J i! .ii . ill , ..4,/4/7L-17.2A r Deputy Clem to the Bo. I / (1(,
i I R � a Kirkmeyer I
kV
AP O P,.-T1).--FOR ` � ,kj?'
-... ,, David E.Long 1/
o t' torney
Dougl s Rade cher
Date of signature: -/0-1 a
6/S
,7_//_/a 2012-1475
a DP0010
LICENSING AGREEMENT BY AND BETWEEN THE
DENVER REGIONAL COUNCIL OF GOVERNMENTS
1290 Broadway, Suite 700
Denver, Colorado 80203
(DRCOG)
and
WELD COUNTY
1400 North 171h Avenue
Greeley, Colorado 80631
(PARTNER)
for
DENVER REGIONAL AERIAL PHOTOGRAPHY PROJECT
Project Number: 820012 Agreement Number: RV12011
RECITALS
WHEREAS, the parties desire to cooperate in the creation, preparation, use, and
distribution of digital orthophotography (hereinafter referred to as the "Product")
developed through the Denver Regional Aerial Photography Program (referred to as
"DRAPP").
WHEREAS, the Partner is a governmental or public service entity.
NOW THEREFORE, the parties hereto mutually agree as follows:
1. Purposes
The purposes of this Agreement are to define the rights and obligations of the
parties with respect to the Product and to protect and control the rights,
reproduction, and resale of the Product.
2. Term
The term of this Agreement shall be from the date of execution of this Agreement
through two years following release of the last product update in which the Partner
chooses to participate.
3. Partner Participation
The Partner will be notified by DRCOG of planned product updates. At that time, the
Partner will be asked to submit a Letter of Intent to participate in the update. The
Partner will also be asked to commit funds as appropriate in its Letter of Intent. If
the Partner chooses not to participate in the next Product update, it should not
submit a Letter of Intent. Following receipt of the Partner's Letter of Intent and upon
completion of updated financial projections, DRCOG will invoice the Partner for its
portion of the Product update costs. The Product update will not be released to the
Partner until payment is received by DRCOG.
aYY& iy7s
4. Termination
a. Funds not Available. In the event that enough local Partner funds are not
collected in order to fund the next round of Product updates, this Agreement shall
terminate two years from release of the last Product update.
b. Termination for Cause. If through any cause, either party should fail to fulfill in a
timely and proper manner its obligations under this contract or violate any of the
covenants or stipulations in this Agreement, the wronged party has the right to
terminate this contract by giving sixty (60) days written notice to the other party of
such termination. If DRCOG is at fault in this instance, the Partner will be
refunded any payments received for the current Product update. If the Partner is
at fault, the Partner will return all copies of the current Product version in its
possession.
5. Payment and License
In consideration for the payment to DRCOG of the license fee set forth in the
Partner's 2012 Letter of Intent to participate in DRAPP for the term of this
Agreement, DRCOG grants the Partner a non-exclusive, non-transferable license to
the Product to be used strictly and only in accordance with the provisions stated in
this Agreement. The Partner will receive one copy of the Product, and any Product
updates in which the Partner participates, in electronic format for the geographical
area they have specified. If the Partner is unable or chooses not to participate in the
current Product update, this Agreement shall terminate two years following release
of the latest Product update in which the Partner did participate.
DRCOG shall provide an invoice to the Partner for the fee due (in part or in full) in
accordance with Partner's 2012 Letter of Intent. Partner shall remit the undisputed
invoiced amount within thirty (30) days after receipt of an invoice.
6. Use of Product
a. Current Product Version
i) Permitted Use
(1) The Partner may use the current version of the Product only to meet the
goals and objectives of its business and/or governmental activities.
(2) Contractors engaged by the Partner providing contractual services directly
to the Partner may use the current version of the Product in order to fulfill
these contractual services, so long as there is written agreement between
the Partner and the Contractor that the Product will not be utilized beyond
this purpose.
(3) Derivative images based on the Product may be displayed on the
Partner's World Wide Web site.
ii) Restrictions on Use
(1) Outside of the Permitted Uses listed above, the Partner shall not allow
access to the current version Product by any other person or organization,
by any means, unless authorized by Section 7 below or otherwise in
writing by DRCOG.
iii) The Current Product Version is considered proprietary for a period of two
years following product release. After two years, the Product version is
categorized as a Past Product Version, regardless of whether or not a
Product update has been performed.
b. Past Product Versions
i) Permitted Use
2
(1) Past Product versions, that is, those versions that have since been
replaced with a current product version or those versions that are more
than two years old, may be distributed to the public at large.
7. Product Resale
a. Except as provided in this Subsection 7.a, the Partner may resell the Product
only those portions of the Product specific to areas within Weld County.
b. The Partner authorizes DRCOG to sell the Product and any Product derivations.
