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HomeMy WebLinkAboutContract 44947 (2)N. North Central Texas Council of Governments AGREEMENT BETWEEN THE NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS AND CITY OF FORT WORTH WHEREAS, the North Central Texas Council of Governments (NCTCOG) has an interest in assisting local governments in providing information for planning, engineering, public safety, and municipal management; WHEREAS, the CITY OF FORT WORTH (Entity), wishes to have its map -based information system include the 2013 digital aerial photography and has determined that the creation of this resource provides information for a multitude of uses throughout the Entity and thus serves a valid public purpose; WHEREAS, the Entity requires this information to accomplish this purpose and has determined that NCTCOG can fulfill this need, and NCTCOG is willing to reciprocate; and NOW THEREFORE, the parties, Entity and NCTCOG, agree to the following terms and conditions regarding the creation of digital aerial photography. I. LICENSE AGREEMENT The personnel specified in Appendix A will serve as points of contact for their respective organizations. The following provisions are a license agreement between NCTCOG and the Entity with respect to data products that are identified in section II. NCTCOG is the owner of and has the right to grant a license to use the said data products free of all liens, claims, encumbrances, and other restrictions and without otherwise violating any rights of any third party, including any patent, copyright, trade secret, or other proprietary rights. The NCTCOG data product may be distributed to the Entity on CD-ROM, DVD, or portable hard drive. The Entity will need to install and operate the NCTCOG data product on properly configured and compatible computer equipment running third party system and application software supplied by the Entity. The Entity will also need to insure that any required data not supplied by NCTCOG is in proper format and no other software or equipment having an adverse impact on the NCTCOG product is present. RECEIVE, r=1 4 2013 11 ECOj D CITY SECRETARY Vf7iRTH,l�s A. Licensed Operating Environment (1) Operating Equipment. In exchange for monetary consideration listed in section III, the Entity will be granted an exclusive operation license to install, store, load, execute and display (collectively, ' Use") the NCTCOG data product on as many local area networks and/or end -user workstations as the Entity reasonably needs in support of its own o peration (the `Licensed Operating Environment") Any software components of the N CTCOG data product are provided in machine-readable executable format only. (2) Authorized Users. Unless otherwise agreed in writing, the NCTCOG data product will be u sed by Entity officials, officers employees, and authorized contractors only ("Authorized U sers"). A contractor shall be deemed authorized to Use the data products by the Entity o r NCTCOG if such Use is incidental to a larger relationship between the contractor and the Entity, and is used for purposes no greater than reasonably needed to achieve the o bjectives of an actual project undertaken in connection with that relationship. The contractor must agree in writing to be bound by the provisions of this Agreement. B. Permitted Uses (1) Use of NCTCOG Products. The Entity's Authorized Users may Use the NCTCOG data product in the Licensed Operating Environment for any use that furthers the Entity's internal operations or in furtherance of the Entity's mission. (2) Use of Generated Output or Other Data. Except as stated, the Entity will own all original works of authorship it may independently create. Digital output from the Entity's Use of the NCTCOG Data Product may be resized as desired and printed on black and white color printers, or map plotters. Such printed hardcopies may be distributed to the Entity's officers, employees, citizens, contractors, or other persons in the regular course of business for their internal use or in connection with an actual transaction. Such printed output may be further copied, photographed, or reproduced digitally on the Internet. The Entity may charge a fee for such hardcopy printouts that exceed the actual direct cost of production Without the prior written consent of NCTCOG, the Entity may not otherwise provide copied, digitized, reproduced, transmitted or disseminated, in whole or in part, any of the original digital data product in any form. 8/7/2013 II. OBLIGATIONS Upon delivery of the products, NCTCOG shall invoice the Entity for the stipulated amounts listed below. Product 2013 Aerial Photography Amount $53,254.12 You have agreed to the payment terms listed below and have secured the total amount with purchase order (PO) number (Please enter a PO number if blank. If you have not yet secured a PO, please enter 9999). Payment Years FY 2013-14 Invoice Dates Delivery date If your payment is spread across two fiscal years you will be invoiced 50% of the total amount each year. Upon receipt of the first invoice, the Entity had thirty (30) days to review the products and pay said invoice or the remaining amount owed to the North Central Texas Council of Governments (NCTCOG). III. TERMINATION The parties agree that the Entity may terminate this Agreement by providing thirty (30) days written notice to NCTCOG. Such notice shall be given to NCTCOG at the address set forth under its signature below. In the event of such termination, NCTCOG shall reimburse to the Entity pro - ratable portion of the contracted amount for services rendered. The Entity would also reimburse NCTCOG for staff time billed to the project up to termination. IV. MISCELLANEOUS Entirety of Agreement The terms and provisions of this Agreement constitute the entire agreement of the undersigned parties and in the event of a conflict between this Agreement and any attachment thereto, the terms of this Agreement shall prevail Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Texas and venue shall lie exclusively in Tarrant County, Texas. In performing its obligations hereunder, each party shall operate and perform in accordance with all applicable state and federal laws. 8/7/2013 Severabilitv. In the event that one or more provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability of the Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, and shall not affect the remaining provision of this Agreement, which shall remain in force and effect. Assignment. No party to this Agreement may assign or otherwise transfer any of its interest in this Agreement without the express written consent of the other party. Immunity. It is expressly understood and agreed that in the execution of this Agreement, that the parties, either individually or jointly, do not waive, nor shall they be deemed to waive, any immunity o r defense that would otherwise be available to each against claims arising in the exercise of its powers or functions. Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the Entity in any fiscal period for any payments due hereunder Entity will notify NCTCOG of such o ccurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the Entity of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. Force Maieure. The Entity and NCTCOG shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or o mission n performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. Certification. The undersigned are properly authorized to execute this Agreement on behalf of the parties, and each party certifies to the other that any necessary resolutions extending such authority have been fully passed and are now in full force and effect. 8/7/2013 V. AFFIDAVIT OF PROHIBITED INTLREST NCTCOG acknowledges and represents it is aware of the laws, City Charter, and City Code of Conduct regarding prohibited interests and that the existence of a prohibited interest at any time will render this Agreement null and void. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below. NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS _442.4:72A Mike Eastland Executive Director 616 Six Flags Drive, Suite 200 Arlington, Texas 76011 CITY OF FORT WORTH Signature) Name: a anntant city mutant Title: Street Address: City, State, Zip: Susan Essig Attested by: r%j -9 //- MaiyJ.Secreta 8/7/2013 Date It 1 3 Date APPROVED AS TO FORM: APPROWO AS FORM a�egh . Water Seri r Assistant City Atog Date . iov `d: 1.a-( C lifl©fl/T, 1, ; lll\i' \`.7812I0 <<A U i t rVA.,12 l' ` 1 !? `. l l ! 1 1"uoVJ'h8huVVt!gtO, ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned authority, on this day personally appeared Mike Eastland known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the above for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN under my hand and seal of office this the Merrily Ann Carey My Commission Expires aQ 08/10/2015 STATE OF TEXAS COUNTY OF TARRANT 7(day of 20d. Vt/WC-4 Oa) otary ublic in gd for the State of Texa ACKNOWLEDGMENT BEFORE ME, the undersigned authority, on this day personally appeared , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of the the purposes and consideration therein expressed and in the capacity therein stated. GIVEN under my hand and seal of office this the day of , 20 Notary Public in and for the State of Texas 8/7/2013 N ame: Title: Department O rganization: Street Address: City, State, Zip P hone/Fax: E-mail: APPENDIX A NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS MAIN CONTACT Shelley Broyles GIS Project Coordinator Research and Information Services NCTCOG 616 Six Flags Drive, Suite 200 Arlington, Texas 76011 (817) 695-9156 sbroyles@nctcog.org (817) 640-4428 ADDITIONAL CONTACT Mick Maguire Chief Technology Officer Research and Information Services NCTCOG 616 Six Flags Drive, Suite 200 Arlington, Texas 76011 (817) 704-2519 (817) 640-4428 mmaguire@nctcog.org 8/7/2013 M&C i';;view • ITY, 4vNCIL ' G NPA_ i COUNCIL ACTION: Approved on 9/17/2013 DATE: CODE: SUBJECT: 9/17/2013 REFERENCE **C-26430 LOG 04COUNCIL OF GOVERNMENTS NO.: NAME: 2013 AERIAL PHOTOGRAPHY C TYPE: CONSENT PUBLIC NO HEARING: Authorize Execution of a Licensing Agreement and Purchase of Digital Data for Updated Digital Aerial Photography with North Central Texas Council of Governments for a Total Amount Not to Exceed $76,635 50 for the Information Technology Solutions Department (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of a Licensing Agreement and the purchase of digital data to provide updated digital aerial photography with the North Central Texas Council of Governments for a total amount not to exceed $76,635.50 for the Information Technology Solutions Department DISCUSSION: The proposed License Agreement allows the City to maintain an effective Geographic Information System (GIS) which supports numerous City functions. The existing aerial photography was taken in 2011 and is currently two years old. The Information Technology Solutions Department periodically updates City base maps and due to the high precision, aerial photography is often used. The updated digital aerial photography effort for North Texas has been coordinated for several years by North Central Texas Council of Governments (NCTCOG). NCTCOG is responsible for the procurement effort to obtain a certified vendor to complete the aerial photography, while local governments are responsible for their share of the cost of the project based on the area each entity wants to have photographed. Since the City continues to grow, it needs to photograph it's incorporated city limits and extraterritorial jurisdiction. The Licensing Agreement grants the City of Fort Worth the authority to use the data for its internal operations and general furtherance of it's mission The City will own all original works of authorship using this data that it may independently create. The cost of the Licensing Agreement for 2013 and 2014 is approximately in the amount of $53,254 12 and the Agreement allows for payment over two years. The finished product of the aerial photography is a digital GIS file presenting a layer of tree cover and building footprints. The digital data will be loaded into the Enterprise Geographic Database for use with current GIS software. City departments such as Planning and Development may access this information as necessary The cost for this digital data is in the amount of $23,381.38 which will be paid upon delivery and invoice. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current FOR V URTI1 MI1111111 hi http://apps.cfwnet.org/council_packeumc review.asp9ID=18778&councildate=9/17/2013[9/19/2013 12:20:22 PM] •�( M&C i\„v cw operating budget, as appropriated, of the Information Systems Fund. TO Fund/Account/Centers FROM Fund/Account/Centers PI68 539120 0045050 176.635.50, Submitted for Citv Manager's Office by: Susan Alanis (8180) Originating Department Head: Peter Anderson (8781) Additional Information Contact: Mark DeBoer (8598) ATTACHMENTS http://apps.efwnet.org/council_packet/mc_review.asp?ID=18778&councildate=9/17/2013[9/19/2013 12:20:22 PM]