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R-11-12-15-11D2 - 12/15/2011 RESOLUTION NO.R-11-12-15-11D2 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 an Orthoimagery Interlocal Contract for Geopmap 2012 Work Order 4511-14-RR 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 15th day of December, 2011. 1 r ` Al, MCGRAW, Mayor City of Round Rock, Texas ATTEST: SARA L. WHITE, City Secretary 0Awdox\SCC1ntS\0 1 12\1104\MUNICIPAL\00239123.D0C/rmc CAPITAL AREA COUNCIL OF GOVERNMENTS EXHIBIT «A„ „A» ORTHOIMAGERY INTERLOCAL CONTRACT FOR GEOMAP 2012 WORK ORDER 4511 -14 -RR 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 Texas local government that is seeking to obtain 6 -inch resolution orthoimagery. 1.3. CAPCOG has contracted with Sanborn Map Company, Inc. ("Sanborn") 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 Sanborn. Art. 2. Goods and Services 2.1. CAPCOG agrees to furnish the City of Round Rock the 6 -inch resolution orthoimagery according to the delivery schedule described in Section 3.2 of this Agreement and in accordance with the attached Exhibit (Work Order and Map) to this contract. The services will be performed by Sanborn 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 $13,955.76. The total contract value includes a project management fee of $789.95, which is equal to 6% the price to be paid Sanborn 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. 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 • 30% upon initiation of online QA/QC ortho process • 10% upon final acceptance GEOMAP 2012 ORTHOIMAGERY CITY OF ROUND ROCK INTERLOCAL CONTRACT Page 1 of 5 3.3. Invoices requesting payment along with attached documentation provided by Sanborn to CAPCOG that the Deliverable milestones have been met, as per Section 3.2, shall be delivered to: City ofRound Rock, 231 E Main St, Round Rock, TX 78664, Attention: Christian Collier, ITC - GIS Manager. 3.4. The City ofRound Rock agrees to pay the invoice within 30 days after it receives the invoice, as required by the Prompt Payment Act, chapter 2251 ofthe Government Code. 3.5. CAPCOG agrees to provide ftinding and/or in-kind services to Sanbom under its Contract for the Capital Area Geospatial Base Map Project, as currently amended, with a total value of not to exceed $13,165.81 in order to provide firnding for performance ofthis contract. Art. 4. Effective Date and Term of Contract 4.1. 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 paragraph 3.1, has been furnished by the City ofRound Rock, or on September 30, 2012, whichever comes first. Art. 5. Nondiscrimination and Equal Opportunity 5.1. CAPCOG and the City ofRound 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 ofrace, color, religion, national origin, sex, age, disability, handicap, or veteran status. Art. 6. Termination of Contract for Unavailabiity of Funds 6.1. City ofRound 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 ofdelivery or performance. 6.2. CAPCOG terminates this contract for unavailability of funds by giving the City of Round Rock noti� ofthe termination, as soon as it learns ofthe fiinding 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) Ifthe City ofRound Rock or CAPCOG breaches a material provision ofthis 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 ofthe notice to correct the breach, or to begin and continue with reasonable diligence and in good faith to correct GEOMAP 2012 ORTHOIMAGERY CITY OF ROUND ROCK INTERLOCAL CONTRACT Page 2 of 5 the breach. Ifthe 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 ofArt. 8. (b) If Sanborn breaches its contract with CAPCOG, so that the 6 -inch orthoimagery contracted for is not delivered to the City ofRound Rock, CAPCOG may terminate this contract by giving the City ofRound Rock notice ofthe termination, as soon as it learns ofthe 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. Accordingly, if a dispute arises, the parties agree to attempt in good faith to resolve the dispute between themselves. To this end, the parties agree not to sue one another, except to enforce compliance with this Art. 8, toll the statute oflimitations, 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 ofthe negotiations. 