HomeMy WebLinkAbout20110937.tiff RESOLUTION
RE: APPROVE CONTRACT FOR PROFESSIONAL SERVICES FOR CADASTRAL GIS
WORKFLOW AND MAINTENANCE SOLUTION AND AUTHORIZE CHAIR TO SIGN -
THE SIDWELL COMPANY
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Contract for Professional Services for
Cadastral GIS Workflow and Maintenance Solution between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Geographic Information Systems (GIS) Division, and The Sidwell Company, commencing
April 13, 2011, with further terms and conditions being as stated in said contract, and
WHEREAS, after review, the Board deems it advisable to approve said contract, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Contract for Professional Services for Cadastral GIS Workflow
and Maintenance Solution between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, on behalf of the Geographic Information
Systems (GIS) Division, and The Sidwell Company, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said contract.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 13th day of April, A.D., 2011.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
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rbaraKirkmeyer, hair
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MEMORANDUM
To: Barbara Kirkmeyer, Chair, Weld County Commissioners
From: Dan Huerter, GIS Coordinator
Date: April 11, 2011
Re: The Sidwell Company Contract
The contract between Weld County and The Sidwell Company will provide the Weld County Assessor and
GIS with a parcel workflow, database design, and software tools for maintaining parcels in an enterprise
geo-database. Funding for this project comes from the 2011 approved IT Governance Request AS-2011-3
titled"Redesign Parcel Creation Process" and GIS Professional Services/Consulting.
The current parcel maintenance process has been in place since 1998 and there are efficiencies to be gained
from modernizing our parcel workflow and tools. Our current parcel maintenance tools will no longer be
supported after the next major ESRI software release currently scheduled for 2012.
Chris Woodruff and I feel that the Sidwell solution best meets the objectives of streamlining the parcel
workflow, using geo-database parcel editing tools, and the possibility of integrating the parcel data with
the Assessor's CAMA system. Please feel free to contact me if you have any questions.
cc: Sean Conway, Pro-Tem, Weld County Commissioner
William F. Garcia, Weld County Commissioner
David E. Long, Weld County Commissioner
Douglas Rademacher, Weld County Commissioner
Chris Woodruff, Weld County Assessor
ADD-0937
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' PROFESSIONAL SERVICES
CONTRACT
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FOR
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WELD COUNTY
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FOR
' CADASTRAL GIS WORKFLOW AND
MAINTENANCE SOLUTION
to
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' SUBMITTED BY
THE SIDWELL COMPANY
' ST. CHARLES, ILLINOIS
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Master License and Support Agreement
This Master Software License and Support Agreement("Agreement")is entered into this day
of 2011 ("Contract Date"),by and between THE SIDWELL COMPANY, St.Charles,
Illinois,(hereinafter called "Contractor"), and the Board of County Commissioners of Weld
County, (hereinafter called "Customer").
' INTRODUCTION
' WHEREAS, Contractor is in the business of providing "Professional Geographic
Information Systems and Cadastral Mapping Services" for various governmental agencies in the
United States, and
' WHEREAS,based upon the written descriptions, oral representations, and demonstrations
provided by Contractor, Customer believes that the software described in this Agreement meets its
' expectations in terms of the performance of the software being purchased, the application of the
software, the software and hardware environment in which the software is expected to operate,
and the number of users of the software.
' WHEREAS, the parties agree that the terms of this Agreement are specifically set forth
herein and in Exhibits A, B and C which are integral parts of this agreement and which are
' specifically made a part hereof, and that there are no terms and/or conditions which are not set
forth herein, and
WHEREAS, Exhibit A sets for the Customer's description of its expectations of the
performance of the software being purchased, the application of the software, the software and
hardware environment in which the software is expected to operate and the number of users of
' the software, Exhibit B sets forth Contractor's Statement of Work, and includes milestones set by
Customer which reflect Customer's obligation to pay Contractor a specified percentage of the
contract price, and Exhibit C sets forth the terms of the price of the services offered.
t NOW THEREFORE, in consideration of the mutual agreements herein made, and other
good and sufficient consideration, Contractor agrees to Furnish Customer and Customer agrees to
' accept, in accordance with the terms and conditions of this Agreement, the use of the software
identified below.
