2013-306ORDINANCE NO. 2� 13-306
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A
COOPERATIVE PURCHASING PROGRAM AGREEMENT WITH THE NORTH CENTRAL
TEXAS COUNCIL OF GOVERNMENTS (NCTCOG) UNDER SECTION 791,001 OF THE
STATE OF TEXAS GOVERNMENT CODE, AND TO AUTHORIZE THE CITY OF
DENTON TO PARTICIPATE IN THE NCTCOG COOPERATIVE DATA PROGRAM;
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN
EFFECTIVE DATE (FILE 5355-COOPERATIVE PROGR.AM AGREEMENT WITH THE
NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS FOR COOPERATIVE DATA
PROGRAM (CDP)1N THE AMOUNT OF $6,000).
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager or his designee is hereby authorized to execute the
Cooperative Data Program Public Entity Participation Agreement with the North Central Texas
Council of Governments (NCTCOG) under Section 791.001 of the Texas Government Code, a
copy of which is attached hereto and incorporated by reference herein (the "Agreement").
SECI"JON 2. The City Manager or his designee is authorized to expend funds pursuant
to the Agreement for the purchase of various goods and services.
SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates
the authority to take any actions that may be required or permitted to be performed by the City of
Denton under File 5355 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval. �
PASSED AND APPROVED this the ��� day of _ �� �' 2013..
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MARK A. BU.�RROUC �,�,�MA ..... ........
YOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS
COOPERATIVE DATA PROGRAM PUBLIC ENTITY PARTICIPATION AGREEMENT
This Agreement ("Agreement") is made and entered into on the day of m� �0 2013,
between the North Central Texas Council of Governments ("NCTCOG"), and City of Denton, Texas,
("Participant"). The purpose of this Agreement is to outline the terms and conditions of Participant's
access to and participation in NCTCOG's Cooperative Data Program (CDP).
Whereas, NCTCOG collects, stores, maintains, updates, enhances, and conducts quality
control activities on data used individually by member governments and other entities across the
region for local and regional projects;
Whereas, NCTCOG's data collection, enhancement and dissemination efforts provides added
value to its member governments and the NCTCOG region in support of local and regional projects by
making available high quality, enhanced data through integrated tools;
Whereas, in the past, these data collection, enhancement, and dissemination efforts were
supported through a variety of state and federal grants; however, the funding from those sources has
either diminished or been eliminated;
Whereas, in order for NCTCOG to continue to provide the data collection, enhancement, and
dissemination available to member governments, additional funding sources are necessary;
Whereas, the Cooperative Data Program was developed as a mechanism to provide sufficient
funds for NCTCOG to continue to provide data collection, enhancement and dissemination to member
governments and other entities in support of local and regional projects;
Whereas, without funding through the Cooperative Data Program, NCTCOG's historical data
collection, enhancement, and dissemination efforts that the member governments and other entities
have come to rely on would cease to exist in its present form;
Whereas, Participant is desirous of participating in NCTCOG's Cooperative Data Program in
order to ensure NCTCOG has sufficient funding to continue to provide these value-added services to
the region and obtain access as a participant to high-quality, enhanced data through integrated tools
developed by NCTCOG.
Whereas, NCTCOG and Participant are local governmental entities pursuant to the Interlocal
Cooperation Act, Chapter 791 of the Texas Government Code, and as such may contract with one
another for the provision of governmental functions and services of mutual interest.
Now, therefore, NCTCOG and Participant agree as follows:
Article I.
Definitions
1. "Cooperative Data Program" or "CDP" means a user-supported system developed by
NCTCOG to facilitate efficient data collection, enhancement, and dissemination.
2. "NCTCOG Content" means data, GIS layers, reports, maps, and other informational items
developed or enhanced by NCTCOG.
3. "NCTCOG Software" means computer applications, interactive websites, online tools, and any
other electronic mechanism developed by NCTCOG to facilitate access to data.
North �Central Texas Council o�f ��������� ����� ����� ��•_._—
Governments age
Cooperative Data Program Participation Agreement
4. "Participant" means an organization that voluntarily joins the Cooperative Data Program.
5. "Participant's Authorized User" or "User" means an employee of or student at a participant
organization.
