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Home My WebLink AboutContract 26114 CITYSSECRETARY CONTRACT NO. j LIMITED RIGHT OF USE AGREEMENT This LIMITED RIGHT USE AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation situated in portions of Tarrant and Denton Counties, Texas and Gideon Toal, Inc. ("Contractor"). The following statements are true and correct and form the basis of this Agreement: A. The City has procured and is maintaining City-wide digital orthophotography ("Orthophotography") to support geographic land base development and other GIS implementation activities. B. Contractor has entered into a coraract with the City to perform services in connection with that certain project entitled strinity River aste Plan and Memorandum of P ncierstanaing hPtWPPn the Citi=, TR14D an��eams & ("Project"). Contractor acknowledges and agrees that the Project contract shall be in valleys. addition to and incorporated as part of this Agreement for all purposes. Contractor requires the use of the Orthophotography in order to carry out its services to the City under the Project. The City is willing to grant Contractor use of the Orthophotography, subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, the City and Contractor hereby agree as follows: 1. SPECIFICATIONS. 1.1. The Orthophotography covers approximately 650 square miles and includes Tarrant County and portions of Collin and Denton Counties, Texas, including the City in its entirety. The Orthophotography is partitioned into areas in the form of map tiles, each of which is 12,000 feet by 8,000 feet. 1.2. The Orthophotography, with 0.5 meter pixel resolution, was produced from I"=2,800' scale photography acquired from a controlled aerial survey at a flight altitude of 17,300 feet above ground elevation (1994-95 data) and 10,200 feet for a 1997 update. The Orthophotography has a horizontal root-mean-square-error equal to or less than 1.0 meter. The horizontal accuracy requires that two-thirds of all photo-identifiable points fall within 1.0 meter and 90 percent of all photo-identifiable points within 2.0 meters. 1.3. Street centerlines, railroads, and water bodies constitute a raw vector planimetric database derived from the 1994-95 data. The vectors were developed as part of the digital orthophotographic rectification process and as such represent raw vector data with no attributes attached. The vectors are positionally accurate to the underlying digital orthophotographic base with horizontal accuracy as described in Section 1.2 of this XD Ey U3 J u r.� `• �a �7UV�:LUtlq� a Agreement. An associated coverage depicting NAD 83 Texas State Plane Coordinate grid tics was produced. 1.4. The Digital Elevation Model ("DEM") was generated from the 1994-95 1"=2800' scale photography. The DEM has 90% of the points vertically accurate to within 1.0 meter. This allows the creation of topographic maps that accurately depict 2.0 meter contour intervals. The terrain model consists of 3-D break lines and spot elevations. The optional street edges data was captured as raw vectors with no attributes attached. The vectors are positionally accurate to the underlying digital orthophotographic base with horizontal accuracy as described in Section 1.2 of this Agreement. 1.5. The City is granting Contractor the use of the Orthophotography as a courtesy to Contractor. Contractor shall use the Orthophotography only as an aid and not in lieu of other industry standards that would ordinarily he employed by Contractor in the performance of its duties, obligations and services under the Project. Contractor understands and agrees that the Orthophotography may not he accurate enough or current enough for Contractor to rely solely on the Orthophotography in the performance of its duties, obligations and services under the Project. Contractor shall he liable for any damages, errors, omissions based upon such reliance. 2. GRANT OF USE AND DATA COPYRIGHT AND DISTRIBUTION. 2.1. Contractor is hereby granted a limited right to use the Orthophotography which includes street centerlines, railroads and water bodies for the specified map tiles. This Agreement also applies to the limited use of the DEM and street edges database over the same geographic area. The list of map tiles applicable to this Agreement is provided in Exhibit 1, entitled Coverage Area, which is attached hereto and hereby made a part of this Agreement for all purposes. 2.2. The City shall retain copyright ownership of the Orthophotography. 2.3. The Contractor shall use the Orthophotography for the sole purpose of fulfilling tasks associated with the Contractor's obligations under the Project. Upon completion of such project or upon the City's written request, Contractor shall completely erase all electronic copies of the Orthophotography. 2.4. Contractor shall not reproduce and/or distribute the Orthophotography or any of its associated data in printed, electronic or any other form without the City's written consent and direction. Contractor further agrees to ensure that the Orthophotography is not reproduced and/or distributed in printed, electronic or any other form by any other party. �~ � RY J 3. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES, IN WHOLE OR IN PART, FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE TO CONTRACTOR OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY CONTRACTOR OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 4. ENTIRE AGREEMENT. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Contractor. This Agreement, including Exhibit 1 and any other documents incorporated herein by reference, constitutes the entire understanding and agreement between the City and Contractor as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provisions of this Agreement. The signature below of an authorized representative acknowledges that the Contractor has read this Agreement and agrees to be bound by terms and conditions set forth herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this day of PEI) ern 3 r1lr�aM y ', CITY OF FORT WORTH: CONTRACTOR: Gideon Toal, Inc. Name of Contractor By: By: 0 Charles Boswell Authorize ignature Assistant City Manager Printed me: James Toal Title: airman of the Board ATTES ATTEST: By:. By: City Secretary APPROVED AS TO FORM AND LEGALITY: Byc-G'--li✓ �--P�'uJ�d�- Assistant Nvy Attorney M& C: none required [Iii GCI H' ��'G 4 ino tKil:''lSl1,F110 R ► '1, To EXHIBIT 1 Coveraze Area The following tiles-are hereby released for the exclusive use of the following project: PROJECT NAME: Trinity River Master Plan and Memnrnndnm of „ndprstanding between the City, Tarrant Regional Water District and Streams and Valleys, Inc. Tiles: All �j f � L G�� P-"''D (�i�'r cr�i�.r,SIlWU111