' 1. DEFINITIONS
1.1 COMPUTER means a machine or system, which uses logical devices ("central processing
units") to process information,such as a multiprocessor computer system or a workstation.
1.2 DESIGNATED COMPUTER(S) means specific Computer(s), including replacements,
' modifications,upgrades and additions thereto,upon which the application software is compiled or
installed and executed.
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1.3 SOFTWARE DOCUMENTATION means the standard user documentation published or
provided on-line by Contractor, or distributed by Contractor under a third party license,
' describing the use of the Software, including any tutorial presentation of the capabilities of the
Run-Time Versions and may include technical documentation which describes the design of the
' Software. Software Documentation may be released in an electronic media format.
Notwithstanding the foregoing, Software Documentation does not include any third party
software documentation.
1.4 PRODUCT UPDATE means a change or new release of the Software or Software
Documentation designed to correct Software Problem(s).
' 1.5 PRODUCT UPGRADE means a change or new release of the Software or Software
Documentation designed to enhance the features of the licensed Software version or otherwise
improve the functionality of the licensed Software version.
' 1.6 RUN-TIME VERSION means a program that is used to execute the Software and other
utilities that are a part of the Software, but which does not allow a User to change the Software or
' to create new and different Software features.
1.7 SOFTWARE means the entire computer software program versions listed in Exhibits A
' and B, and are considered a part of the Contractor's "deliverables" and shall include all updates,
enhancements, modifications, or upgrades provided under the terms of this Agreement or a
related support agreement. Notwithstanding the foregoing, Software does not include any third
party software, unless set forth on Exhibit B.
1.8 SOFTWARE PROBLEM(S) means defective Software distribution media and/or a failure
' of the Software to function substantially in accordance with the Software Documentation.
1.9 SOURCE CODE means a compilable copy of the Software which allows the Software
installer to compile the Software into a Run-Time Version using the appropriate Development
' System; some portions of the Source Code may already be compiled by Contractor and provided
in an executable, Run-Time or object code version.
' 1.10 USER means the unique combination of one log-in on one software display device. (Does
not apply if a license is required for each CPU)
1.11 PUBLIC ACCESS MODULE means a unique subset of Software provided for the purpose
of providing third parties read-only access to Customer data.
1.12 EXECUTION DATE means the date, after installation of the Software, upon which
' Customer(in writing), accepts the Software.
1.13 MATERIAL BREACH means the failure to achieve a milestone.
' 1.14 SEVERE SYSTEM MALFUNCTION means the failure of the Software to perform as
represented by Contractor in Exhibits A and B.
' 1.15 ACCEPTANCE means Customer's willing receipt of the products, services and Software
offered by Contractor, and Customers agreement to pay for said products, services and Software.
Customer shall always evidence Acceptance by a written statement, and not by payment alone.
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' 2. LICENSES
' 2.1 Grant of License. Contractor grants to Customer the non-exclusive and non-transferable
right to have the Users execute the Software on six (6) Designated Computers, and to use the
' associated Software Documentation only for Customer's business purposes and only with
Customer's data, subject to the terms and conditions of this Agreement and in consideration of
payment of the agreed upon license fees.
' 2.2 Rights of Customer. Customer may access the Software lawfully licensed to Customer on
any configuration of computers or display devices connected to the Designated Computer(s).
Customer may transfer the Software to any electronic storage device connected to the Designated
' Computer(s), provided Customer keeps the original solely for backup or archival purposes.
Customer has the right to approve all personnel supplied by Contractor to perform services
' rendered under this Agreement.
2.3 Acceptance of Software. For each Software product licensed under this Agreement,
Customer shall have a thirty (30) day "Acceptance Period" beginning on the Execution Date, or if
' the Software is provided with Software modifications, beginning on the third day following the
installation of the Software and/or Software modifications. During the Acceptance Period,
' Customer may cancel the license by giving written notice to Contractor and returning the Software
in accordance with Section 4.2. If Customer elects to accept the license, the license will be accepted
by Customer at the end of the Acceptance Period, upon Customer's execution of a written
acceptance. Should Customer elect to cancel this Agreement under the terms of this Section 2.3,
Customer shall pay Contractor for all Implementation services provided through the
accomplishment of the most recent milestone payment date, so that Contractor will be paid for its
' accomplishment of the steps taken to reach that milestone. Exhibit C sets forth all such steps and
milestones and the Contractor's responsibility to make progress reports to Customer.
