HomeMy WebLinkAbout2010 Ordinance No. 021•
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ORD~ANCE NO. _;j_
SERIES OF 2010
CONTRACT NO, SJ-..J.o/o 11 b ii
BY AUTHORITY
COUNCIL BILL NO . 13
INTRODUCED BY COUNCIL
MEMBER PENN
AN ORDINANCE APPROVING AN !NTl''(\lOVERNMENT AL AGREEMENT (IGA)
ENTITLED "LICENSING AGREEMEN1 !a:GARDING DENVER REmONAL AERJAL
PHOTOGRAPHY PROJECT ' BETWEEN THE DENVER REGIONAL COUNCIL OF
GOVERNMENTS AND THE CJ i OF ENGLEWOOD , COLORADO FOR THE CITY 'S
PARTICIPATION IN THE DENV • RE0 10NA1,AERIAL PHOTOGRAPHY PROJECT
(DRAPP).
WHEREAS, the City of Englewood has partici,,ated in the Deuver Regional Council of
Governments Denver Regional Aerial Photograph)' Project in 2QIJ2 , 2004. 2006 and 200 8; and
WHEREAS , the Denver Regi onal Aerial Pho togrnphy Proj ,ct will provide the City with updated
di gi tal onhophotc,graphy of the DR COG region to prinicipating mr.,n\lers ; and
WHEREAS , the cost is substantially less than if the Ci•" ,.-. ·, tc, , •Je· take such an aerial
photography project itself; and
WHEP..EAS , the cost to Englewood is not 10 ex ceed $5,000 and will be shared between
Community Development, Utilities, Wastewater and Public Works Department s of the City of
Englewood ; and
WHEREAS , the updated photography is crit ical in kecp'ng the City's geographic information
system (GIS), pennit tracking system (Trakit), water and wastewater utilities mapping up-to-date ;
and
WHEREAS, the pa ssage of thi s Ordinan ce will pennit the City of Englewood to parti cipate in the
DRCOG spon sored Denver Regional Aerial Photogra ph y Project ;
NOW, THEREFORE, BE 1T ORDAINED BY THE cm ' COUN CIL OF THE ClTY OF
ENGLEWOOD , COLORADO , AS FOLLOWS :
Section 1. Th e City Co un cil of Engle wood , Co lora do. he rch y approves the In tergovernment al
Agreement "License Agreement between the Den ver Regi onal Co uncil of Governments (DRCOG )
and the Cit y of Englewood fo r Denver Regi onal Aeri al Ph otogra phy Project" auth orizing th e Ci ty's
pani cipntion in the Denver Regional Aerial Ph otogra ph y Proj ect (DRAPP), a co py of whi ch is
attachec hereto as Ex hibit I.
Section 2. The Ma yc,r is hereb y authorized to sign and th e City Clerk to attest said
lnt ergovernmental Agreement entitled "Lice nsing AE,,rreement Regarding Denver Regi onal Aerial
Photography Project" for and on behalf of th e Cit y of Englewood .
lntroduc..-d , read in full , and pass w ,n fi rst readin g on the 7"' day of June , 2010 .
Publi shed as a Bill fo r an Ordinane< in th e Cit y's offi cial newspaper on th e 1 I"' da y of June,
201 0.
Publi shed as a Bill fo r an Ordinance on the City'! official website beginning on the 9" day of •
June, 20 10 for thiny (30) days .
Read by title and passed on final reading on the 21" day of June, 2009.
Publi shed by title in the Ci ty's official n,." ·pa er as Ordinance No .il_, Seri es 00010. on
the 251h day of June , 2010 .
Publi shed by title on the City's offici o\ website ~,ginning on the 23 ~ day of
June, 20 IO fo r thiny (30) days .
I. Loucrishia A. Ellis , City Clerk of the City of Englewood . Co lorado, hereb y cenify that the
above and foregoin g is a,,tf"e copy of the Ordinance passed on lino coding and publtshca hy
ti tle as Ordinance No. L:J..., Series of 2010 . •
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LICENSING AGREEMENT BY AND BETW EEN THE
DENVER REGIONAL COUNCIL OF GOVERNMENTS
1290 Broadway, Suite 700
Denver, Colorado 80203
(DRCOG)
and
CITY OF ENGLEWOOD
1000 Eng lewood Parkway
Englewood , Colorado 80110
(PARTNER)
for
DENVER REGIONAL AERIAL PHOTOGRAPHY PROJECT
Project Numbe r: 820010 Agreeme nt Numbe r. RV10008
RECITALS
WHEREAS , the parties desire to cooperate in the creation, preparatio n, use, and
distribution of digital orthophotography (hereinafter referred to as the "Product")
developed through the Denver Regional Aerial Pholography Program (referred to as
"DRAPP").
