R-2014-1844 - 10/9/2014 RESOLUTION NO. R-2014-1844
WHEREAS, Chapter 791 of the Texas Government Code, V.T.C.A., authorizes local
governments and agencies of the state to enter into agreements with one another to perform
governmental functions and services, and
WHEREAS, the City of Round Rock wishes to enter into an Interlocal Contract with the
Capital Area Council of Governments ("CAPCOG") regarding the 6-inch resolution orthoimagery,
Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City a Geospatial
Data Interlocal Contract for Geopmap 2015 Work Order 4784-9 Orthophoto with CAPCOG, a copy of
same being attached hereto as Exhibit"A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 9th day of October, 2014.
OP/
ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
r
SARA L. WHITE, City Clerk
0112.1404;00312250
EXHIBIT"
CAPITAL AREA COUNCIL OF GOVERNMENTS
GEOSPATIAL DATA INTERLOCAL CONTRACT FOR GEOMAP 2015 WORK
ORDER 4784-9 ORTHOPHOTO
Art. 1. Parties and Purpose
1.1. The Capital Area Council of Governments ("CAPCOG") is a regional planning
commission and political subdivision of the State of Texas organized and operating under the
Texas Regional Planning Act of 1965, as amended, chapter 391 of the Local Government Code.
1.2. The City of Round Rock is a local government that is seeking to obtain 6-inch
resolution orthoimagery.
1.3. CAPCOG has contracted with Fugro EarthData, Inc. ("FEDI")to provide these
services to the City of Round Rock. This contract is entered into between CAPCOG and the City
of Round Rock under chapter 791 of the Government Code so that the City of Round Rock can
contribute funding toward the development of 6-inch resolution orthoimagery being developed
jointly by the City of Round Rock, CAPCOG, and FEDI.
Art. 2. Goods and Services
2.1. CAPCOG agrees to furnish the City of Round Rock the orthoimagery according to
the delivery schedule described in Section 3.2 of this Agreement and in accordance with the
attached Exhibit A to this contract. The services will be performed by FEDI for the City of
Round Rock under its contract with CAPCOG.
Art. 3. Contract Price and Payment Terms
3.1. The City of Round Rock agrees to provide funding to CAPCOG under this contract,
solely from current revenues available to the City of Round Rock with a total value of not to
exceed$8,738.23. The total contract value includes a project management fee equal to 6%of the
price to be paid to FEDI under the particular work order executed to provide goods and services
for the City of Round Rock. In each invoice submitted for an installment payment under Section
3.2,CAPCOG agrees to invoice the City of Round Rock for the percentage of the project
management fee equal to the installment percentage due under Section 3.2.
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3.2. The City of Round Rock agrees to provide installment payments to CAPCOG
based on the Deliverable Schedule shown below:
• 30% upon acquisition complete
® 30% upon survey report and AT report delivery
e 30%upon initiation of online QA/QC ortho process
• 10%upon final acceptance
3.3. Invoices requesting payment along with attached documentation provided by
FEDI to CAPCOG that the deliverable milestones have been met, as per Art. 3.2, shall be
delivered to: The City of Round Rock: 221 E. Main Street, Round Rock,TX 78664 Attention:
Christian Collier, ITC-GIS.
3.4. The City of Round Rock agrees to pay the invoice within 30 days after it receives the
invoice, as required by the Prompt Payment Act, chapter 2251 of the Government Code.
3.5. CAPCOG agrees to provide funding and/or in-kind services to FEDI under its
Contract for the Capital Area Geospatial Base Map Project, as currently amended, with a total
value of not to exceed$8,738.23 in order to provide funding for performance of this contract.
Art. 4. Effective Date and Term of Contract
4.1. (a) Except as provided in paragraph(b), this contract takes effect on the date it is
signed on behalf of CAPCOG and it ends, unless sooner terminated under Art. 6 or 7,when the
total value of funding, as set out in Art. 3.1, has been furnished by the City of Round Rock,or on
September 30, 2015.
