HomeMy WebLinkAboutRES NO 178-97RESOLUTION NO. ]- 7 8 - 9 ?
A RESOLUTION AUTHORIZING CITY STAFF
TO NEGOTIATE AND REQUISITE CITY
OFFICIALS TO EXECUTE STANDARD
AGREEMENTS FOR SALE OF CITY
GEOGRAPHIC INFORMATION SYSTEMS
DATABASE OR PORTIONS THEREOF.
WHEREAS,
Information System
WHEREAS,
the City of Bakersfield is the owner and developer of a Geographic
(GIS) database; and
the GIS database provides a common base for mapping City of
Bakersfield information that reduces the duplication of labor for producing maps and
analysis of geographic data; and
WHEREAS, requests have been received from various governmental and
commercial agencies and the general public to purchase copies of the GIS database or
portions of it; and
WHEREAS, CITY desires to sell copies of all or part of the GIS database to such
various agencies or individuals; and
WHEREAS, compensation for the purchase of the entire GIS database or portions
of it can be by cash or by way of the purchaser supplying enhancements to the database;
and
WHEREAS, Staff has computed the resale value of the GIS database or any portion
thereof to be $15.00 per square mile of roadway; and
WHEREAS, the GIS database currently consists of 400 square miles of roadway;
and
WHEREAS, data enhancements would consist of the purchasers adding information
to the GIS database and returning the enhanced version to City; and
WHEREAS, data enhancements will benefit the City by allowing acceleration of the
development of the GIS database by saving the City the time and effort of compiling and
entering the updated information, as well as making the GIS database more useful to the
City; and
WHEREAS, Staff anticipates that there will be routine and regular requests for
purchase of the GIS database or a portion thereof, and that a standard agreement can be
prepared which will address such purchase requests; and
WHEREAS, an example of said standard agreement is attached hereto as Exhibit
"A"; and
WHEREAS, overall authority to negotiate and execute the standard agreement with
the various purchasers would prevent the necessity of bringing each individual purchase
agreement to the City Council for approval.
NOW, THEREFORE, BE IT RESOLVED, by the Council of the City of Bakersfield
as follows:
1 ) The above recitals are true and correct.
2) City staff is authorized to negotiate and the requisite City officers are
authorized to execute all GIS database purchase agreements consistent with this
Resolution and the standard form agreement attached hereto as Exhibit "A".
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OR!C-
I HEREBY CERTIFY that the foregoing Resolution was passed and adopted by the
Council of the City of Bakersfield at a regular meeting thereof held on t10V ! 9 11~7 , by the
following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
COUNCILMEMBER CARSON, DEMOND, SMITH, MCDERMOTT, ROWLES, SULLIVAN, SALVAGGIO
COUNCILMEMBER
COUNCILMEMBER
COUNCILMEMBER
CITY CLERK and Ex Officio Cl~J~ of the
Council of the City of Bakersfield
APPROVED ~IOV 1 ~)
BOB PRICE
MAYOR of Bakersfield
APPROVED as to form:
JUDY K. SKOUSEN
City Attorney
/~ JANICE SCANLAN
Deputy City Attorney
S:~COUNCIL~RES~GISPURCH.AGR
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or~ GINA_
AGREEMENT NO.
AGREEMENT REGARDING GIS PRODUCT
THIS AGREEMENT is made and entered into on , by and
between the CITY OF BAKERSFIELD (hereinafter "CITY"), a municipal corporation and
California charter city, and (hereinafter" "). CITY
and shall sometimes hereinafter be referred to as the "Parties".
RECITALS
WHEREAS, CITY is the owner and developer of a certain Geographic Information
System database ("the Product"); and
WHEREAS, the Product provides a common base for mapping City of Bakersfield
information that reduces the duplication of labor for producing maps and analysis of
geographic data; and
WHEREAS,
to be used in
desires to purchase a copy of all or a part of the Product
's business or vocation; and
WHEREAS, CITY desires to sell a copy of all or a part of the Product for such
purpose(s).
NOW, THEREFORE, in consideration of the foregoing, the mutual promises,
covenants, conditions and agreements hereinafter set forth, and the other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
Parties agree as follows:
1. Definitions.
"Product" means the aspatial and spatial information contained within
the City of Bakersfield Geographic Information System residing in
CITY's Management Information Services ("MIS") Department.
"Value-Added Product" means the Product modified, enhanced and
corrected with information from non-CITY sources. The value being
added to the Product is
Page I of 5 Pages
;q!G!NAL
's Obligations.
shall purchase a copy of the Product for the sum of _
($ ), or shall purchase a copy
of a subset of the Product for the sum of
_ ($ ) for __ two-square mile area(s) payable upon
delivery of a copy of the Product to . The original
Product is and shall remain the property of CITY.
shall provide an estimated
($ ) worth of in-kind services in the form of labor, computer
processing, and consulting services, based on the Scope of In-Kind
Services set forth in Exhibit "A'~, attached hereto and incorporated
herein by reference. The in-kind services shall be used to create a
Value-Added Product. The in-kind services shall include
shall provide one (1) digital copy
of the Value-Added Product to CITY at no cost. Such copy shall be
in the same format in which the Product was originally supplied to_
· CITY shall have ownership of the Value-Added Product
as well as retaining ownership of the Product. The Value-Added
Product shall be provided to CITY no later than
days/weeks/months after receives the Product from
******(CHOOSE A, B OR BOTH)*******
shall be responsible for the payment of all taxes, if any,
imposed upon resulting from performance of this
Agreement.
In the event fails to comply with its obligations as
provided in this Section 2, or if this Agreement become null and void
for any reason, shall furnish CITY with written notice
certifying that the Product, and any related material provided to
.by CITY, including any copies thereof whether in whole or
in part, have been returned to CITY or destroyed.
