HomeMy WebLinkAbout2008 Ordinance No. 017•
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ORDI NANC E NO . j_f_
SERIES OF 200 8
BY AUTI IORITY
CONTR AC1' NO, ID'l -J.o-i, ~
CuUNC IL BILL NO. 18
INTROD UC ED BY CO UN CIL
MEMBER MOORE
AN ORDINANCE APPROVING AN INTER GOVERNMENT AL AGREEMENT (IGA)
ENTITLED "LICENSING AGREEMENT REGARDING DENVER REGIONAL
AERIAL PHOTOGRAPHY PROJECT" BETWEEN THE DENVER REGIONAL
COUNC IL OF GOVERNME'ITS AND THE CITY OF ENGLEWOOD, COLORADO
FOR THE CITY 'S PARTICil'ATION IN THE DENVER REGIONAL AERIAL
PHOTOGRAPHY PROJECT (DRAPP).
WHEREAS, the Denver Regiona l Aerial Photography Project will provide the City with
updated digital orthop hotograp hy of the DRCOG region to participating mem!,ers ; and
WHEREAS, the cost is substant ially less than if the City were to und ertake such an aeria l
photography project itself; and
WHEREAS , tho cos t to Englewood is $5,000 and wi ll be shared between Community
Development , Utilities, Wastewater and Public Works Department s of the City cf
Englewood ; and
WHEREAS, the updated ~holography is critical in keeping the Cit y's geographic
infom,ation system (GIS), pennit tracking system (Traki t), water and wastewater utilities
mapping up-t o-date ; and
WHEREAS , the passage of this Ordinance will pemtlt the Ci ty of Engl ewood tc,
parti cipate in the DRCOG spon sored Denver Regi onal Aerial Photography Project ;
NOW , THEREFORE , BE IT ORDAINED BY THE CITY COUNC IL OF THE CITY OF
ENGLEWOOD, COLORADO, AS FOLLOWS :
Sc-ction I. The City Council of Englewood, Colorado , hereby approves the
lme rgovcnuncntal Agreement entitled "Licensing Agreement Regarding Denver Regional
Aerial PholoJI :aphy Project" between the De nver Regional Council ofGovemmen ts
(DRCOG) a,,d the City of Englewood , Colorado authorizing the City 's participat ion in th e
Denver Regional Aerial Photography Project (DRAPP), a copy of whic h is auached hereto as
Ex hibit A.
Section 2 The Ma yor is hereby au th ori zed to sign and th e City Clerk to allest said
Int ergovernmenta l Agreement en tit led "Licens in g Agreement Regarding Denver Regional
Aerial Photogra ph y Project" for and on beha lf of the City of Englewood.
Introduced, read in lid!, and pa ssed on first reading on tho 17t h day of Murch , 2008 .
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Publi shed ns a Bi ll for an Ordinance on the 2 1st day of March , 2008.
Read by titl e and passed on final read in g on the 7th day of Apri l, 2008 .
Published by title as Ordinance No./2, Series of 2008, on the 11th day of April ,
2008 .
I, Lo ucris hi a A. Elli s, Cit y Clerk of the City ofEn~icw,
that the above and foregoing is a true P,~PY of the Ordinan ce
published by tit le as Ordinance No. i!L, Seri of 20ns.
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LICENSING AGREEMENT REGARDING
DENVER REGIONAL AER I ~L PHOTOGRAPHY PROJECT
Tl1is Ag ree ment (No . RV0 80 17 ) is mad e and ent ered into this ___ day of
-:c-------------,• 2008 by and between th e Denver Regional Council of Govemmnts
(hereinafter referr ed to as "DRCOG ") and City of Englewood (herein after referr eao as
th e "Partn er").
RECITALS
WHEREAS, th e parties desi re to coope rate in th e creation , preparation , usta nd
di stribution of digital orth ophotograp hy (herei nafter referred to as th e "Product")
deve lop ed ll1rough the Denv er Regional Aeri al Ph otography Program referred to a
"DRAPP ").
WHEREAS, the Partner is a povernmental or public service entity .
NOW THEREFORE, the parti es hereto mutually agree as follows :
1. Purposes
The purposes of this Agre ement are to define the rights and obligat io ns of the
parties with respect to the Prod uct and to protection and control the rights ,
reproduction, and resale of the Prod uct.
