HomeMy WebLinkAbout2014 Ordinance No. 012•
ORDINANCE NO. /;-
SERIES OF 2014
BY AUTIIORITY
COUNCIL BILL NO. 13
INTRODUCED BY COUNCIL
MEMBER McCASLIN
AN ORDINANCE APPROVING AN INTERGOVERNMENTAL AGREEMENT (IGA)
ENTITLED "LICENSING AGREEMENT REGARDING DENVER REGIONAL AERIAL
PHOTOGRAPHY PROJECT" BETWEEN THE DENVER REGIONAL COUNCIL OF
GOVERNMENTS AND THE CITY OF ENGLEWOOD, COLORADO FOR THE CITY'S
PARTICIPATION IN THE DENVER REGIONAL AERIAL PHOTOGRAPHY PROJECT
(DRAPP).
WHEREAS, the Denver Regional Aerial Photography Project will provide the City with updated
digital aerial photography of the DRCOG region to participating members; and
WHEREAS, the cost is substantially less than if the City were to undertake such an aerial
photography project itself; and
WHEREAS, the cost to Englewood will not exceed $3,000 and will be shared between
Community Development, Utilities, Wastewater and Public Works Departments of the City of
Englewood; and
WHEREAS, for the purposes of mapping and analysis, project planning and engineering, and
infrastructure management it is imperative that the imagery be updated every two years, in order to
effectively track real world changes on the ground; and
WHEREAS, the updated photography is critical in keeping the City's geographic information
system (GIS), permit tracking system (Trakit), water and wastewater utilities mapping up-to-date;
and
WHEREAS, the Englewood City Council authorized an Licensing Agreement Regarding
Denver Regional Council of Governments for Englewood's participation in the Denver Regional
Aerial Photography Project (DRAPP) by the passage of Ordinance No. 17, Series of2008; and
WHEREAS, the passage of this Ordinance will permit the City of Englewood to participate in the
DRCOG sponsored Denver Regional Aerial Photography Project;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ENGLEWOOD, COLORADO, AS FOLLOWS:
Section 1. The City Council of Englewood, Colorado, hereby approves the Intergovernmental
Agreement entitled "Licensing Agreement By and Between the Denver Regional Council of
Governments and the City of Englewood for Denver Regional Aerial Photography Project"
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authorizing the City's participation in the Denver Regional Aerial Photography Project (DR.APP), a
copy of which is attached hereto as Exhibit A.
Section 2. The Mayor is hereby authorized to sign and the City Clerk to attest said
Intergovernmental entitled "Licensing Agreement By and Between the Denver Regional Council of
Governments and the City of Englewood for Denver Regional Aerial Photography Project" for and
on behalf of the City of Englewood.
Introduced, read in full, and passed on first reading on the 3rd day of March, 2014.
Published by Title as a Bill for an Ordinance in the City's official newspaper on the 7m day of
March, 2014.
Published as a Bill for an Ordinance on the City's official website beginning on the 5th day of
March, 2014 for thirty (30) days.
Read by title and passed on final reading on the 17th day of March, 2014.
Published by title in the City's official newspaper as Ordinance No/A Series of 2014, on
the 21st day of March, 2014.
Published by title on the City's official website beginning on the 19th day of
March, 2014 for thirty (30) days.
I, Loucrishia A. Ellis, City Clerk of the City of Englewood, Colorado, hereby certify that the
above and foregoing is ~ tjUe copy of the Ordinance passed on final reading and published by
title as Ordinance No. £ Series of 2014.
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LICENSING AGREEMENT BY AND BETWEEN THE
DENVER REGIONAL COUNCIL OF GOVERNMENTS
1290 Broadway, Suite 700
Denver, Colorado 80203
(DRCOG)
and
CITY OF ENGLEWOOD
1000 Englewood Parkway
Englewood, Colorado 8011 O
(PARTNER)
for
DENVER REGIONAL AERIAL PHOTOGRAPHY PROJECT
Project Number: 820014 Agreement Number: RV14006
RECITALS
WHEREAS, the parties desire to cooperate in the acquisition, preparation, use,
and distribution of digital orthoimagery (hereinafter referred to as the "Product")
developed through the Denver Regional Aerial Photography Project (hereinafter
referred to as "DRAPP" or "Project" interchangeably).