' 2.4 Backup Copy. Customer may make backup copies of the Software and of any portions
thereof, as well as any portions thereof which are modified or merged with other programs in
accordance with this Agreement. All such backup copies shall also be subject to the terms and
t conditions of this Agreement. Customer agrees to maintain an accurate record of the location of the
backup copies at all times.
3. PROPRIETARY RIGHTS AND CONFIDENTIALITY
3.1 Ownership. All title and rights of ownership in the Software and Software
' Documentation remain with Contractor and/or its suppliers and are protected by copyright,
patent, and/or trade secret laws. Customer agrees to take all reasonable steps to protect
Contractor's and its suppliers' proprietary rights in the Software and Software Documentation
including, but not limited to, the proper display of copyright, trademark, trade secret, and other
proprietary notices on any copies of the Software. Customer must reproduce and include any
' copyright, trade secret, trademark, or proprietary data notices, and other legends and logos on the
backup copies. Customer agrees to assist Contractor in the defense of Contractor's and its
suppliers' ownership of the Software and Software Documentation against all claims, liens and
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legal processes of creditors of Customer, and further agrees, to the extent it is able in the normal
course of business, to keep the Software and Software Documentation free and clear of all such
claims, liens, and processes. However, the parties agree that Customer shall have all rights of
ownership of the Software, once it has paid the contracted price for said Software, except the right
' to re-sell said Software.
3.2 Confidentiality. As Customer is a public entity, Contractor is aware that this Agreement
and all of its terms and conditions constitute a public record and that Customer must disclose this
Agreement and its terms and conditions to members of the public who wish to see it. In addition,
Customer may disclose the Software to consultants and other third parties retained to work with
the Software.
4. TERM AND TERMINATION
4.1 Term. The licenses granted under this Agreement shall commence upon the Customer's
Acceptance of the Software and shall continue unless Customer does not renew in accordance with
' the provisions of this Agreement. However, both of the parties to this Agreement understand and
agree that the laws of the State of Colorado prohibit Customer from entering into Agreements
which bind Customer for periods longer than one year. Therefore, on or before the 60th day before
' the anniversary date of this Agreement, Customer shall notify Contractor if it wishes to renew this
contract.
' 4.2 Termination. Customer may terminate this Agreement by notifying Contractor in
writing of its intention to terminate. If Customer terminates this Agreement as a result of
Contractor's failure to attain a milestone within sixty (60) days after notice from Customer that
' Contractor has failed to meet the milestone as anticipated, Customer shall be relieved from all
further obligations under this Agreement.
' Contractor may terminate this Agreement if Customer fails to pay any license fees owing and
which are more than thirty (30) days past due. Contractor may also terminate the Agreement if
Customer breaches any agreement or obligation in this Agreement and fails to remedy such breach
' or demonstrate a good faith effort to remedy such breach within thirty (30) days after receiving
written notice of such material breach from Contractor. HOWEVER, as Contractor has no rights in
Customer's continued subscription to Contractor's services under the Support, Update and
' Upgrade provisions as set out in Section 9.3 of this Agreement, future action by Customer to refuse
to accept such services shall not give rise to any right of Contractor under this Agreement.
' Upon termination, both parties shall be relieved from any further obligations to one another under
this Agreement.
' 5. LIMITED WARRANTY.
5.1 Limited Warranty. Contractor warrants that after the delivery of the Software and
' Software modifications, if any, to Customer, the latest unmodified version of the Software released
by Contractor shall substantially perform in accordance with the Software Documentation. A copy
of Contractor's description, and of Customer's Statement of Work are attached hereto and made a
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part hereof as Exhibits A and B respectively, and represent both Customer's and Contractor's
expectations with regard to the operation of the Software.