WHEREAS, the Partner Is a governmenta l or publi c service entity .
NOW THEREFORE, th e parties hereto mutually agree as follows:
1. Purposes
The purpose s of this Ag ree ment are to define the rights and obligations of th e
parties with respect to the Product and to protect and control the rights ,
reprodu ctio n, and resale of the Produ ct.
2. Term
The term of this Agree ment shall be from the date of execution of this Agre eme nt
thro ugh two years following release of th e last product upd ate in which the Partner
choose s to partic ipate.
3. Partne : Participation
The P'..lrtner will ba notifi ed by DR COG of plann ed product updates. P.t that time , the
Partner wlli be asked to ubmit a Lette r of Intent to partic ipate in th e update . The
Partne r will also be asked to commit fun ds as appropria te In Its Letter of Intent. If
the Partner chooses not to partic ipa te in th e next Prod u~t update, it sh ould not
submit a Lette r of inten t. Followi ng receipt of th e Part11ers Letter of intent and upon
compl etion of updat ed finan cial projections, DRCOG will Invoi ce th e Partner for its
port ion of the Product ui,Jate costs . The Produ ct up date will not be released to the
Partn er until payment Is re ceive d by DR COG .
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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 fall to fulfill in a
timely and proper manner Its obligations under this contra ct 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 recei ved 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. Faymerit and License
tn cons ideration for the payment to DRCOG of the license fee set forth in Exhibit A,
attached hereto and incorporated herein by reference , DRCOG grants the Partne r a
non-exclusive, no n-transferable license to the Product .to be used strictly and only In
accordance with the provi sions stated In this Agreement. The Partner will receive
one copy of the Product , and any Produc t updates In which the Partner participates,
in electronic format for the geographical area they have specified . If the Partner Is
unable or choo "e" not to participate In the current Product update, this Agreement
shall termlnatll two years following release of the latest Product update In which the
Partner did pJrtlcipate .
DRCOG shal! provide an Invoice to the Partner for thl, fee due (in part or In full) in
accordance with Exhibit A. Partn er shall remit the undis puted invoiced amount within •
thirty (30) days after receipt of an invoice.
6. Use of Product
a. ~ 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 Partn er may use the current version of the Product in order to fulfill
these contractua l servic es, so long as there is written agreement between
th e Partner and th e Contractor that th e Product will not be utilized beyond
this purpose.
(3) De ri vative images based on th e Pro duct ma y be dis played on the
Partner's World Wide Web site .
ii) Restri ctions on Use
(1) Outsid e of the Permitted Uses listed above, th e Partner shall not allow
access to the current version Product by any other person or organization ,
by anr means , unless authorized in writing by DRCOG .
Iii) The Curr•3n t Product Version Is considered proprietary for a period of two
years following product release . After two years, th e Produ ct version is
categorized aR a Past Product Vers ion , regardless of whether or not a
Product update has been periorrned . •
b. Past Product Vr,rsion s
I) Permitted Use
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( 1) Past Product vers ions, that is, those versions that have sinc e 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.
o. The Partner authorizes DRCOG to sell the Product and any Product deriv;;,tions .
c . The Partner authorizos DRCOG to collect proceeds from sales of tra Product
and any Product de 11vatlons and to hold this money for future DRA '~ projects .
d. Whenever applicable , the Partner agrees to direct purchase req ues ts 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 Produ ct Is delivered free
of physical defect .
ii) DRCOG disclaims any other warranties , express or Implied, respecting l;i es e
terms and conditions or the Product.
b. Remedy
I) Partner's sole and exclus ive remedy for breach of th is limited warranty will be
to return the Product within ·o days of receipt.'
ii) DRCOG shall, at Its discretio,1, replace the Product or ra re ,:r the Prcduct and
return It to the Partner.
9. Assignment a d Transfer
Partner shall not disclose, lease, sell , distribute, ma ke, transfer or ass ign 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 prio · written consent ot' DR COG , except as
noted In Section 6 above .
10.Llablllty
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 ilable for any activity involvin g th e Produ ct with respe ct to th e
following :
a. Th o fitn ess of lhe Produ ct for a particu lar purpo se.
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 ac cordance with the
substantive and procedural laws of the State of Colorado .