(b) Exhibit B,the Copyright License,takes effect on the date all geospatial data
products are delivered to CAPCOG and expires, unless sooner terminated under Sec. 6 of Exhibit
B,two years from that date.
Art. 5. Nondiscrimination and Equal Opportunity
5.1. CAPCOG and the City of Round Rock shall not exclude anyone from participating
under this contract, deny anyone benefits under this contract, or otherwise unlawfully
discriminate against anyone in carrying out this contract because of race, color, religion, national
origin, sex, age, disability, or veteran status.
Art. 6. Termination of Contract for Unavailability of Funds
6.1. The City of Round Rock acknowledges that CAPCOG is a governmental entity
without taxing power and agrees that CAPCOG may terminate this contract in whole or part if
CAPCOG learns that funds to pay for the goods or services will not be available at the time of
delivery or performance.
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6.2.CAPCOG terminates this contract for unavailability of funds by giving the City of
Round Rock notice of the termination, as soon as it learns of the funding unavailability, and
specifying the termination date,which may not be less than 15.calendar days from the notice
date. The contract terminates on the specified termination date.
Art. 7. Termination for Breach of Contract
7.1. (a) If the City of Round Rock or CAPCOG breaches a material provision of this
contract,the other may notify the breaching party describing the breach and demanding
corrective action. The breaching party has five business days from its receipt of the notice to
correct the breach, or to begin and continue with reasonable diligence and in good faith to correct
the breach. If the breach cannot be corrected within a reasonable time, despite the breaching
party's reasonable diligence and good faith effort to do so,the parties may agree to terminate the
contract or either party may invoke the dispute resolution process of Art. 8.
(b) If FEDI breaches its contract with CAPCOG, so that the orthoimagery contracted for
is not delivered to the City of Round Rock, CAPCOG may terminate this contract by giving the
City of Round Rock notice of the termination, as soon as it learns of the nondelivery, and
specifying the termination date, which may not be less than 15 calendar days from the notice
date.The contract terminates on the specified termination date.
7.2. Termination for breach under Art. 7.1 does not waive either party's claim for
damages resulting from the breach.
Art. 8. Dispute Resolution
8.1. The parties desire to resolve disputes arising under this contract without litigation, as
encouraged by chapter 2009, Government Code. Accordingly, if a dispute arises, the parties
agree to attempt in good faith to resolve the dispute between them. To this end, the parties agree
not to sue one another, except to enforce compliance with this Art. 8, toll the statute of
limitations, or seek an injunction, until they have exhausted the procedures set out in this Art. 8.
8.2.At the written request of either party, each party shall appoint one nonlawyer
representative to negotiate informally and in good faith to resolve any dispute arising under this
contract. The representatives appointed shall determine the location, format, frequency, and
duration of the negotiations.
8.3. If the representatives cannot resolve the dispute within 30 calendar days after the first
negotiation meeting,the parties agree to refer the dispute to the Dispute Resolution Center of
Austin for mediation in accordance with the Center's mediation procedures by a single mediator
assigned by the Center. Each party shall pay half the cost of the Center's mediation services.
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8.4. The parties agree to continue performing their duties under this contract, which are
unaffected by the dispute, during the negotiation and mediation process.
Art. 9. Notice to Parties
9.1.Notice to be effective under this contract must be in writing and received by the party
against whom it is to operate.Notice is received by a party: (1)when it is delivered to the party
personally; (2)on the date shown on the return receipt if mailed by registered or certified mail,
return receipt requested, to the party's address specified in Art. 9.2 and signed for on behalf of
the party; or(3)three business days after its deposit in the United States mail, with first-class
postage affixed, addressed to the party's address specified in Art. 9.2.
9.2. CAPCOG's address is 6800 Burleson Road, Building 310, Suite 165,Austin, TX
78744, Attention: Betty Voights, Executive Director. The City of Round Rock's address is: The
City of Round Rock Finance: 221 E. Main Street, Round Rock,TX 78664 Attention: Christian
Collier, ITC-GIS.
9.3. A party may change its address by providing notice of the change in accordance with
Art. 9.1.