6. "Third-Party Content" means data, GIS layers, reports, maps, and other informational items
developed by an organization other than NCTCOG.
Article II.
Term
1. The term of this Agreement is from October 1, 2013 to September 30, 2014, unless terminated
as provided herein.
2. The term of this Agreement shall be automatically renewed for as many successive one year
periods upon payment of the applicable Participant Fee by Participant prior to the expiration of
the term of this Agreement, unless otherwise terminated under the provisions herein.
Article III.
Participant Fee
1. NCTCOG shall periodically publish a Schedule of Fees in advance of the upcoming Fiscal
Year for the CDP. The applicable Schedule of Fees is included as Attachment 1, which is
incorporated herein by reference.
2. The Schedule of Fees may be updated from time to time at NCTCOG's discretion. Any
increase or decrease in the applicable Participant Fee shall not become effective until the next
renewal period.
3. Participant is a City with 116,950 population and agrees to pay a Participant Fee of $6,000.00
to NCTCOG for participation in the CDP Program.
Population is determined by NCTCOG through NCTCOG's Annual Population Estimates
Program.
4. Any fees paid hereunder are non-refundable.
5. The performance of governmental functions or services under this Agreement are being paid
with current revenues available to the paying party.
Article IV.
Cooperative Data Program Elements
1. Upon payment of the applicable Participant Fee, Participant shall be granted access to CDP
Content and services as described herein through a web-based interface allowing Participant
and its Users to access the content remotely, including but not limited to the following data
elements:
North Cen��tral Texas Council of Govern�� � ���� ������—_� ������� ���� ���
ments Page 2
Cooperative Data Program Participation Agreement
a. GIS Data Clearinqhouse — website providing download of GIS files including census
geographies, city boundaries, major developments and features, ISD boundaries, and
land use.
b. Land Use — inventory of land based on use such as residential, commercial and
industrial.
c. Census Data — processed decennial census and American Community Survey data
including characteristics such as race, age, income, household type, and educational
attainment.
d. Develoqmer�t Monitorina — identification and tracking of developments with at least
80,000 square feet.
e. Population Estimates — annual, current-year population estimates for cities and
counties.
f. Housinq Estimates — annual, current-year estimates by unit type (single family, multi-
family, other) for cities.
g. Small-area Estimates — estimates of population and employment by industry sector
(goods producing, services providing, and retail) for census tracts, cities and counties.
h. Daytime Population — estimated number of people in a city during normal business
hours.
i. Technical Assistance — staff shall provide responses to inquiries related to NCTCOG
data by phone and email, subject to staffing and resource availability during regular
business hours.
2, NCTCOG shall periodically publish the Content, Services and Data available through the CDP,
which is subject to change at NCTCOG's discretion. Web-based access to the CDP is
subject to and may be limited or not available during periods of routine network maintena.nce
or Internet service disruptions not under the control of NCTCOG.
Article V.
Use of Data/Restricted Uses
Participant shall be granted a non-exclusive, non-transferable right to use the NCTCOG
Content and Software, and any Third-Party Content made available to NCTCOG for inclusion
in the CDP, for its own internal business purposes. Participant shall only use the NCTCOG
Software, NCTCOG Content, and Third-Party Content as incorporated into the CDP and may
not implement or use any NCTCOG Software, NCTCOG Content, or Third-Party Content after
expiration or termination of this Agreement. Participant agrees it shall not reproduce any
element of NCTCOG Software, Content or Third-Party Content except as may be expressly
provided in this Agreement.
2. Access to NCTCOG Software and Content is subject to the terms of this Agreement. Access
to Third-Party Content is subject to the terms and conditions of Third-Party providers, if
applicable.
3. Participant agrees to use Content, Services, and Data from the CDP only as authorized in this
Agreement, unless otherwise consented to in writing by NCTCOG or required by law.
