Contract - CAPCOG - 3/9/2017 CAPITAL AREA COUNCIL OF GOVERNMENTS AND CITY OF ROUND ROCK
GEOSPATIAL DATA INTERLOCAL CONTRACT FOR GEOMAP 2017
(ORTHOPHOTOS)WORK ORDER 2017-6-6
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. City of Round Rock is a local government that is seeking to obtain 6-inch resolution
orthoimagery.
1.3. CAPCOG has contracted with Fugro Geospatial, Inc. to provide these services to
City of Round Rock. This contract is entered into between CAPCOG and City of Round Rock
under chapter 791 of the Government Code so that City of Round Rock can contribute funding
toward the development of 6-inch resolution orthoimagery being developed jointly by City of
Round Rock, CAPCOG, and Fugro Geospatial.
Art.2. Goods and Services
2.1. CAPCOG agrees to furnish 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 Fugro Geospatial for City of
Round Rock under its contract with CAPCOG.
Art. 3. Contract Price and Payment Terms
3.1. City of Round Rock agrees to provide funding to CAPCOG under this contract,
solely from current revenues available to City of Round Rock with a total value of not to exceed
$8,329 24. The total contract value includes a project management fee of$471.47 which equal
to 6%of the price to be paid to Fugro Geospatial under the particular work order executed to
provide goods and services for City of Round Rock. In each invoice submitted for an installment
payment under Section 3.2, CAPCOG agrees to invoice 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. 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
Fugro Geospatial to CAPCOG that the deliverable milestones have been met, as per Art. 3.2,
shall be_delivered to: City of Round Rock,221 E. Main St.,Round Rock,Texas 78664,
Attention Brian Finger;
3.4. 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 Fugro Geospatial
under its Contract for the Capital Area Geospatial Base Map Project the amount due in
accordance with Exhibit A.
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 City of Round Rock, or on
December 31,2017.
(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 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. 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 City of
Round Rock notice of the termination, as soon as it learns of the fimding 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 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 Fugro Geospatial breaches its contract with CAPCOG, so that the orthoimagery
contracted for is not delivered to 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. City of Round Rock, 221 E.Main St.,
Round Rock,Texas_78664 Attention Brian Finger.:
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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City of Round Rock, TEXAS CAPITAL AREA COUNCIL OF
GOVERNMENTS
By By
AlanM_cGraw A A r Betty Voights
1 Maya-- Executive Direc or
Date ?j ' / • I Date 11 '
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EXHIBIT A
GEOMAP 2017,WORK ORDER 2017
When signed on behalf of CAPCOG,this Work Order authorizes Fugro Geospatial 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 Fugro Geospatial the firm fixed price of$7,857.77 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
Fugro Geospatial.
Scope of Work
Orthophoto acquisition is for 6" resolution covering 97 square miles, which includes some
overlap with neighboring project participants in a cost-sharing model. Further details of the
overall Scope of Work and Work Order are provided as exhibits to the contract between
CAPCOG and Fugro Geospatial, which are available upon request.
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EXHIBIT B
COPYRIGHT LICENSE
Sec. 1. Preamble
CAPCOG will own the copyright to all the geospatial data delivered by Fugro Geospatial,
Inc. under this contract as the GeoMap 2017 Data("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. 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
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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