Art. 10. Miscellaneous
10.1. Each individual signing this contract on behalf of a party warrants that he or she is
legally authorized to do so and that the party is legally authorized to perform the obligations
undertaken.
10.2. (a)This contract states the entire agreement of the parties, and an amendment to it
is not effective unless in writing and signed by all parties.
(b) The following Exhibits are part of this contract:
A. Work Order
B. Copyright License
10.4. This contract is binding on and inures to the benefit of the parties'successors in
interest.
10.5. This contract is executed in duplicate originals.
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the City of Round Rock,TEXAS CAPITAL AREA COUNCIL OF
GOVERNMENTS
By By
Betty Voights
Executive Director
Date Date
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EXHIBIT B
COPYRIGHT LICENSE
Sec. 1. Preamble
CAPCOG will own the copyright to all the geospatial data delivered by Fugro EarthData,
Inc. under this contract as the 2014 CAPCOG Geospatial Data the"Copyrighted Materials").
CAPCOG intends to register the copyright with the U.S. Copyright Office, and this Copyright
License(the"License") authorizes the City of Round Rock(the"Licensee") to use the
Copyrighted Materials under the terms and conditions set out below.
Sec. 2. Copyright Ownership
CAPCOG owns all right,title and interest in and to the Copyrighted Materials and
reserves all rights therein not expressly granted under this License. Except as provided in Sec. 3,
this License does not transfer to Licensee title to or any proprietary or intellectual property rights
in the Copyrighted Materials.
Sec. 3. Grant of License
3.1. CAPCOG grants Licensee a nonexclusive, nontransferable, royalty-free license to
reproduce, distribute, and use the Copyrighted Materials, as provided in Sec. 3.2, during the
term of this License.
3.2. Licensee may reproduce and distribute the Copyrighted Materials to and permit their
use only(1)by its elected officials and employees; and(2)by a third party in a contractual
relationship with Licensee insofar as use of the Copyrighted Materials is necessary to carry out
the requirements of the contract . Licensee may not reproduce or distribute to or permit use of the
Copyrighted Materials by any other third party.
Sec. 4. No Warranty.
CAPCOG MAKES NO WARRANTY,WHETHER EXPRESS OR IMPLIED,
REGARDING THE COPYRIGHTED MATERIALS LICENSED UNDER THIS LICENSE.
CAPCOG SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NONINFRINGEMENT WITH RESPECT TO THE COPYRIGHTED MATERIALS.
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Sec. S. Term of License
This License takes effect on the date all geospatial data products are delivered to
CAPCOG and expires, unless sooner terminated under Sec. 6,two years from that date. When
this License expires,the Copyrighted Materials revert to the public domain and may be freely
reproduced, distributed, and used by anyone
Sec. 6. Termination for Breach of License.
6.1. If Licensee or CAPCOG breaches a material provision of this License, the other may
notify the breaching party describing the breach and demanding corrective action. The breaching
party has five business days from its receipt of the notice to correct the breach, or to begin and
continue with reasonable diligence and in good faith to correct the breach. If the breach cannot
be corrected within a reasonable time, despite the breaching party's reasonable diligence and
good faith effort to do so,the parties may agree to terminate this License or, except as provided
in Sec. 6.2, either party may invoke Art. 8,the dispute resolution process, of the contract.
6.2. If Licensee breaches this License by allowing use of the Copyrighted Materials by a
third party in violation of Sec. 3.2, and the breach cannot be corrected under Sec. 6.1, CAPCOG
may terminate this License, without resort to the dispute resolution process, by giving Licensee
notice of the termination date, which may not be less than 10 calendar days from the notice date.
This License terminates on the specified termination date, and Licensee shall immediately ensure
removal of all Copyrighted Materials from the third party's computer hardware, including, but
not limited to,hard disks, SANs, RAIDs, PCs or any other form of electronic computer device,
and certify the removal to CAPCOG in writing.
6.3. Termination for breach under Sec. 6.1 or 6.2 does not waive either party's claim for
damages resulting from the breach.
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