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8676 - Interlocal Agreement Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance Docusign Envelope ID: A230F430-BD96-48FE-A0DD-FC59982CAB69 8676 Not Applicable IA Digital Spatial Data Cori Power DECEMBER 3, 2024 DECEMBER 3, 2029 24-2353 North 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 digital orthophotography and/or LiDAR and/or derivative data provided by the Spatial Data Cooperative Program (SDCP) 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, Entity represents and warrants that it is eligible to contract with NCTCOG under the act for the purposes recited herein and possesses adequate legal authority to enter into this Agreement. 7/9/2024 CITY OF DENTON City of Denton Docusign Envelope ID: A230F430-BD96-48FE-A0DD-FC59982CAB69 NOW, THEREFORE, the parties, Entity and NCTCOG, agree to the following terms and conditions regarding the creation of digital aerial photography and/or LiDAR and/or derivative products. I. LICENSING AND OBLIGATIONS All SDCP product licensing and obligations can be found in Attachment A of this document. II. PERFORMANCE PERIOD AND TERMINATION This Agreement shall be effective upon the date of last signature of the Parties and remain in full force and effect for five (5) years. NCTCOG or Entity may terminate this Agreement at any time upon thirty (30) days written notice to the other Party. Entity shall remain liable for payment for any costs and expenses incurred by NCTCOG occurring up to the effective date of termination. III. MISCELLANEOUS Entirety of Agreement. The terms and provisions of this Agreement and any attachments/addendums constitute the entire agreement of the undersigned parties and supersede any and all oral and written agreements between the parties relating to matters herein. Amendment. This Agreement may be amended only by a written amendment executed by both parties. NCTCOG reserves the right from time to time to make changes in the scope of products and services offered hereunder. 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. Disputes. The parties to this Agreement agree to the extent possible and not in contravention of any applicable State or federal law or procedure established for dispute resolution, to attempt to resolve any dispute between them regarding this Agreement informally through voluntary mediation or any other local dispute mediation process before resorting to litigation. 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. 7/9/2024 Docusign Envelope ID: A230F430-BD96-48FE-A0DD-FC59982CAB69 7/9/2024 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, pandemic, 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. Docusign Envelope ID: A230F430-BD96-48FE-A0DD-FC59982CAB69 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below. NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS _______________________________________________ Mike Eastland Date Executive Director ____________________________________ (Entity) Date First Signature Name: Title: Email: Date APPROVED AS TO LEGAL FORM: Name: Mack Reinwand Title: City Attorney Email: Date Third Signature (optional) Name: Title: Email: 7/9/2024 ATTEST: LAUREN THODEN, CITY SECRETARY BY: ______________________ CITY OF DENTON Docusign Envelope ID: A230F430-BD96-48FE-A0DD-FC59982CAB69 11/1/2024 11/4/2024 Chief Technology Officer Leisha.Meine@cityofdenton.com Leisha Meine 11/4/2024 12/03/2024 City Manager Sara Hensley ATTACHMENT A SDCP 2025 PRODUCT LICENSING AND 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 Oblique Photography: LiDAR 0.35M Single Photon Total Aerial & LiDAR Derivative Product Amount 1’ Contours (no breaklines) 2’ Contours (no breaklines) 1’ Contours (hydrology & transportation breaklines) 2’ Contours (hydrology & transportation breaklines) 3D Stereo Planimetrics Change Detection Mapping Impervious Surface Landcover Enhanced 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 Geiger-Mode 44,256.06 12,352.48 0.00 24,809.00 81,417.54 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 $0.00 0.00 19,115.00 0.00 0.00 0.00 0.00 0.00 0.00 1,491.00 0.00 0.00 1,119.00 745.00 4 Docusign Envelope ID: A230F430-BD96-48FE-A0DD-FC59982CAB69 Swimming pools Sidewalk centerlines Sidewalk edges Tree canopy Unpaved road edges Total SDCP 2025 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). 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. 7/9/2024 0.00 1,864.00 0.00 0.00 0.00 $24,334.00 $105,751.54 4 FY 2024-25 Docusign Envelope ID: A230F430-BD96-48FE-A0DD-FC59982CAB69 9999 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 above. 