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. For purposes of this Agreement, current
Product shall mean the version released as part of the most current Project, and
past Product shall mean those versions of the Product that have since been
replaced with a current Product version or those versions that are more than two
years old. Current and past Products may be referred to collectively as "Product."
2. Term
The term of this Agreement shall be from the date of execution of this Agreement
and shall be valid as long as the entity is using the Product.
3. Partner Participation
The Partner will be notified by DRCOG of planned Projects, which typically occur
every two (2) years. At that time, the Partner will be asked to submit a Letter of
Intent to participate in the current Project. 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 current Project, it should not submit a Letter of Intent. Following receipt of the
Partner's Letter of Intent and upon completion of updated financial projections,
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DRCOG will invoice the Partner for its portion of the current Project costs, in
accordance with Section 5. In the event that enough local Partner funds are not
collected in order to fund the Project, DRCOG may choose not to continue with the
current Project. The Partner can continue to use the past Product in accordance
with the terms of this Agreement.
4. Termination
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 DR COG is at
fault in this instance, the Partner will be refunded any payments received for the
current Product. If the Partner is at fault, the Partner will return all copies of the
current Product in its possession.
5. Payment and License
In consideration for the payment to DRCOG of the license fee set forth in the
Partner's Letter of Intent to participate in DRAPP, 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. If the Partner participates
in the latest Project, the Partner will receive the current Product (in an electronic
format determined by DRCOG) for the geographical area it has specified. If the
Partner is unable or chooses not to participate in the current Project, it shall not
receive the current Product but may continue to use the past Product in accordance
with the terms of this Agreement.
DRCOG shall provide an invoice to the Partner for the fee due (in part or in full) in
accordance with Partner's Letter of Intent. Partner shall remit the undisputed
invoiced amount within thirty (30) days after receipt of an invoice.
6. Use of Product
a. Past DRAPP Products
i) Permitted Use
(1) The Partner may use the Product that they have purchased to meet the
goals and objectives of their organization.
(2) Derivative images based on the Product may be displayed on the
Partner's website as long as they are not publicly available for download.
(3) The Web Mapping Service ("WMS") may be used in the Partner's web
maps as view-only to the public.
(4) Past Product may be distributed freely to the public, with the exception of
WMS as provided herein.
ii) Restricted Use
(1) The Partner shall never sell the Product without the written consent of
DRCOG.
b. Current Product
i) Permitted Use
(1) The Partner may use the current version of the Product only to meet the
goals and objectives of its governmental activities.
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(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 by the
Contractor for any other purpose.
(3) Derivative images based on the Product may be displayed on the
Partner's internet site and derivative images may be further used, copied,
and displayed to meet the goals and objectives of its governmental
activities, which activities may include provision of governmental services
for or on behalf of participating public entities. However, partner may not
distribute physical copies of □RAPP imagery tiles.
(4) The Web Mapping Service ('WMS") may be used in the Partners web
maps as view-only to the public.
ii) Restrictions on Use
(1) Outside of the Permitted Uses listed above, the Partner shall not permit
access to the current Product by third parties unless authorized in writing
by DRCOG.
(2) The Current Product is considered proprietary for a period of two years
following product release. After two years, the Product is categorized as a
Past Product Version .
. 7. Product Resale
a. The Partner shall not resell the Product (current or past versions).
b. The Partner authorizes DRCOG to sell the Product and any Product derivations
through DRCOG's authorized reseller.
c. The Partner authorizes DRCOG to collect proceeds from sales of the Product
and any Product derivations and to hold and use this money for any future
projects or purposes authorized to DRCOG.
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) DR COG 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.
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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 use or interpretation of the Product, 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
Notwithstandi ng 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 ou t of t he 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.R.S., 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.
16.Authority.
The undersigned signatories of Partner represent that they have been duly
authorized to execute this Agreement and have full power and authority to bind
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Partner to the terms and conditions hereof, and certify that their signatures below,
whether handwritten, electronic, or digital or submitted by facsimile or electronic mail
are their own. Partner further understands and agrees that no further certification
authority or third party verification is necessary to validate any signature hereto and
that the lack of such certification or verification will not In any way affect the
enforceability of the Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
___ day of __________ , 20_ and acknowledge that
electronic or digital signatures hereto are the legally binding equivalent to handwritten
signatures.