' 5.2 Remedies. Contractor's entire liability and Customer's exclusive remedy shall be for
Contractor, at Customer's option, to either: (a) replace any defective media which prevents the
' Software from satisfying the limited warranty described above provided such defective media is
returned to Contractor; or (b) attempt to correct any errors which Customer finds in the Software
during this warranty period and which prevent the Software from substantially performing as
described in the Software Documentation. Any replacement Software will be warranted for the
remainder of the original warranty period or for thirty(30)days, whichever is longer.
' 5.3 Right to License. Contractor warrants that it is the owner of the Software and/or has the
right to license Software to Customer.
' 5.4 Limitations of Warranty. The above warranty is null and void if failure of the Software
has resulted from accident, abuse, or misapplication; including unanticipated alteration or
modification of the Software BY Customer.The above warranty applies only to Software Problems,
' which are apparent in the unmodified, standard Software, which is not merged with other
software. Contractor shall not be required to correct errors during the above described warranty
period attributable to: equipment malfunction; products other than the Software; use of the
' Software in conflict with or contravention of the Software Documentation or the terms of this
Agreement;or accident,neglect, misuse,or abuse of the Software.
' 6. INDEMNIFICATION
t 6.1 Contractor's Indemnification. Contractor shall indemnify, defend and hold harmless
Customer against any action to the extent such action is based on a claim that Customer's use of
the Software or Software Documentation or any part thereof, under this Agreement, infringes a
' valid, enforceable United States patent or copyright, or misappropriated a trade secret, and
Contractor shall pay all damages and costs, (including reasonable attorneys' fees), awarded or
agreed to in a settlement by Contractor in respect of such action; provided that Contractor is given
notice of such claim within thirty (30) calendar days of the dated Customer knows of such a claim.
Contractor shall control the defense in any such action and, at its discretion, may enter into a
stipulation of discontinuance and settlement thereof. Customer shall cooperate with Contractor in
any such defense and shall make available to Contractor all those persons, documents and things
required by Contractor in the defense of any such action. Reasonable out-of-pocket expenses
t incurred by Customer will be reimbursed by Contractor. Customer, may, at its expense, assist in
such defense.
6.2 Remedies. If,in an action described in Section 6.1 above,the Software is held to constitute
an infringement or misappropriation, or the use, demonstration, distribution, marketing, or
sublicensing thereof is enjoined or restricted, Contractor shall, at its option, either procure for
' Customer the right to continue using the Software, or modify the Software to permit Customer to
exercise its rights hereunder, or if the foregoing options are not available, terminate the Agreement
and promptly refund to Customer all license fees paid by Customer to Contractor for the
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infringing Software amortized over a five (5) year period from the date of initial delivery, (i.e., a
refund pro-rated on a monthly bases over a sixty(60)month term).
6.3 Limitations of Indemnification. The foregoing indemnity shall not apply in respect of
any infringement misappropriation if such infringement or misappropriation resulted from
' Customer's or any of its Users' use of the Software: (a)in an operating environment other than that
described in the Software Documentation or under this Agreement; (b) in conjunction with an
enhancement not created or owned by Contractor; or (c) in conjunction with other software not
t created or owned by Contractor. The foregoing states the entire obligation of Contractor with
respect to the infringement of patents and copyrights, and misappropriation of trade secrets.
7. SUPPORT
' 7.1 Remote Access. Customer is required to establish a direct computer-to-computer
remote access link with Contractor before Support is provided to Customer.Customer must assure
that Contractor has access to Customer's Designated Computer(s) via the remote access link. The
' link must meet Contractor's current specifications for connection to its customer support network.
Contractor will provide the System Administrator with a telephone number to Contractor's
Support Center, a log-in to the Support Center's system, and instructions on how to establish the
' link. Contractor will ensure that the Support Center's system will accommodate a link with
Customer's system(s). Customer reserves the right to control which product is used to establish
and maintain the link from Customer's site to Contractor's site. Customer will license its copies of
' the product.
' 7.2 Required Development Environment. To assist in the resolution of Software
Problem(s), Customer is required to maintain the versions then-currently supported by Contractor,
or versions compatible with the versions then-currently supported by Contractor, of the Parcel
Builder-Map Editor software._Customer shall also maintain a tape drive on its development
systems.The requirements of this subsection are subject to reasonable change.