2. Term
The term of this Agreement shall be from the date of execution of this Agreem111t
through two years following release of th e last product update in wh ich the Partie r
chooses to participate .
3. Partner Participation
Th e Partn er wi ll be notified by DRCOG of planned product updates . At that tirre , th e
Partn er will be asked to submit a Letter of Intent to part ic ipate In the update. 'The
Partner will also be asked to commi t funds as aprropriate in its Le tter of Intent. If
the Partn er choos es not to partici rate in the ne xt Product update, it should not
submit a Lett er of lnt<.nt. Followin g rece ipt of the Partner's Letter of In en! and upon
co mpletion of up da ted fin ancia l proj ecti ons, DRCOG will invoice the Partner IOI its
po rtion of th e Prod uc: update costs . Th e Produc t upd ate will not be released to th e
Partner until payment is received by DRCOG .
4 . Termination
a. Fund s not 1\vai labl e. In th e event th at enough loca l Partn er fund s are not
co ll ected in urder to fund th e next round of Prod uct updates, thi s Agree ment shall
terminate two years from release of the last Produ ct upd ate.
b. Termination for Caus e. If through any cause, ei th er party should fail to '.ul fill in a
timely and prop er mann er its obliga tions under this contract or violat e any of th e
co venants or stipulations in thi s Agreeme nt , th e wro nged party has th e right to
terminate th is co ntract by giving sixty (60) days written notic e to the oth er part y of
sucti termination. If DR COG is at fault in thi s inst ance , the Partn er will be
refunded any payments rece iv ed for th e curre nt Produ ct updat e. If th e Part ner is
at fau lt , th e Partn er will return all cop ies of th e current Product version in its
poss ess ion.
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5. Payment and License
In co nsiderati on for payment received, DR COG grants the Partner a non-e xclu sive,
non-transferable li ce ns e to the Product to be use d strictly and only in accordance
wit h the provisions sta ted in this Agre eme nt. The Partne r will rece ive one copy of •
the Product, and any Product updat es in which the Partner participates , in electronic
fo rmat for th e ge ogra phi cal area they hav e specified. If the Partner is unabl e or
chooses not to participate in the current Product updat e, thi s Agre ement sha ll
termina te two years following rel dase of th e latest Product update in which th e
Partner did participate .
6. Use of Pro duct
a. Current Product Version
i) Permitted Us e
( 1) The Partner may use t, 9 current versi on of the Product only to mee t the
goal s and objectives r,f Its busi ness and/or governmental activ ities .
(2) Contractors en gage~ by the Partner provic;r.g contractual service s directly
to the, Partn er m.:.> use the current vers ion 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
thi s purpos e.
( 3) Dt1 ri vative ima n ,3 based on the Product may be displayed on the
Partner's World Wide Web site.
ii) Restrictions on Use
( 1) Outside of th e Permitted Uses li 3ted above, the Partner shall not allow
access to the current version Pr ,Jduct by any other person or organization , •
by any means, unless ?.Uthorized In writing by DRCOG .
iii} The Current Product Version Is considered proprietary for a period of two
years following product release . After lwo years, the Product version Is
categorized as a Past Product Vers ion , 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 authori zes DRCOG to collect proceeds from sales of the Product
and any Product derivations and to hold this money for future DRAPP project s.
d. Wh enever applicable, the Partn er agrees to direct purchase requ ests 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 di sc laims any other warranties, express or implied , respecting these
term s and conditions or the Product.
b. Remedy
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i) Partner's so le and excl usive re medy for brea ch of this lim ited warranty will be
to return th e p ,~duct with in 60 da ys of receipt.
ii) DR COG shall , at its disc reti on, rep lace th e Prod uct or repai r th e Product and
ret urn it to th e Pa rtn er.
9. Assignment and Transfer
Partne r shall not disclose, lease, sell , dis tr ibu te , make, transfer or assig n th e Product
o r e ngage in any oth er transactio n which has the e ffect of tra nsferri ng th e right of
use or part of the Produ ct without the prior wri :te n co nsent or DRCOG , except as
noted in Section 6 above .
10. Liability
W ithout waivi ng th e privileges and immunities conferred by th e Color:;ido
Governmental Immunity Act , Section 24 -10-101 et seq ., C .R.S ., each party shall be
re sponsible for any claims , da mag es , dema nds or suits arising out of it s own
neg li gence .