8.3. Ifthe representatives cannot resolve the dispute within 30 calenda.r days after the first negotiation meeting, the parties agree to refer the dispute to the Dispute Resolution Center of Round Rock for mediation in accordance with the Center's mediation procedures by a single mediator assigned by the Center. Each party shall pay halfthe cost ofthe Center's mediation services. 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 personafly; (2) on the date shown on the return re�ipt if mailed by registered or certified mail, return receipt requested, to the party's address specified in paragraph 8.2 and signed on behalfof 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. GEOMAP 2012 ORTHOIMAGERY CITYOF ROUND ROCK INTERLOCAL CONTRACT Page 3 of 5 9.2. CAPCOG's address is 6800 Burieson Road, Building 310, Suite 165, Austin, TX 78744, Attention: Betty Voights, Executive Director. The City ofRound Rock's address is: City ofRound Rock, 231 E Main St, Round Rock, TX 78664, Attention: Steve Norwood, City Manager. 9.3. A party may change its address by providing notice ofthe change in accordance with Art. 9.1. Art. 10. Miscellaneous 10.1. Each individual signing this contract on behalf ofa party warrants that he or she is legaily authorized to do so and that the party is legaily authorized to perform the obligations undertaken. 10.2. (a) This contract states the entire agreement ofthe parties, and an amendment to it is not effective unless in writing and signed by all parties. (b) The Exhibit is part ofthis contract. 10.4. This contract is binding on and inures to the benefit ofthe parties' successors in interest. 10.5. This contract is executed in duplicate originals. CITY OF ROUND ROCK. TEXAS CAPITAL AREA COUNCIL OF GOVERNMENTS By By Steve Norwood fr Betty Voights Ji±y.Ma1agef- Executive Director Date Date GEOMAP 2012 ORTHOIMAGERY CIT'( OF ROUND ROCK INTERLOCAL CONTRACT Page 4 of 5 Ex nwr CAPITAL AREA COUNCIL OF GOVERNMENTS GEOMAP 2012 WORK ORDER 4511-14-RR When signed on behalf of CAPCOG, this Work Order authorizes Sanborn to provide the goods and services described in the Scope of Work set out below in accordance with the timetable set out in the Scope of Work. CAPCOG agrees to pay Sanborn the firm fixed price of$13,165.81for the goods and services provided under the Scope of Work. This Work Order is subject to all of the terms and conditions of the Contract for the Capital Area Geospatial Base Map Project, as currently amended, between CAPCOG and Sanborn. SCOPE OF WORK Acquisition of 6" Orthophotos for 97 square miles(Q4 tiles), totaling $13,955.76, or$143.87 per unit tile. Further details of the overall Scope of Work and Work Order are provided as exhibits to the contract between CAPCOG and Sanborn, which are available upon request. MAP (SEE ATTACHMENT) THE SANBORN MAP CAPITAL AREA COUNCIL OF COMPANY, INC. GOVERNMENTS By BY John Copple Betty Voights Chief Executive Officer Executive Director Date Date GEOMAP 2012 ORTHOIMAGERY CITY OF ROUND ROCK INTERLOCAL CONTRACT Page 5 of 5 LEANDER NS 1� LEANDDE r :�, - -. fir/ :� -:•� r c ' RO ND RO Ki- AUSTIN CM wage. • wawa. .ueu� JOLLYVILLE wu.uv�•t����,p `� ,�i���I cy��♦Vr1 ''�ROUNDROCK,TExAs City Council Agenda Summary Sheet 11 PUffl .Passion MW Agenda Item No. *11D2. Consider a resolution authorizing the Mayor to execute "Orthoimagery Interlocal Contract Agenda Caption: for GeoMap 2012 Work Order 4511-14-RR." Meeting Date: December 15,2011 Department: Administration/Information Technology Staff Person making presentation: Chris Collier GIS Manager Item Summary: Inter-local agreement with CAPCOG to provide the City with Ortho-rectified aerial imagery of the area encompassed by the Round Rock City Limits and ETJ. Cost: $13,165,81 Source of Funds: General Fund Date of Public Hearing(if required): N/A Recommended Action: Approval EXECUTED DOCUMENTS FOLLOW CAPITAL AREA COUNCIL OF GOVERNMENTS ORTHOIMAGERY INTERLOCAL CONTRACT FOR GEOMAP 2012 WORK ORDER 4511-14-RR 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 Texas local government that is seeking to obtain 6-inch resolution orthoimagery. 