7107 Contract Fully ExecutedNorth Central Texas Council of Governments
INTERLOCAL AGREEMENT BETWEEN
THE NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS AND
WHEREAS, the North Central Texas Council of Governments (NCTCOG) is a voluntary association of, by and for local governments and has an interest in providing information to its members to support planning, engineering, public safety, and municipal management activities; and,
WHEREAS, the (Entity), wishes to have its map-based information system include the 2019 digital orthophotography and/or LiDAR and/or derivative data 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; and,
WHEREAS, the Entity requires this information to accomplish this purpose and has
determined that NCTCOG can provide this information; and,
WHEREAS, this Agreement is authorized by Chapter 791 of the Texas Government Code; and,
WHEREAS, NCTCOG and Entity are local governments as that term is defined in Section 791.003(4) of the Texas Government Code; and,
WHEREAS, Section 791.025 of the Texas Government Code authorizes local governments to agree with another local government to purchase goods and services; and,
WHEREAS, a local government that purchases goods and services under Section 791.025 of the Texas Government Code satisfies the requirement of the local government to seek competitive bids for the purchase of goods and services; and,
WHEREAS, NCTCOG and Entity, acting by and through their respective governing bodies, adopt the foregoing premises as findings of said governing bodies.
NOW, THEREFORE, the parties, Entity and NCTCOG, agree to the following terms and conditions regarding the creation of digital aerial photography.
CITY OF DENTON
City of Denton
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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 ensure 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.
A.Licensed Operating Environment
(1)Operating Equipment. In exchange for monetary consideration listed in section II, the
Entity will be granted an exclusive operation license to install, store, load, execute, anddisplay (collectively, “Use”) the NCTCOG data product on as many local area networksand/or end-user workstations as the Entity reasonably needs in support of its ownoperation (the “Licensed Operating Environment”). Any software components of theNCTCOG data product are provided in machine-readable executable format only.
(2)Authorized Users. Unless otherwise agreed in writing, the NCTCOG data product will beused by Entity officials, officers, employees, and authorized contractors only (“AuthorizedUsers”). A contractor shall be deemed authorized to Use the data products by the Entity orNCTCOG 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 theobjectives of an actual project undertaken in connection with that relationship. Thecontractor 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 dataproduct in the Licensed Operating Environment for any use that furthers the Entity’sinternal 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 originalworks of authorship it may independently create. Digital output from the Entity’s Use of theNCTCOG Data Product may be resized as desired and printed on black and white, colorprinters, or map plotters. Such printed hardcopies may be distributed to the Entity’sofficers, employees, citizens, contractors, or other persons in the regular course of
business for their internal use or in connection with an actual transaction. Such printedoutput may be further copied, photographed, or reproduced digitally on the Internet. TheEntity may charge a fee for such hardcopy printouts that exceed the actual direct cost ofproduction. Without the prior written consent of NCTCOG, the Entity may not otherwiseprovide copied, digitized, reproduced, transmitted or disseminated, in whole or in part, anyof the original digital data product in any form.
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II. OBLIGATIONS
NCTCOG agrees to provide the Product(s) listed below for Entity’s use consistent with the terms herein. Upon delivery of the Product(s), NCTCOG shall invoice Entity in the amount(s) provided and Entity agrees to pay NCTCOG.
Remote Sensing Product Amount
3” Orthophotography
6” Orthophotography
6” Oblique Photography
LiDAR 0.5M Single Photon
Total
Aerial & LiDAR Derivative Product Amount
1’ Contours (no breaklines)
2’ Contours (no breaklines)
2’ Contours (hydrology breaklines)
1’ Contours (hydrology & transportation breaklines)
2’ Contours (hydrology & transportation breaklines)
3D Planimetrics
Change Detection Mapping
Impervious Surface
Landcover/Landuse
Solar Mapping Potential
Total
Aerial Derivative Product - 2D Planimetrics Amount
Discounted Bundle A – Building footprints, road edges, parking lots, bridges & sidewalk centerlines
Discounted Bundle B – Building footprints, road edges, parking lots, bridges & sidewalk edges
Building footprints
Bridges
Driveways
Fences
Lake edges
Parking lots
Pavement pads
Paved road centerlines
Paved road edges
Stream centerline
Stream edges
48,989.08
20,970.90
0.00
0.00
69,959.98
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
$0.00
0.00
0.00
16,758.00
0.00
0.00
0.00
0.00
4,189.50
4,189.50
0.00
0.00
6,982.50
8,379.00
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Swimming pools
Sidewalk centerlines
Sidewalk edges
Tree canopy
Unpaved road edges
Total
SDCP 2019 Project Total
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).
Invoice Date
Fiscal Year or After Delivery
Payment Years
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 has 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 shall reimburse NCTCOG for staff time billed to the project up to termination at a rate of $95.00/hour. Reimbursed amount shall not exceed the total project amount in Section II.
0.00
4,887.75
8,379.00
0.00
0.00
$53,765.25
$123,725.23
9999
4
FY 2019-20
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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.
Severability. 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 or defense that would otherwise be available to each against claims arising in the
exercise of its powers or functions.
Non-appropriation of Funds. Each party paying for the performance of governmental functions in
this Agreement must make those payments from current revenues available to the paying party. 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 occurrence 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 Majeure. 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 omission in 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.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below.
NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS
07/17/2018
Mike Eastland Date Executive Director 616 Six Flags Drive, Suite 200 Arlington, Texas 76011
Signature Date
Name: Title:
Street Address: City, State, Zip:
APPROVED AS TO FORM:
______________________________
CITY OF DENTON
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Denton, TX 76209
901B Texas Street Chief Technology Officer
Dep. City Attorney
7/17/2019
City Manager
Todd Hileman
City Secretary
7/17/2018
APPENDIX A NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS
MAIN CONTACT ADDITIONAL CONTACT
Name: Shelley Broyles Brian Lister
Title: GIS Project Coordinator Senior Research Data Analyst
Department Research and Information Services Research and Information Services
Organization: NCTCOG NCTCOG
Street Address: 616 Six Flags Drive, Suite 200 616 Six Flags Drive, Suite 200
City, State, Zip Arlington, Texas 76011 Arlington, Texas 76011
Phone/Fax: (817) 695-9156 (817) 640-4428 (817) 695-9153 (817) 640-4428
E-mail: sbroyles@nctcog.org blister@nctcog.org
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