HomeMy WebLinkAbout20080741.tiff RESOLUTION
RE: APPROVE LICENSING AGREEMENT REGARDING DENVER REGIONAL AERIAL
PHOTOGRAPHY PROJECT 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 Regarding Denver
Regional Aerial Photography Project between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, on behalf of the Geographic
Information Services (GIS) Department, and Denver Regional Council of Governments,
commencing upon full execution, 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 Regarding Denver Regional Aerial Photography
Project between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Geographic Information Services (GIS)
Department, and 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 5th day of March, A.D., 2008.
BOARD OF COUNTY COMMISSIONERS
e" .1 IS C" WELD COUNTY, COLORADO
ATTEST: ,� 'to /� rR' `` :int t• -) i F Lv
r ins ° ' it iam H. Jerke, Chair
Weld County Clerk to the Board , � p Ir n
. A �_. C it /�1 a—
u , ae� • D. M Robert aslen, Pro-Tem
BY: �Sv vL�f lbY✓I //J 1
De ty Cleck to the Boar
W F. Garci 4,
/
ROV RM: 3
David E. Long
C y Attorney .acs tic QG - e/vo-i, 'i
/Date of signature:
3i i i (ot Douglas kademach
2008-0741
DP0015
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LICENSING AGREEMENT REGARDING
DENVER REGIONAL AERIAL PHOTOGRAPHY PROJECT
This Agreement (No. RV08032) is made and entered into this /0- day of
In ci✓d') , 2008 by and between the Denver Regional Council of Governments
(hereinafter referred to as "DRCOG") and Weld County (hereinafter referred to as the
"Partner").
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 protection 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.
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.
al cc -e 751/
5. Payment and License
In consideration for payment received, 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.
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 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
(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. The Partner shall not resell the Product.
b. The Partner authorizes DRCOG to sell the Product and any Product derivations.
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, 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 Section 6 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.
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.
N WITNESS WHERE F, the parties hereto have executed this contract on the
J0 day of GIr ( , 2008.
WELD COUNTY DENVER REGIONAL COUNCIL
OF GOVERNMENTS
"PARTNER" "DRCOG"
By: --, l- i, _
rke, Crair / / UtIVe Dlr C or
alb ATTEST:
iss O 7 7'/ By: craw ia.--
0 Ri i Admi istrative Officer
u..
Board Officers
DT ^ Nancy McNally,Chair
K(t/ Ed Peterson,Vice Chair
Rod Bockenfeld,Secretary
DENVER REGIONAL COUNCIL Of GOVERNMENTS
Jim Taylor,'Creasurer
Rick Garcia,Immediate Past Chair
Jennifer Schaufele,Executive Director
March 10, 2008
William H. Jerke
Weld County
915 Tenth Street
Greeley, CO 80632
Dear Mr. Jerke:
Enclosed is a fully executed original of Licensing Agreement RV08032 between
Weld County and the Denver Regicnal Council of Governments for the 2008
Denver Regional Aerial Photography Project (DRAPP).
If you require additional information or further clarification of this contract, please
contact Vickie Davis @ (303) 480-6707 or email vdavis@dreog.org.
Sincerely,
(171) cz- vCJ1-�dC
Roxie Ronsen
Administrative Officer
enclosure
Enhancing and protecting the quality of life in our region
1290 BROADWAY SUITE 700 DENVER COLORADO 80203-5606 TEL 303-455-1000 FAX 303-480-6790
E-MAIL: DRCOG@DRCOG.ORG WEBSITE: WWW.DRCOG.ORG
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