4. Participant agrees that the following are unauthorized uses of the CDP and if used in such
manner shall constitute of breach of this Agreement:
a. Providing access to the CDP, directly or indirectly, to third parties in any manner
including but not limited to sublicensing, timesharing, and rental;
North Cen�tral Texas Cou .m.___ m.... .._..._...— ..�.�n� ...... �._— .. �.-._
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Cooperative Data Program Participation Agreement
b. Downloading CDP Content, Services and Data and distributing to third parties not
under contract with Participant;
c. Providing CDP Content, Services, and Data to consultants and/or contractors of
Participant without limiting such consultant and/or contractor's use of the CDP Content,
Services and Data solely for Participant's business purposes and return or destruction
of such Content, Services, and Data to Participant upon completion of such purposes
as stated in the Data Sharing Agreement provided in Attachment 2 and providing such
executed Agreement to NCTCOG;
d. Using the CDP in connection with any redistribution of the Content, Services, Data
and/or Software;
e. Downloading CDP Content, Services, and Data for distribution to non-CDP participants
through Participant's own website;
f. Enabling access to unauthorized users, including sharing of CDP login and password
information.
5. Participant shall include a credit reference to NCTCOG in any publications that make use of
the Content, Data and Services of the CDP in substantial conformity with the following:
"Content, Services, and Data from the North Central Texas Council of Governments'
Cooperative Data Program were used in the preparation of these materials."
6. Upon payment of the Participant Fee, Participant shall be granted web-based access to the
Content, Services, and Data of the CDP. Such access shall be protected through a
username/password, with User bearing responsibility of protecting access to the CDP through
selection of a complex password and safeguarding of the password.
7. Authorized Users of Participant (e.g., employees, students) shall be provided access upon
request to NCTCOG. User name authentication is at the Participant level, thus User must use
an email address assigned by Participant and not a personal email address, unless agreed to
otherwise by NCTCOG. NCTCOG shall not unreasonably withhold its approval of requests to
permit User access. NCTCOG shall require Participant's Users to acknowledge the limitations
of the CDP through the login process for web-based access.
Article VI.
Termination
NCTCOG reserves the right to terminate this Agreement and Participant's access to the CDP
only upon 30 days written notice of ParticipanYs failure to comply with the terms herein.
Participant shall have the opportunity to cure such failure to comply as specified in NCTCOG's
written notice. Termination will be effective only in the event Participant fails to cure such
failure to comply. In the event of termination, Participant shall not be entitled to a refund of
Participant Fees unless agreed otherwise in writing by NCTCOG.
2, NCTCOG reserves the right to immediately suspend access to the CDP of any of Participant's
Authorized Users, if NCTCOG reasonably believes that the Authorized User is violating the
terms of this Agreement or the Limitations of User outlined herein. NCTCOG shall provide
written notice to Participant of such suspension. Such User's access may be restored upon
mutual agreement between NCTCOG and Participant.
3, NCTCOG reserves the right to terminate this Agreement with no further obligation to
Participant in the event the CDP program is discontinued.
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North Central Texas Council of Governments �
Cooperative Data Program Participation Agreement
Article VII.
Warranties and Representations
The Content, Services, and Data provided throu.���1� t�� GI�I� �r'c� d�rwv�c� ��"�s�r'� ����"i�t� ��
public and private sector sources consider�d d���r�d�i���, b�t �i�� �����r���rtl ��w��A��'�������
and currency thereof are not guaranteed. ���1`CC�� p�`�v��d�� �I�� ��r�t���a ���"�'����, ���
Data °AS IS" without warranty of any kind, wheth�r �x�r'��� c�r rr1��ii��, i�C��p���dr�� i��Nt r��k N���"����c�
to warranties of inerchantability, non-infringement, and/or fitness for a particular purpose.
NCTCOG makes no warranty as to the accuracy, completeness, currency, reliability, or
suitability for any particular purpose of information or data contained in the NCTCOG
Software, Content, Services or Data.
2, NCTCOG, nor its officers, directors, employees, and/or agents, shall not assume any liability
associated with the use of the Content, Services or Data of the CDP by Participant, and
assume no responsibility to maintain such Content, Services or Data of the CDP in any
manner or form. Participant shall assume any and all liability associated with use of the
Content, Services or Data in the CDP.
Participant, by accessing the CDP, agrees to release NCTCOG, its officer, directors,
employees, and/or agents for any and all liability related to ParticipanYs use of the CDP
Content, Services, and Data. In no event, sh�ll NCTOCG, its officers, directors, employees
and/or agents be liable for any damages related to Participant's use of the CDP.