7.3 Support Fees for Annual Maintenance. Customer agrees to pay the current annual
Support Fees as detailed in Exhibit C. Annual fees are subject to the following imitations: (a) the
first year's annual fee cannot exceed fifteen percent (15%) of the purchase price of the Software; (b)
' after the first year,each year's annual maintenance is subject to a maximum increase of five percent
(5%).
' 7.4 THE SIDWELL COMPANY Support Specialist and System Administrator.
Customer shall designate both a System Administrator and a SIDWELL COMPANY
Specialist who shall act as the primary contact between Customer and Contractor.
' 7.5 Customer's Responsibilities. Customer agrees to assist and cooperate with Contractor as
reasonably required by Contractor, in the resolution of Software Problems. Such assistance will
facilitate quicker and more effective problem resolution by Contractor,and may include:
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7.5.1 Consultation with the System Administrator and SIDWELL COMPANY Software Support
Specialist.
7.5.2 Providing documentation of the Software Problem(s), test data, and copies of the programs
being used when the Software Problem(s)become apparent.
7.6 Support Services. The Support Services generally include resolution of Software
Problem(s), support via electronic mail, ("E-mail"), and telephone, upgrades and updates of the
' Software. Updates to existing procedures in the Software as required by legislative action, are also
included in the Support Services. Installation, training, and modification of the Software are
services not included as support services,and must be contracted separately.
7.7 Email and Telephone Support. Contractor will provide assistance in identifying,
confirming and providing a "workaround" for suspected Software Problem(s) in the standard,
unmodified code of the Software. Contractor may require documentation of the Software Problem,
test data, and copies of programs being used before confirming and resolving Software Problem(s).
E-mail can and should be used to communicate support requests.
' 7.8 Direct User Contact. Contractor Personnel may use the remote access link to access
Customer's Computer to better analyze suspected Software Problem(s) and produce a solution or
t "workaround" to Software Problem(s). Contractor personnel may also directly communicate with
Customer regarding the suspected Software Problem(s)using any form of telecommunications.
7.9 Site Visits. In the event that: (a) data is corrupted, returned results are incorrect, or
' there is a severe feature malfunction without a "workaround"; (b) the Software Problem seriously
disrupts Customer's primary business operations; and (c) Customer and Contractor have made
every reasonable attempt to correct the Software Problem, then Contractor agrees to use it best
reasonable efforts to resolve the Software Problem, first remotely through the remote access
connection or otherwise provided Customer has provided Contractor adequate remote access to
' Customer's system, and then on-site, if necessary to resolve the Software Problem(s) at
Contractor's option.
' 7.10 Support Hours. Contractor support services, which include direct telephone
services,will be available to Customer Monday through Friday,7:00 a.m.to 7:00 p.m.CST/CDT.
7.11 Product Updates and Upgrades. Upon payment of Customer's annual Support Fee
' (see Exhibit C which is attached hereto and made a part hereof), Contractor agrees to provide
Customer with the Product Updates and Product Upgrades for licensed Software Produced by
Contractor.
' 7.12 Language. Telephone and E-mail support will be provided in English,unless otherwise
agreed upon in writing by both parties.
' 7.13 Training. Training will be provided by Contractor following final Acceptance by
Customer.Training services are included in the price paid by Customer for the Software.
8. GENERAL
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8.1 Waiver,Amendment or Modification. Any waiver, amendment, or modification of
any of the provisions of this Agreement or of any right, power or remedy hereunder shall not be
effective unless made in writing and signed by the parties. No failure or delay by either party in
exercising any right,power or remedy with respect to any of its rights hereunder shall operate as a
' waiver thereof in the future.
8.2 Governing Law. This Agreement shall be governed by the laws of the State of
Colorado, and shall inure to the benefit of Contractor, its successors, administrators, heirs, and
assigns. The United Nations Convention on the International Sale of Goods shall not apply to this
Agreement.
' 8.3 Choice of Forum. The parties agree that Weld County, Colorado shall be the proper
forum for any action,including mediation and arbitration brought under this Agreement.