DRCOG shall not be liable for any activity involving th e Product with respect to the
following :
a. The fitn ess of the Product for a particular purpose .
b . The installation of the Product , its use , or the results obtain ed.
11. Colorado Law to Govern
This Agree ment shall be governed by ,ind construed in accordance w it h the
substantive and procedural laws of the State of Colorado .
12.No Continuing Waiver
Th e 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 respe ct 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 th is Agree ment unless stated to be such in writing and signed by authorized
re prese ntatives of both pa rti es .
13 .Goven •11 ,~ntal Immunity
Notwithstanding any other provisi on of th is Agree ment to th e co ntrary, no term or •
con dition of this Agree ment shall be constru ed or interpreted as a wa ive r, express or
im plied, of any of th e immunities , rights , benefics , protect ion , or oth er provisions of
th e Colorado Governmental Immunity Act, Section 24 -10-101 et seq ., C.R.S ., as
now or hereafter amended . The part ies und erstand and agree that liability for claims
for injuries to persons or property arising out of the negligence of either pan y, th eir
departments , inst itutions, agenci v s, boards , officials , and employees are co ntroll ed
an d limited by th e provisions of Section 24-10-101 et seq., C .S.R., as now or
hef t.1 Ne r amend ed.
14 . lnvalld/Unenforceable Provision(s)
ii any term or provi sion of this Agreement or the appl ical!m1 !he reof to any person or
,,;rcumstance shall to any extent be Invalid or unenforceabl e, the rem ainder of this
agre emenl shall not be affected thereby , and each term and provision of this
Ag re:e mer.t shall be valid and enforced as written lo the fullest extent permitted by
la w.
15. Integration and Amendment
This Agreement represents the ent i-e agreement between the parties, and there are
no ora l or collateral agreements or understandings . No sub6eQuent 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 WITNESS WHEREOF , the parties hereto have executed this contract on the
____ day of ___________ ,, 2008 .
CITY OF ENGLEWOOD
"PARTNER "
By : --,,---~--~-~ James K. Woodw ard, Mayor
ATTEST :
By: ________ _
Lo ucrishia A. Ellis ,
City Cl e rk
DENVER REGIONAL COUNCIL
OF GOVERNMENTS
"DRCOG"
By:---~------
Executive Director
ATTEST :
By : _________ _
Administrative Offi cer
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COUNCIL COMMUNICATION
Date :
March 1 7, 1008 I
Agenda Item:
9 a i I
Subject:
IGA for DRCOG Aeri ,1 I Ph o tograp hy
Initiat ed By:
Community D eve lopment Depar tment I
Staff Source:
John Voboril , Pl ann er
PREVIOUS COUNCIL ACTION
There has bee n no pr evio us Coun ci l ac ti on on thi s matt er.
RECOM MENDED ACTION
Staff recommends Counc il adopt a Bi ll fo r an Ordinan ce authorizing an Intergove rnm ent al
Agree m ent b etwee n th e City o f En glewood and th e D enver Regio nal Co un ci l of Governm ents
(DRCOG) fo r th e D enve r Regi onal Aeri al Ph o tog rap hy Project.
BACKGROUND AND ANALYSIS
Thi s IGA w ill p ermit the City to p arti c ipate in th e DR COG sponso red D enve r Reg ional Ae rial
Ph otograph y Projec t. Thi s p roject w ill p rovid e upd ated di gi tal o rth o pho tograp hy of th e DRCOG
region to partic ipating m embers . Th e cos t to th e City is $5 ,000 and w ill b e shar ed betwee n
Community D eve lopment, Uti liti es , Wast ewater, and Public W o rk s. Th e cost is subs tanti all y less
tha n the co st if th e City we re to und ert ake su ch an aeria l photograp l :y pro jec t itse lf. Thi s updated
ph oto graphy is criti c al in kee ping th e Ci ty's geographi c in fo rmati on sys tem (G IS), p ermit trac kin g
sys tem (Tr aki t), water and was tewater utilities mappi n g up-to-dat e.
FINANCIAL IMPACT
Fundin g oi thi s proj ect is included in th e ap p ro ve d 2008 budgets of th e p ar ticipatin g depa rtm ents.
ATTACHMENTS
Bill for an O rd in ance