4. The CDP contains links to other websites. NCTCOG does not generate or check information,
data, or program material accessed through links in the CDP.
Article VII.
Miscellaneous
This Agreement shall be governed by and construed in accordance with the laws of the state
of Texas. The Parties agree that exclusive venue shall lie in Tarrant County, Texas.
2. Participant shall not assign any rights under this Agreement.
3. In the event that any provision of this Agreement is held to be invalid or unenforceable, the
remaining provisions of this Agreement will remain in full force and effect.
4. Each party acknowledges that it has read and understands this Agreement, and agrees to be
bound by its terms. This Agreement constitutes the complete agreement between the parties
and supersedes all previous agreements or representations, written or oral, with respect to
the CDP specified herein. This Agreement may not be modified or amended except in writing
signed by a duly-authorized representative of each party.
In the event either party is delayed or hindered in or prevented from the performance of any
act required hereunder by reason of a Force Majeure event, then perFormance of such act will
be excused for the period of such delay, provided however, that such party shall exert its
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North Central Te � Page 5
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Cooperative Data Program Participation Agreement
reasonable efforts to overcome such Force Majeure Event and to resume perFormance of its
obligations in a timely manner
6. Participant agrees and hereby authorizes NCTCOG reasonable access to records used to
validate usage of the software used in conjunction with this Agreement for purposes of
verifying Participant's compliance with this Agreement during the Term.
The Parties have executed this Agreement on the ��1 day of 2013.
NORTH CENTRAL TEXAS COUNCIL PARTICIPANT
OF GOVERNMENTS
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Mike Eastland
Executive Director
APPROVED AS �CO FOR�1:
CITY ATTORNEY
CITY OF DENTON, TE S
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Cooperative Data Program Participation Agreement
Attachment 1
Cooperative Data Program Annual Fee Schedule
Effective October 1, 2012
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500,000 & greater
100, 000 - 499, 999
50,000 -mm99,999
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$7,000
$6,000
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$500
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$3,000
$7, 500
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$1,000
$7,500
$7, 000
$4,000
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North Central Texas Council of Governments �
Cooperative Data Program Participation Agreement
Attachment 2
Cooperative Data Program Contractor Data Sharing Agreement
This Data Sharing Agreement is made and entered into on the _ _ day of _ ,
2013, between and (Contractor), to set out
the terms and conditions with respect to access to certain Content, Data, and Services in the North
Central Texas Council of Governments' (NCTCOG) Cooperative Data Program (CDP Program).
Whereas, NCTCOG and _ ___ ,(CDP Participant) have entered into an
Agreement related to Participant's access to Content, Data, and Services in NCTCOG's CDP
Program.
Whereas, the CDP Program Agreement prohibits Participants from providing CDP Content,
Services, and Data to consultants and/or contractors of Participant without limiting such consul�ant
and/or contractor's use of the CDP Content, Services and Data solely for Participant's business
purposes and requiring the return or destruction of such Content, Services, and Data to Participant
upon completion of such purposes through a Data Sharing Agreement.
Section 1. Contractor agrees that it is authorized to use NCTCOG's CDP Program Content,
Data and Services solely for the purpose of carrying out a specific project or objective of the CDP
Participant for which Contractor has been engaged by Participant to conduct. The CDP Content, Data
and Services data shall be used for purposes no greater than reasonably needed to achieve the
objectives of the CDP Participant.
Section 2. Contractor agrees to comply with the Article V. Uses of Data/Restricted Uses in
the CDP Agreement between Participant and NCTCOG.
Section 3. Contractor agrees to return all CDP Data back to Participant, or to destroy said
Data, after completion of the project. This Data may not be used for other projects unless written
permission is ob#ained from NCTCOG.
Section 4. Execution of this Agreement signifies that the Contractor agrees to and
acknowledges the restrictions of use for the CDP Program Content, Data and Services. Violation of
these terms and conditions herein may result in termination of the CDP Program Agreement between
NCTCOG and Participant.
CDP PARTICIPANT
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Authorized Represer��� ' .� �
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Signatur
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Phone Number
CONTRACTOR
Authorized Representative
Signature
Phone Number
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Email Address Email Address
North Central Texas Council of Governments
Cooperative Data Program Participation Agreement
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