R-13-10-24-F7 - 10/24/2013RESOLUTION NO. R -13-10-24-F7
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 2013 Work Order 4665-1 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 24th day of October, 2013.
ATTEST:
tikavatt
SARA L. WHITE, City Clerk
0112.1304; 00284563
Oryi/t.
ALAN MCGRAW, Mayor
City of Round Rock, Texas
EXHIBIT
„/A„
CAPITAL AREA COUNCIL OF GOVERNMENTS
GEOSPATIAL DATA INTERLOCAL CONTRACT FOR GEOMAP 2013 WORK
ORDER 4665-1
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, Texas is a local govermnent 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 $10,262.51. 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 Round Rock for the percentage of the
project management fee equal to the installment percentage due under Section 3.2.
GEOMAP 2014 GEOSPATIAL DATA
ROUND ROCK INTERLOCAL CONTRACT Page 1 of 8
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
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: City of Round Rock, Finance Department, 221 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 FEDI under its
Contract for the Capital Area Geospatial Base Map Project, as currently amended, with a total
value of not to exceed $9,681.61 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, 2014, whichever comes first.
(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 ofExhibit
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.
GEOMAP 2014 GEOSPATIAL DATA
ROUND ROCK INTERLOCAL CONTRACT Page 2 of 8
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.
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.
GEOMAP 2014 GEOSPATIAL DATA
ROUND ROCK INTERLOCAL CONTRACT Page 3 of 8
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 it 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 City
of Round Rock, 231 E Main St, Round Rock, TX 78664, Attention: Alan McGraw, Mayor.
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.
GEOMAP 2014 GEOSPATIAL DATA
ROUND ROCK INTERLOCAL CONTRACT Page 4 of 8
CITY OF ROUND ROCK, TEXAS CAPITAL AREA COUNCIL OF
GOVERNMENTS
By By
Alan McGraw
Mayor
Date
Betty Voights
cutive Director
GEOMAP 2014 GEOSPATIAL DATA
ROUND ROCK INTERLOCAL CONTRACT Page 5 of 8
EXHIBIT A
GEOMAP 2013 WORK ORDER 4665-1
When signed on behalf of CAPCOG, this Work Order authorizes FEDI 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 FEDI the firm fixed price of $9,681.61 for the goods and services
provided under the Scope of Work.
This Work Order is subject to all of the tenns and conditions of the Contract for the
Capital Area Geospatial Base Map Project, as currently amended, between CAPCOG and
FEDI.
Scope of Work
Acquisition of6-inch Orthophotos for 97 square miles (Q4 tiles), totaling $10,262.51 or $105.80
per unit tile. Further details of the overall Scope of Work and Work Order are provided as
exhibits to the contract between CAPCOG and FEDI, which are available upon request.
MAP
(SEE ATTACHMENT TO THIS EXHIBIT A)
GEOMAP 2014 GEOSPATIAL DATA
ROUND ROCK INTERLOCAL CONTRACT Page 6 of 8
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EXHIBIT B
COPYRIGHT LICENSE
See. 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.
Sec. 5. 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
GEOMAP 2014 GEOSPATIAL DATA
ROUND ROCK INTERLOCAL CONTRACT Page 7 of 8
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.
GEOMAP 2014 GEOSPATIAL DATA
ROUND ROCK INTERLOCAL CONTRACT Page 8 of 8
ROUND ROCK. TEXAS
PURN4-PISMO PROSPERITY
City of Round Rock
Agenda Item Summary
Agenda Number: F.7
Title: Consider a resolution authorizing the Mayor to execute an Interlocal
Agreement with the Capital Area Council of Governments for Geospatial
Data.
Type: Resolution
Governing Body: City Council
Agenda Date: 10/24/2013
Dept Director: Brooks Bennett, Chief Information Officer
Cost: $10,262.51
Indexes: General Fund
Attachments: Resolution, Exhibit A
Text of Legislative File 13-838
This is an Inter -local agreement with CAPCOG to provide the City with 6" resolution aerial
imagery for the area covered by the City of Round Rock and its ETJ. This imagery is
valuable to Engineering, Transportation, Utilities, PARD and other City departments and is
used by our GIS and Permitting systems. It is also available to contractors and our citizens
through our CityView online mapping tool. The City has been contracting for this imagery
on a yearly basis since 2010 and has been purchasing it from CAPCOG since 2003. The
total cost is $10,262,51.
Cost: $10,262.51
Source of Funds: General Fund
Staff Recommends Approval
City of Round Rock Page 1 Printed on 10/18/2013
CAPITAL AREA COUNCIL OF GOVERNMENTS
GEOSPATIAL DATA INTERLOCAL CONTRACT FOR GEOMAP 2013 WORK
ORDER 4665-1
Art. 1. Parties and Purpose
1.1. The Capital Area Council of Goverunents ("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, Texas 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 $10,262.51. 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 Round Rock for the percentage of the
project management fee equal to the installment percentage due under Section 3.2.
GEOMAP 2014 GEOSPATIAL DATA
ROUND ROCK INTERLOCAL CONTRACT Page 1 of 8
t-.i-
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
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: City of Round Rock,Finance Department, 221 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 FEDI under its
Contract for the Capital Area Geospatial Base Map Project, as currently amended,with a total
value of not to exceed$9,681.61 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, 2014, whichever comes first.
(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.
GEOMAP 2014 GEOSPATIAL DATA
ROUND ROCK INTERLOCAL CONTRACT Page 2 of 8
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.
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.
GEOMAP 2014 GEOSPATIAL DATA
ROUND ROCK INTERLOCAL CONTRACT Page 3 of 8
•
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 City
of Round Rock, 231 E Main St, Round Rock, TX 78664, Attention: Alan McGraw, Mayor.
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.
GEOMAP 2014 GEOSPATIAL DATA
ROUND ROCK INTERLOCAL CONTRACT Page 4 of 8
CITY OF ROUND ROCK, TEXAS CAPITAL AREA COUNCIL OF
GOVERNMENTS
By OM By bail llI/ •
Alan McGraw Betty Voights
Mayor m' zh -cutive Director 'kh; �.,
,114
Date P.2,4-
GEOMAP 2014 GEOSPATIAL DATA
ROUND ROCK INTERLOCAL CONTRACT Page 5 of 8
EXHIBIT A
GEOMAP 2013 WORK ORDER 4665-1
When signed on behalf of CAPCOG, this Work Order authorizes FEDI 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 FEDI the firm fixed price of$9,681.61 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
FEDI.
Scope of Work
Acquisition of 6-inch Orthophotos for 97 square miles (Q4 tiles), totaling$10,262.51 or$105.80
per unit tile. Further details of the overall Scope of Work and Work Order are provided as
exhibits to the contract between CAPCOG and FEDI,which are available upon request.
MAP
(SEE ATTACHMENT TO THIS EXHIBIT A)
GEOMAP 2014 GEOSPATIAL DATA
ROUND ROCK INTERLOCAL CONTRACT Page 6 of 8
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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.
Sec. 5. 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
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ROUND ROCK INTERLOCAL CONTRACT Page 7 of 8
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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