' 8.4 Attorney Fees. Attorneys Fees/Legal Costs: In the event of a dispute between Weld
County and The Sidwell Company, concerning this Agreement, the parties agree that Weld
County shall not be liable to or responsible for the payment of attorney fees and/or legal costs
' incurred by or on behalf of The Sidwell Company. In the event an action, including arbitration is
brought to enforce any provision of this Agreement, each party shall bear its own legal costs,
including attorney fees, irrespective of which is the prevailing party.
' 8.5 Limitation on Actions. No actions, regardless of form, arising from the transactions
under this Agreement, may be brought by an aggrieved party hereto more than two(2) years after
' the facts creating the cause of action are known to said party.
8.6 Severability. If any term, provision, or part of this Agreement is to any extent held
' invalid, void, or unenforceable by a court of competent jurisdiction, the remainder of the
Agreement shall not be impaired or affected thereby, and each remaining term, provision, or part
shall remain in full force and effect.
' 8.7 Survival. The terms, conditions and warranties contained in this Agreement that by
their sense and context are intended to survive the termination of this Agreement,shall so survive.
' 8.8 Notice. All notices or other communications made by one party to the other concerning
the terms and conditions of this contract shall be deemed delivered under the following
circumstances:
' (a)personal service by a reputable courier service requiring signature for receipt;or
(b) five(5)days following delivery to the United States Postal Service, postage prepaid
addressed to a party at the address set forth in this contract;or
(c) electronic transmission via email at the address set forth below, where a receipt or
' acknowledgment is required by the sending party;or
(d)transmission via facsimile,at the number set forth below,where a receipt or
' acknowledgment is required by the sending party.
Either party may change its notice address(es) by written notice to the other.
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Customer: Board of County Commissioners, Contractor:THE SIDWELL COMPANY
Weld County,Colorado Neal D.Carpenter,President/CEO
Bruce Barker,Weld County Attorney 675 Sidwell Court
915 Tenth Street St. Charles,Illinois 60174
' P.O.Box 758 Telephone:877-743-9355
Greeley,Colorado 80632 E-mail:
Telephone:970-356-4000 Facsimile:630-549-1111
' E-mail:bbarker@co.weld.co.us
Facsimile:970-352-0242
' 8.9 Force Majeure. Neither party shall be in default nor liable for any failure in performance
or loss or damage under this Agreement due to any cause beyond its control.
' 8.10 Taxes. Customer, as a governmental entity, is exempt from sales, use and other taxes or
similar governmental charges or duties which might be incurred in connection with the exercise of
the license(s) and rights granted herein to Customer, and therefore shall not be responsible for the
' payment of any taxes. Contractor shall be responsible for the payment of any sales, use or other
taxes incurred when it purchase products, materials or services in the fulfillment of its obligations
under this contract. Contractor is also responsible for the payment of all taxes or charges based on
the income of the Contractor.
8.11 Acknowledgment. Customer and Contractor acknowledge that each has read this
' Agreement, understands it and agrees to be bound by its terms.Both parties further agree that this
Agreement, with the attached Exhibits A, B, and C, is the complete and exclusive statement of
agreement between the parties and supersedes all proposals or prior agreements, oral or written,
' and any other communications between the parties relating to the subject matter of this
Agreement.
' 8.12 Governmental Immunity. No term or condition of this contract shall be construed or
interpreted as a waiver,express or implied, of any of the immunities,rights,benefits,protections or
other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable
now or hereafter amended.
8.13 No Third Party Beneficiary Enforcement. It is expressly understood and agreed that the
' enforcement of the terms and conditions of this Agreement, and all rights of action relating to such
enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement
shall give or allow any claim or right of action whatsoever by any other person not included in this
' Agreement. It is the express intention of the undersigned parties that any entity other than the
undersigned parties receiving services or benefits under this Agreement shall be an incidental
beneficiary only.
' 8.14 Fund Availability. Financial obligations of the Board of County Commissioners of Weld
County payable after the current fiscal year are contingent upon funds for that purpose being
appropriated,budged and otherwise made available.By execution of this Agreement,County does
not warrant that funds will be available to fund this Agreement beyond the current fiscal year.
