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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. 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