5930 ILA NCTCOG Digital Orthophotography 2017-18
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Contract Value
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 91ED8B13-69F2-4302-80E1-9565B66656CD
September 19, 2017
5930
$10,000
No
NCTCOG Interlocal Agreement for 2-D Planimetrics
File
Rebecca Hunter
N/A
2017-267
North Central Texas Council of Governments
INTERLOCAL AGREEMENT BETWEEN
THE NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS AND
CITY OF DENTON
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 City of Denton (Entity), wishes to have its map-based information system
include the 2017 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.
DocuSign Envelope ID: 91ED8B13-69F2-4302-80E1-9565B66656CD
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, 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
operation (the “Licensed Operating Environment”). Any software components of the
NCTCOG data product are provided in machine-readable executable format only.
(2) Authorized Users. Unless otherwise agreed in writing, the NCTCOG data product will be
used by Entity officials, officers, employees, and authorized contractors only (“Authorized
Users”). A contractor shall be deemed authorized to Use the data products by the Entity or
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
objectives 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.
9/8/2017
DocuSign Envelope ID: 91ED8B13-69F2-4302-80E1-9565B66656CD
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
Coverage Area: City of Denton
Square miles = 85
Product Amount
2017 Orthophotography $24,225.00
2017 0.5m LiDAR $ .00
2017 2’ Contours $ .00
2017 Impervious Surface Layer $ .00
2017 2-D Planimetrics $43,815.00
2017 3-D Planimetrics $ .00
2017 Cooperative Project Total $68,040.00
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
FY 2017-18
If a payment term has not been specified, please select FY 2017 or FY 2017-18
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 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.
9/8/2017
DocuSign Envelope ID: 91ED8B13-69F2-4302-80E1-9565B66656CD
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 Denton 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.
9/8/2017
DocuSign Envelope ID: 91ED8B13-69F2-4302-80E1-9565B66656CD
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
616 Six Flags Drive, Suite 200
Arlington, Texas 76011
City of Denton
Signature Date
Name:
Title:
Street Address:
City, State, Zip:
APPROVED AS TO FORM:
______________________________
9/8/2017
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:___________________________
DocuSign Envelope ID: 91ED8B13-69F2-4302-80E1-9565B66656CD
9/15/2017
215 E McKinney St
Denton, TX 76201
9/19/2017
Todd Hileman
City Manager
APPENDIX A
NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS
MAIN CONTACT ADDITIONAL CONTACT
Name: Shelley Broyles Todd Tanner
Title: GIS Project Coordinator Chief Technology Officer
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) 608-2357 (817) 640-4428
E-mail: sbroyles@nctcog.org ttanner@nctcog.org
9/8/2017
DocuSign Envelope ID: 91ED8B13-69F2-4302-80E1-9565B66656CD
Certificate Of Completion
Envelope Id: 91ED8B1369F2430280E19565B66656CD Status: Completed
Subject: City Council Docusign Item - 5930 2-D Planimetrics
Source Envelope:
Document Pages: 7 Signatures: 4 Envelope Originator:
Supplemental Document Pages: 0 Initials: 0 Julia Winkley
Certificate Pages: 6
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US &
Canada)
Payments: 0 julia.winkley@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
9/11/2017 11:38:12 AM
Holder: Julia Winkley
julia.winkley@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Julia Winkley
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 9/11/2017 11:55:55 AM
Viewed: 9/11/2017 11:56:24 AM
Signed: 9/11/2017 11:58:05 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mike Eastland
scecil@nctcog.org
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 208.87.239.180
Sent: 9/11/2017 11:58:07 AM
Resent: 9/13/2017 9:59:19 AM
Viewed: 9/12/2017 9:06:25 AM
Signed: 9/15/2017 10:54:56 AM
Electronic Record and Signature Disclosure:
Accepted: 9/13/2017 12:02:28 PM
ID: 6f07c488-cdf8-43a9-84c2-aca32281166e
Jennifer DeCurtis
jennifer.decurtis@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 9/15/2017 10:54:59 AM
Viewed: 9/15/2017 11:42:03 AM
Signed: 9/15/2017 11:42:09 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Julia Winkley
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 9/15/2017 11:42:11 AM
Viewed: 9/19/2017 2:02:17 PM
Signed: 9/19/2017 2:06:21 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signer Events Signature Timestamp
Todd Hileman
todd.hileman@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 47.190.47.120
Signed using mobile
Sent: 9/19/2017 2:06:24 PM
Viewed: 9/19/2017 5:27:28 PM
Signed: 9/19/2017 5:27:34 PM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 9:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Jennifer Walters
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 47.184.84.134
Sent: 9/19/2017 5:27:36 PM
Viewed: 9/20/2017 5:31:04 PM
Signed: 9/20/2017 5:32:22 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
Julia Winkley
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 9/15/2017 10:54:58 AM
Resent: 9/20/2017 5:32:28 PM
Viewed: 9/15/2017 11:06:34 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sherri Thurman
sherri.thurman@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 9/15/2017 10:54:58 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 9/19/2017 2:06:23 PM
Viewed: 9/20/2017 8:37:21 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Robin Fox
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 9/19/2017 2:06:23 PM
Electronic Record and Signature Disclosure:
Carbon Copy Events Status Timestamp
Not Offered via DocuSign
Jennifer Bridges
jennifer.bridges@cityofdenton.com
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 9/20/2017 5:32:24 PM
Viewed: 9/25/2017 10:55:29 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 9/20/2017 5:32:25 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Stephanie Padgett
Stephanie.Padgett@cityofdenton.com
TS Administrative Assistant
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 9/20/2017 5:32:26 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/20/2017 5:32:26 PM
Certified Delivered Security Checked 9/20/2017 5:32:26 PM
Signing Complete Security Checked 9/20/2017 5:32:26 PM
Completed Security Checked 9/20/2017 5:32:26 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. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM
Parties agreed to: Mike Eastland, Todd Hileman
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.