1.3. CAPCOG has contracted with Sanborn Map Company, Inc. ("Sanborn")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 Sanborn. Art. 2. Goods and Services 2.1. CAPCOG agrees to furnish the City of Round Rock the 6-inch resolution orthoimagery according to the delivery schedule described in Section 3.2 of this Agreement and in accordance with the attached Exhibit (Work Order and Map)to this contract. The services will be performed by Sanborn 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 $13,955.76. The total contract value includes a project management fee of$789.95, which is equal to 6%the price to be paid Sanborn 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. 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 • 30%upon initiation of online QA/QC ortho process • 10%upon final acceptance GEOMAP 2012 ORTHOIMAGERY CITY OF ROUND ROCK INTERLOCAL CONTRACT Page 1 of 5 'gill�E2,4 V'iEI'C* 3.3. Invoices requesting payment along with attached documentation provided by Sanborn to CAPCOG that the Deliverable milestones have been met, as per Section 3.2, shall be delivered to: City of Round Rock, 231 E Main St, Round Rock, TX 78664, Attention: Christian Collier, ITC - GIS Manager. 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 Sanborn under its Contract for the Capital Area Geospatial Base Map Project, as currently amended, with a total value of not to exceed $13,165.81 in order to provide funding for performance of this contract. Art. 4. Effective Date and Term of Contract 4.1. 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 paragraph 3.1, has been furnished by the City of Round Rock, or on September 30, 2012, whichever comes first. 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, handicap, or veteran status. Art. 6. Termination of Contract for Unavailability of Funds 6.1. 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. 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 GEOMAP 2012 ORTHOIMAGERY CITY OF ROUND ROCK INTERLOCAL CONTRACT Page 2 of 5 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 Sanborn breaches its contract with CAPCOG, so that the 6-inch 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. Accordingly, if a dispute arises, the parties agree to attempt in good faith to resolve the dispute between themselves. 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 parry 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 Round Rock 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. 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 parry's address specified in paragraph 8.2 and signed 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 An. 9.2. GEOMAP 2012 ORTHOIMAGERY CITY OF ROUND ROCK INTERLOCAL CONTRACT Page 3 of 5 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: City of Round Rock, 231 E Main St, Round Rock, TX 78664, Attention: Steve Norwood, City Manager. 9.3. A parry 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 parry 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 Exhibit is part of this contract. 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. CITY OF ROUND ROCK, TEXAS CAPITAL AREA COUNCIL OF GOVERNMENTS By JIM BY6 r. * ;stm-'a Noin �� Betty Voights I L) V rit Y, Executive Dir or Date Date GEOMAP 2012 ORTHOIMAGERY CITY OF ROUND ROCK INTERLOCAL CONTRACT Page 4 of 5 ExmBrr CAPITAL AREA COUNCIL OF GOVERNMENTS GEOMAP 2012 WORK ORDER 4511-14-RR When signed on behalf of CAPCOG, this Work Order authorizes Sanborn to provide the goods and services described in the Scope of Work set out below in accordance with the timetable set out in the Scope of Work. CAPCOG agrees to pay Sanborn the firm fixed price of$13,165.81 for the goods and services provided under the Scope of Work. This Work Order is subject to all of the terms and conditions of the Contract for the Capital Area Geospatial Base Map Project, as currently amended, between CAPCOG and Sanborn. SCOPE OF WORK Acquisition of 6" Orthophotos for 97 square miles (Q4 tiles), totaling $13,955.76, or $143.87 per unit tile. Further details of the overall Scope of Work and Work Order are provided as exhibits to the contract between CAPCOG and Sanborn, which are available upon request. MAP (SEE ATTACHMENT) THE SANBORN MAP CAPITAL AREA COUNCIL OF COMPANY, INC. GOVERNMENTS By By John Copple Betty Voights Chief Executive Officer Executive Director Date Date GEOMAP 2012 ORTHOIMAGERY CITY OF ROUND ROCK INTERLOCAL CONTRACT Page 5 of 5 i - �► LEANDER NE laim! �- ,�► LEANDEF WE— dm ROU ND ROCK - ,'s , LM 1 �w• .none _.... _n■■■ �• soon...`._ son ■■■■■■■■■o.■s..e.■ k oomm lin::i ���1iae�I 1.�1�►�i�f a�r��1,••je,`r L - t