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8.15 Employee Financial Interest/Conflict of Interest. C.R.S. §§2418-201 et seq. and §24-50-
507. The signatories to this Agreement aver that to their knowledge, no employee of Weld
' County has any personal or beneficial interest whatsoever in the service or property which is the
subject matter of this Agreement. The Sidwell Company has no interest and shall not acquire any
I interest direct or indirect, which would in any manner or degree with the performance of The
Sidwell Company's services and The Sidwell Company shall not employ any person having such
known interests.During the term of this Agreement,The Sidwell Company shall not engage in any
I in any business or personal activities or practices or maintain any relationships which actually
conflict with or in any way appear to conflict with the full performance of its obligations under this
Agreement. Failure by The Sidwell Company to ensure compliance with this provision may result,
Iin Weld County's sole discretion,in immediate termination of this Agreement.
IN WITNESS WHEREOF,the parties have duly executed this Agreement as of the date first stated
Iabove.
' THE SIDWELL COMPANY
By: eal D Carpenter
IPresident/CEO
ISUBSCRIBED AND SWORN to before me this \5+- day of 2011
IWITNESS my hand and official seal V t99 Y. Notary Public.
My Commission Expires: 4 124 ( 't'7 OFFICIAL SEAL
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KRISTA GALLE
NOTARY PUBLIC,STATE OF ILLINOIS
MY COMMISSION EXPIRES 4.24.2012
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ATTEST: /� ',"^• �iii�BOARD OF COUNTY COMMISSIONERS
,p ELD COUNTY,COLORADO
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BY:A/tAJ / Ji, !.��; .art??:. -.'ii h. - ,4.,e7 . /z
I Deputy Cler Ito the Bo`t:.%QATt5$1Barbara Kirkmeyer, ' hair
APR 13 2011
1 APPROVED AS TO FORM:
County Attorney
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EXHIBIT A
1. Weld County will purchase six copies of The Sidwell Companies Parcel Builder — Map
Editor software for the purpose of maintaining Weld County Cadastral GIS data in a
' geodatabase. The Parcel Builder software is expected to support the editing of linear polygon
and annotation features utilizing The Sidwell Coincident Boundary Model. The Parcel Builder-
Map Editor software is expected to integrate well with ESRI's ArcGIS 10 Desktop
' ArcEditor/ArcInfo version levels. The Parcel Builder — Map Editor software is expected to
execute and perform well on computer hardware and operating systems supported by ESRI's
ArcGIS 10 Desktop ArcEditor/ArcInfo software defined in ESRI's ArcGIS Desktop 10 System
' Requirements.
2. Upon payment of Sidwell's maintenance fees for Basic Software Support, Weld County
expects to receive, free updates and patches to licensed Sidwell software, guaranteed response
time of less than 1 business day to reported issues, and Access to Sidwell's Help Desk Monday-
Friday 7am-7pm CST/CDT.
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EXHIBIT B: SCOPE OF WORK
1. INTRODUCTION
The following scope of work will be completed as part of this contract agreement between
Sidwell and Weld County. The project will include the following major tasks:
• Cadastral Maintenance Workflow
• Cadastral Geodatabase Design
• Cadastral Geodatabase Pilot
• GIS Maintenance Solution
' • Geodatabase Implementation and Training
' 2. CADASTRAL MAINTENANCE WORKFLOW
2.1 Overview
Sidwell will develop a cadastral maintenance workflow that will optimize the advantages of the
' Esri geodatabase, ArcGIS 10, and Sidwell's Parcel Builder software solution, much of which is
detailed throughout this Scope of Work. In order to provide due diligence in best meeting the
needs of Weld County, Sidwell will perform the following services at the outset of the project
for the purposes of project management, information gathering, and refinement of scope.
t 2.2 Project Initiation Meeting
Sidwell will schedule a project initiation, or "kick-off" meeting with the appropriate Weld
County personnel to set project expectations, acquire necessary data and establish timelines for
the completion of the project. The Sidwell Project Manager will be introduced as the primary
contact on behalf of Sidwell during this meeting. The project initiation meeting will be
conducted as part of a two-day on-site visit by the Sidwell Project Manager to Weld County.