12. No Continuing Waiver
The waiver of any default by either party or th e failure to give notice of any default
shall not constitute waiver of any subsequent default or be de emed to be a failure to
give notice with respect to any subsequent default. Waiver of the breach of any
provision of thi s Agreement shall not be construed to be a modifi ca tion of th e term s
of th is Agreement unless stated to be 5uch 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 waive r, exp ress or
Implied , of any of the immunities , rights , benefits , protection , or other provision s of
the Colorado Governmental Immunity Act, Section 24-10-101 el seq .• C.R.S., as
now or hereafter amended . The partie s understand and agree that llab1llty for claims
for Injuries to persons or pr,:,perty arising out of the negligence of either party , their
departments, Institutions, agencies, l cards, officials, and employees are controll ed
and llmlted by the provl~;ions of Section 24-10-101 et seq ., C.S.R., as now or
hereafter amended .
14, in~·alid/Unenforceabl!'I Provlslon(s)
'f any term or provisbn of this Agreement or thP application thereof to any person or
circumstP1ce shall to any extent be Invalid or unenforceable, the mmainder of th is
agreement shall no': be affected thereby, and each term and provision of this
Agreement shall b11 valid ar,d enforced as written to the fullest extent permitted by
law .
15. Integration and Amel'dment
This Agreement represents the ent1o-e agreement between the f'arties, and the r,3 are
no oral or collatera l agreements or Ul'derstandlngs . No subsequent notatlori,
renewal , addition, deletion , or other an :endment hereto shall have any force or •l!fect
unless embodied in a writir,g exec uted a,~d approved by boi~ [>Rrties . •
IN WITNESS WHEREOF , the parties heretc have executed this contract on th e
____ day of ___________ , .:i: __ .
DENVER REGIONAL COUNCIL
OF GOVERNMENTS
"DRCOG "
By: -
Executive uirector
ATTl::ST :
!:Jy: ..,.-,--,--,--,----------
Administrative Offic er
CITY OF ENGLEWOOD
"PARTNER "
By : ____ _
J,.,me s K. Wo odward , Ma yor
ATTEST :
By : ---,-,-,--::----::,:-;-,----Lou cr ishia A . Ellis,
City Clerk
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COUNCIL COMMUNICATION
Date : Agenda It em: Subject:
Jun e 7, 2010 11 a i IGA wi th DRCOG Regarding Li ce ns ing or 20 10
D enve r Reg ional Aerial Phot og rap hy
Initiated By: I Staff Sourc e:
Community Development D epartment John Voboril, Planner -
COUN CIL GOAL AND PREVIOUS COUNCIL ACTION
Coun cil approved City participa ti on in the Denver Regional Council of Governm en ts D enve r
Reg iooa l Ae ri al Photography Proj ec t in 2002, 2004, 2006, and 2008.
RECOMMENDED ACTION
Staff recommends Coun ci l adopt a bi ll for an ordinance auth orizi11g an Intergovernmental
Agreement (IGA) between th e City of Englewood and the Denver P.egional Coun ci l of
Governments (DRCOG) fo r th e Denve r Regional Aerial Photogra ph y Proj ect (DRAPP) .
BACKGROUND AND ANALYSIS
The City of Engle wood has participated ir th e DR COG De nve r Regi onal Aeri ,1 Photography Proj ec t
si nce th e inception of th e program in 2002. Th e prog ,a,n takes pla(e eve ry r .vo years. Denve r
me tro munici paliti es b enefi t through th e program by ac quiring imagery toge .her as on e entity to
substantially drive down th e cos ts th at would be in curred by eac h member ·f acquiring th e imagery
o n an ind ividual ci ty project bas is,
Aerial photography is use d ex tensive ly by Comm un ity D eve lopment, Utilit:es, Wast ewa ter, and
Public Works fo r th e purp oses of mapping and ana lysis, project planning ar..:J Pngitte ring, aod
infrastructure manag ement. In o rd r to b e effec ti ve for th ese p urposes, it is imperative tha: th e
im age ry be updated every two years, in o rd er to effec ti ve ly trac k rea l world changes on th e gro und ,
Thi s IG A will permit the City to p art icipa te in th e DRCOG sp onso red D enver Regional Aer ial
Ph otog raphy Proje t. This pro ject will provid e updated di gi tal photog raphy (6 in ch reso luti on) of
th e DR COG regi on to participating members . The 'not to exceed cos t' to th e Ci ty is $5 ,000 and
w ill be shared between Co mmunity D evelopmen t, U tilities, Wastewater, and Publi c Work s. The
cos t is sub stan ti all y less than th e cos t would be if th e City were to undert ake such an ae rial
p hotog rap hy projec t itse lf,
FINANCIAL IMPACT
Funding or th is project is included in th e approved 20 10 budgets of th e p articipat ing department s.
ATTAC HME NTS
Bill for an rclinan r
DRCOG Keg1011al A , ial rhotogra phv License
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