3. ClTY's Obligations. CITY shall supply one copy of the Product requested
by in the format requested by , if possible. CITY has no duty
under this Agreement to supply with any changes or modifications made to
the Product, unless otherwise agreed to herein.
GIS PROOUCT AGREEMENT
S:~MIS~AGRS~GtSPROD.AGR--Octoi3e~ 16, 1997
Page 2 of 5 Pages
4. Warranties and Disclaimer of Warranties, CITY warranties that the
Product does not violate any copyrights or patents and CITY owns all rights, titles and
interests in the Product.
CITY makes no warranty, representation or guarantee regarding the accuracy of the
Product information. CITY shall not be responsible for any delay or failure of performance.
The Product is intended as an information base only, and is not intended to replace any
legal records. CITY accepts no responsibility for any conflict with actual legal records or
for information not transferred from legal records to the Product. CITY accepts no
responsibility for the use by or others of the Product. CITY provides no
warranty for the use of the Product by (or other parties who obtain the
information through ) or for services provided by CITY, other than as
explicitly stated in this Agreement. THE WARRANTIES SPECIFICALLY SET FORTH IN
THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE, AND SUCH OTHER WARRANTIES ARE HEREBY
EXCLUDED.
5. Indemnity. shall indemnify and hold harmless CITY, its
officers, agents and employees against any and all liability, claims, actions, causes of
action or demands whatsoever against them, or any of them, before administrative or
judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by _
__.'s use of the Product or CITY's services provided pursuant to this Agreement.
6. Notices. All notices relative to this Agreement shall be given in writing and
shall be personally served or sent by certified or registered mail and be effective upon
actual personal service or depositing in the United States mail. The parties shall be
addressed as follows, or at any other address designated by notice:
To CITY:
CITY OF BAKERSFIELD
1501 Truxtun Avenue
Bakersfield, California 93301
Attn: Juan Tobar
To
6.1 The person and the place to which notices are to be mailed may be
changed by either party by providing written notice of same to the other.
7. Assignment, Successors and Assigns. This Agreement shall not be
assigned by without prior written consent of CITY.
GiS PROO~JCT AGREEMENT
S:~NIIS~AGRS~ISPROD~GR--October 16, 1997
Page 3 of 5 Pages
8. Entire Agreement. This Agreement represents the full, complete and entire
agreement between the Parties with respect to the subject matter hereof, and the rights
and remedies of the Parties shall be solely and exclusively those herein contained, and
in lieu of any remedies otherwise available at law or in equity.
9. Waiver of Default. The failure of any party to enforce against another a
provision of this Agreement shall not constitute a waiver of that party's right to enforce
such a provision at a later time, and shall not serve to vary the terms of this Agreement.
10. Corporate Authority. Each individual executing this Agreement represents
and warrants they are duly authorized to execute and deliver this Agreement on behalf of
the corporation or organization, if any, named herein and this Agreement is binding upon
said corporation or organization in accordance with its terms.
11. Execution. This Agreement is effective upon execution. it ks the product of
negotiation and all parties are equally responsible for authorship of this Agreement.
Section 1654 of the California Civil Code shall not apply to the interpretation of this
Agreement.
12. Merger and Modification. All prior agreements between the parties are
incorporated in this Agreement which constitutes the entire agreement. Its terms are
intended by the parties as a final expression of their agreement with respect to such terms
as are included herein and may not be contradicted by evidence of any prior agreement
or contemporaneous oral agreement. The parties further intend this Agreement constitutes
the complete and exclusive statement of its terms and no extrinsic evidence whatsoever
may be introduced in any judicial or arbitration proceeding involving this Agreement. This
Agreement may be modified only in a writing approved by the Bakersfield City Council and
signed by all the parties.
13. Compliance with All Laws. shall, at 's sole
cost, comply with all of the requirements of municipal, state, and federal authorities now
in force, or which may hereafter be in force, pertaining to this Agreement, and shall
faithfully observe in all activities relating to or growing out of this Agreement all municipal
ordinances and state and federal statutes, rules or regulations now in force or which may
hereafter be in force. Any provision required to be included in this type of agreement by
federal or state law shall be deemed to be incorporated into this Agreement.
14. Exhibits. In the event of a conflict between the terms, conditions or
specifications set forth in this Agreement and those in exhibits attached hereto, the terms,
conditions, or specifications set forth in this Agreement shall prevail. All exhibits to which
reference is made in this Agreement are deemed incorporated in this Agreement, whether
or not actually attached.
GIS PROO~T AGREEMENT
$:~e~IIS~AGRS~ISPROD~GR--Octo~e~ 16, 1997
Page 4 of 5 Pages
15. Survival. All representations, warranties and indemnities contained in this
Agreement, including but not limited to the indemnity provisions in Paragraph 5, shall
survive the expiration or sooner termination or cancellation of this Agreement.
16. Forum. Any lawsuit pertaining to any matter arising under, or growing out
of, this Agreement shall be instituted in Kern County, California.
17. ~. All paragraph or section captions are for reference only and shall
not be considered in construing this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this License Agreement
to be executed, the day and year first-above written.
CITY OF BAKERSFIELD
By:
BOB PRICE, Mayor
APPROVED AS TO CONTENT:
By:
Title:
By:
DOLORES B. TEUBNER
Assistant City Manager
APPROVED AS TO FORM:
JUDY K. SKOUSEN
CityAttorney
By:
COUNTERSIGNED:
By:
GREGORY J. KLIMKO
Finance Director
GIS PRODUCT AGREEMENT
$:WIIS~A~GRS~ISPROD,AGR--October 16, 1997