DENVER REGIONAL COUNCIL
OF GOVERNMENTS
"DRCOG•
By: ----------Executive Director
ATTEST:
By: ----------Administrative Officer
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CITY OF ENGLEWOOD
"PARTNER"
By.-----------Randy P. Penn, Mayor
ATTEST:
By: -----------Loucrishia A. Ellis
City Clerk
March_, 2014
Denver Regional Council of Governments
A TIN: Roberta Cole, Contracts Department
1290 Broadway, Suite 700
Denver, CO 80203 .
Re: Intent to Participate in the 2014 Denver Regional Aerial Photography Project
Attention: Roberta Cole, Contracts Department
Please accept this letter as notification of the City of Englewood's commitment to
participate in the 2014 Denver Regional Aerial Photography Project (DRAPP).
The City of Englewood is willing to commit an amount not to exceed $3,000.00 to this
project.
We understand that this fee will provide us with this imagery to support the goals and
objectives of our business activities, subject to the tenns and conditions of the DRAPP
License Agreement
Sincerely,
Randy Penn, Mayor
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COUNCIL COMMUNICATION
Date: Agenda Item: Subject:
March 3, 2014 11 a i Letter of Commitment to Participate and
Intergovernmental Licensing Agreement By and Between
DRCOG and the City of Englewood for the Denver
Regional Aerial Photography Project
Initiated By: Staff Source:
Community Development Department John Voboril, Planner
PREVIOUS COUNCIL ACTION
Council authorized license agreements for the Denver Regional Aerial Photography Project in 2008 and
2010.
RECOMMENDED ACTION
Staff recommends Council adopt a Bill for an Ordinance authorizing the signing of a Letter of Commitment
to Participate in the 2014 Denver Regional Aerial Photography Project and an Intergovernmental Agreement
([GA) between the Denver Regional Council of Governments (DRCOG) and the City of Englewood for the
Denver Regional Aerial Photography Project (DRAPP) .
• BACKGROUND AND ANALYSIS
The City of Englewood has participated in the DRCOG Denver Regional Aerial Photography Project since the
inception of the program. The program takes place every two years. Denver metro municipalities benefit
through the program by acquiring imagery together as one entity to substantially drive down the costs that
would be incurred by each member if acquiring the imagery on an individual city project basis.
Aerial photography is used extensively by Community Development, Utilities, Waste Water, and Public
Works for the purposes of mapping and analysis, project planning and engineering, and infrastructure
management. In order to be effective for these purposes, it is imperative that the imagery be updated every
two years, in order to effectively track real world changes on the ground.
The licensing IGA sets the conditions the City agrees to abide by for use of the aerial photography for the
City's business purposes. This project will provide updated digital photography (6 inch resolution) of the
DRCOG region to participating members. The not to exceed cost to the City is $3,000 and will be shared
between Community Development, Utilities, Waste Water, and Public Works. The price is a fraction of the
cost if the City were to undertake such an aerial photography project itself.
FINANCIAL IMPACT
Funding of this project is included in the approved 2014 budgets of the participating departments.
ATTACHMENTS
Letter of Commitment to Participate in 2014 Denver Regional Aerial Photography Project
Bill for an Ordinance
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CIT y 0 F ENGLEWOOD
CITY COUNCIL
March 4, 2014
Denver Regional Council of Governments
ATTN: Roberta Cole, Contracts Department
1290 Broadway, Suite 700
Denver, CO 80203.
Re: Intent to Participate in the 2014 Denver Regional Aerial Photography Project
Dear Ms. Cole:
-Please accept this letter as notification of the City of Englewood's commitment to
participate in the 2014 Denver Regional Aerial Photography Project (DRAPP).
The City of Englewood is willing to commit an amount not to exceed $3,000.00 to this
project.
We understand that this fee will provide us with this imagery to support the goals and
objectives of our business activities, subject to the terms and conditions of the DRAPP
License Agreement.
Sincerely,
Randy P. Penn, Mayor
Mayor Randy Penn, District 3 • Mayor Pro Tern Linda Olson, District 2
Rick Gillit, District 4 • Joe Jefferson, District 1 • Bob McCaslin, At Large • Jill Wilson, At Large • Steven R. Yates, Al Large
1000 Englewood Parkway • Englewood, Colorado 80110 • Phone 303-762-2310 • FAX 303•762-2408
www.englewoodgov.org • E-mail: council@englewoodgov.org