DRCOG agrees not to sell via its MapMart or a DRCOG reseller those portions of
the Product specific to areas within Weld County; however, such portions of
Product may otherwise be sold or used by DRCOG without restriction, to include,
for example, inclusion of the Weld County portions of the Product in Products
provided to other DRCOG Partners and members, and use of such portions of
the Product for DRCOG's own purposes.
c. The Partner authorizes DRCOG to collect proceeds from sales of the Product
and any Product derivations and to hold this money for future DRAPP projects.
d. Whenever applicable, any except as provided in Subsection 7.a, the Partner
agrees to direct purchase requests for the Product to DRCOG or DRCOG's
Authorized Reseller(s).
8. Limited Warranty and Remedy
a. Limited Warranty
i) DRCOG shall use its best efforts to ensure that the Product is delivered free
of physical defect.
ii) DRCOG disclaims any other warranties, express or implied, respecting these
terms and conditions or the Product.
b. Remedy
i) Partner's sole and exclusive remedy for breach of this limited warranty will be
to return the Product within 60 days of receipt.
ii) DRCOG shall, at its discretion, replace the Product or repair the Product and
return it to the Partner.
9. Assignment and Transfer
Partner shall not disclose, lease, sell, distribute, make, transfer or assign the Product
or engage in any other transaction which has the effect of transferring the right of
use or part of the Product without the prior written consent of DRCOG, except as
noted in Sections 6 and 7 above.
10.Liability
Without waiving the privileges and immunities conferred by the Colorado
Governmental Immunity Act, Section 24-10-101 et seq., C.R.S., each party shall be
responsible for any claims, damages, demands or suits arising out of its own
negligence.
DRCOG shall not be liable for any activity involving the Product with respect to the
following:
a. The fitness of the Product for a particular purpose.
b. The installation of the Product, its use, or the results obtained.
3
11.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.
12.No Continuing Waiver
The waiver of any default by either party or the failure to give notice of any default
shall not constitute 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 a modification of the terms
of this Agreement unless stated to be such in writing and signed by authorized
representatives of both parties.
13.Governmental Immunity
Notwithstanding any other provision of this Agreement to the contrary, no term or
condition of this Agreement shall be construed or interpreted as a waiver, express or
implied, of any of the immunities, rights, benefits, protection, or other provisions of
the Colorado Governmental Immunity Act, Section 24-10-101 et seq., C.R.S., as
now or hereafter amended. The parties understand and agree that liability for claims
for injuries to persons or property arising out of the negligence of either party, their
departments, institutions, agencies, boards, officials, and employees are controlled
and limited by the provisions of Section 24-10-101 et seq., C.S.R., as now or
hereafter amended.
14.Invalid/Unenforceable Provision(s)
If any term or provision of this Agreement or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder of this
agreement shall not be affected thereby, and each term and provision of this
Agreement shall be valid and enforced as written to the fullest extent permitted by
law.
15.Integration and Amendment
This Agreement represents the entire agreement between the parties, and there are
no oral or collateral agreements or understandings. No subsequent notation,
renewal, addition, deletion, or other amendment hereto shall have any force or effect
unless embodied in a writing executed and approved by both parties.
IN WETNESS WHEREOF, the parties have executed this Agreement on the --
day of „ UIJe_ , 2012 and acknowledge that electronic or digital
signatures hereto are the legally binding equivalent to handwritten signatures.
DENVER REGIONAL COUNCIL WELD COUNTY
OF GOVERNMENTS
"DRCOG" "PARTNER"
E ecu e irector Sean P. Conway, Chair 012
Board of Weld Counttilt,
ATTE i ATTEST:
le-Clerk to he B rV
By. tiro G/' By. Fit
ml sirative Officer eputy C z to the a
4J� f'
, 2oia?- / '7S
DRG*G-
DENVER REGIONAL COUNCIL OF GOVERNMENTS Board Officers
WELD COUNTY Dennis,NtcCloskec,Chair
C C`1 M s SS I O NE R S Sue Horn,Vice Chair
Jack Hilbert,Secretary
Rachel Zen,inger,Treasurer
2012 JUN 21 P 3: 01 James A.Taylor,immediate Past Chair
Jennifer Schaufele,Executive Director
RECEIVED
June 25,2012
Dan Huerter
Weld County
1400 N. 17th Avenue
Greeley,CO 80631
Dear Mr.Huerter:
Enclosed is a fully executed original of License Agreement No. RV12011 between Weld
County and the Denver Regional Council of Governments.
If you require additional information or further clarification of this agreement,please
contact our Contracts Coordinator, Roberta Cole,at(303)480-5620 or email
rcole@drcog.org.
Sincerely,
Roxie Ronsen
Administrative Officer
enclosure
We make life better!
%3
1290 Broadway•Suite 700•Denver,Colorado 90203-5606•Tel 303-455-1000•FAX 303-480-6790•E-mail,dreog@dreog.org•Website:www.dreog.org
Hello