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. Docusign Envelope ID: A230F430-BD96-48FE-A0DD-FC59982CAB69 APPENDIX A NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS MAIN CONTACT ADDITIONAL CONTACT Name: Shelley Broyles Donna Coggeshall Title: Program Manager Research Manager Department Research and Information Services Research and Information Services Organization: NCTCOG NCTCOG Street Address: 616 Six Flags Drive 616 Six Flags Drive City, State, Zip Arlington, Texas 76011 Arlington, Texas 76011 Phone 817-695-9156 817-695-9168 Email:sbroyles@nctcog.org dcoggeshall@nctcog.org MAIN CONTACT ADDITIONAL CONTACT Name: Title: Department Organization: Street Address: City, State, Zip Phone Email: 7/9/2024 Stephanie Padgett TS Administration Manager Technology Services City of Denton (940) 349-8199 stephanie.padgett@cityofdenton.comkevin.babcock@cityof denton.com 601 E Hickory St., Ste A 601 E Hickory St., Ste A Denton, TX 76205 Denton, TX 76205 CITY OF DENTON Kevin Babcock GIS Applications Supervisor Technology Services City of Denton (940) 349-8933 Docusign Envelope ID: A230F430-BD96-48FE-A0DD-FC59982CAB69 Certificate Of Completion Envelope Id: A230F430BD9648FEA0DDFC59982CAB69 Status: Completed Subject: Please DocuSign: City Council Contract 8676 NCTCOG Digital Spatial Data ILA Source Envelope: Document Pages: 9 Signatures: 5 Envelope Originator: Certificate Pages: 7 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 10/30/2024 3:29:01 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 10/30/2024 3:46:24 PM Viewed: 10/30/2024 3:49:04 PM Signed: 10/30/2024 3:49:22 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 10/30/2024 3:49:25 PM Viewed: 10/30/2024 4:18:08 PM Signed: 10/30/2024 4:18:18 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 10/30/2024 4:18:20 PM Viewed: 10/30/2024 9:48:11 PM Signed: 11/1/2024 1:03:21 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mike Eastland meastland@nctcog.org Executive Director north central texas council of governments Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 8.30.33.146 Sent: 11/1/2024 1:03:25 PM Resent: 11/1/2024 4:40:11 PM Viewed: 11/1/2024 4:41:59 PM Signed: 11/4/2024 11:28:20 AM Electronic Record and Signature Disclosure: Accepted: 11/1/2024 1:21:09 PM ID: 9202a4ac-f302-4b9b-8b38-6709a120d9c8 Signer Events Signature Timestamp Leisha Meine Leisha.Meine@cityofdenton.com Chief Technology Officer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/4/2024 11:28:22 AM Viewed: 11/4/2024 12:30:17 PM Signed: 11/4/2024 12:30:48 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 11/4/2024 12:30:52 PM Viewed: 11/4/2024 12:58:26 PM Signed: 12/4/2024 9:13:48 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.190.47.120 Signed using mobile Sent: 12/4/2024 9:13:51 AM Viewed: 12/4/2024 9:20:08 AM Signed: 12/4/2024 9:20:14 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lauren Thoden lauren.thoden@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 12/4/2024 9:20:17 AM Viewed: 12/4/2024 4:55:11 PM Signed: 12/4/2024 4:55:36 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 10/30/2024 3:49:25 PM Viewed: 10/30/2024 6:50:42 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Shelley Broyles SBroyles@nctcog.org Security Level: Email, Account Authentication (None) Sent: 11/1/2024 1:03:23 PM Viewed: 11/1/2024 1:37:59 PM Electronic Record and Signature Disclosure: Accepted: 5/26/2021 1:15:18 PM ID: 70935197-5ebd-4117-b52b-dc5a5c5dee35 Tim Barbee tbarbee@nctcog.org Director of Research and Information Services/CIO Security Level: Email, Account Authentication (None) Sent: 11/1/2024 4:40:08 PM Viewed: 11/4/2024 6:23:48 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/4/2024 12:30:51 PM Viewed: 11/4/2024 12:31:36 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 12/4/2024 4:55:38 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Stephanie Padgett Stephanie.Padgett@cityofdenton.com TS Administration Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 12/4/2024 4:55:40 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/30/2024 3:46:24 PM Envelope Updated Security Checked 11/1/2024 4:40:07 PM Envelope Updated Security Checked 11/1/2024 4:40:07 PM Envelope Updated Security Checked 11/1/2024 4:40:07 PM Envelope Updated Security Checked 11/1/2024 4:40:07 PM Envelope Updated Security Checked 11/1/2024 4:40:08 PM Envelope Updated Security Checked 11/1/2024 4:40:08 PM Envelope Updated Security Checked 11/1/2024 4:40:08 PM Envelope Updated Security Checked 11/1/2024 4:40:08 PM Envelope Updated Security Checked 11/1/2024 4:40:08 PM Envelope Updated Security Checked 11/1/2024 4:40:08 PM Certified Delivered Security Checked 12/4/2024 4:55:11 PM Signing Complete Security Checked 12/4/2024 4:55:36 PM Envelope Summary Events Status Timestamps Completed Security Checked 12/4/2024 4:55:40 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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