2.3 On-Site Workflow Analysis
Sidwell will work closely with staff members in Weld County that are invested in the land
records maintenance process. Through these conversations, Sidwell hopes to establish a strong
understanding of the current land records workflow at Weld County in order to propose
' improvements in the next phase of the project. Information gathered during these meetings
include: comprehensive land records transaction procedures (i.e. how a split is performed from
beginning to end), types of required GIS products Weld County produces (digital data, maps,
' tables, etc.), computer networking capabilities, and level of expertise by maintenance personnel.
The on-site analysis work is performed as part of a two-day on-site visit by the Sidwell Project
Manager to Weld County at the outset of the project.
' 2.4 Workflow Implementation
After all staff members are interviewed and information collected, Sidwell will document their
findings and implement the next phases of the project based upon the recommendations of the
Project Manager. The proposed workflow will be presented to the County via webcast. The
' County is encouraged to engage in ongoing dialog with the Project Manager to refine the
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workflow over the life of the project. All materials used in the presentation will be made
available to the County for future reference.
' 3 CADASTRAL GEODATABASE DESIGN
' 3.1 Overview
In addition to the workflow analysis, Sidwell will meet with Weld County personnel on-site to
discuss potential geodatabase designs based upon the needs of the County and the availability
of data. During these meetings, we will draw ideas from several existing cadastral geodatabase
designs, including Sidwell's Coincident Boundary Model. We do not intend simply to move the
' existing GIS model into a geodatabase. This represents an opportunity for the County to take
advantage of the many innovations that have been made in GIS, and for the County to reinvent
the GIS database design to serve their needs for the coming decade and beyond.
3.2 Features
All features in the proposed cadastral geodatabase will be project in the Colorado State Plane
' Coordinate System, North Zone 0501, NAD 83 Datum. All features will be converted to
standard, non-proprietary geodatabase feature classes. Although the final geodatabase design
' has yet to be determined, the following is expected:
• A parcel polygon feature class will be created in the geodatabase, with the unique
' parcel number as the primary identification attribute. This is the feature class that is
mostly viewed and queried by the end-user community.
' • Subdivision, Block, Lot, Road Right of Way, Rail Road Right of Way, and Ditch Right of
Way polygon feature classes will also be created with appropriate identification
attributes.
• A single linear feature class based on the Coincident Boundary Model will be
created(see Section 2.3.3).
• An additional cartographic linear feature class will be included that will store all
ancillary linear features that are used to facilitate map reading (arrows, dimension tics,
ownership hooks, etc.)
' • An annotation feature class will be included that stores all annotation features, and
categorizes them into classes, or subtypes. Sidwell employs this annotation feature class
' primarily for dimensions and static features that cannot be supported through attribute
labeling. The feature class will include built-in symbology for the annotation features
that can be substituted if need be.
3.3 Coincident Boundary Model
Sidwell feels the County would best benefit from the Coincident Boundary Model, which uses
' the existing capabilities of the geodatabase to model coincident cadastral boundaries. This
model is based on the concept of using common geography to represent multiple features, or
tags. To accomplish this, a relationship class and destination table will be created. For example,
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' a single cadastral line that represents both a parcel boundary and right-of-way line in the real
world will have two associated records in the destination table; one defining it as a parcel
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boundary and one defining it as a right-of-way. Furthermore, a separate table will be
introduced that contains cartographic prioritization rules defining which feature symbology
I will be used to draw the line. If priority is given to parcel line over right-of-way, the shared
boundary will be drawn using parcel boundary symbology.
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i TAGS
~-- \ sub lot--
ot on
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subb
parcel
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CADASTRAL LINE J
update features with coincident boundaries
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SUBS SUB LOTS PARCELS
' After making changes, existing feature classes can be rebuilt by querying and extracting lines
attributed with the appropriate features from the cadastral line layer. The feature class can then
I be used to manage polygon features with coincident boundaries. Because coincident polygon
boundaries can be derived from the same geometry of the line, there is less chance for topology
issues across data layers.
' 3.4 Complex Ownership Models
Of additional concern is the modeling of complex ownership situations like condominiums and
Imobile homes. Our recommendation is a multi-linked polygon approach where the common
land parcel is represented in the Parcel Polygons feature class and given a pseudo-number (a
number that only exists in the GIS). The individual condominium units are represented as rows
Iin a separate table in the geodatabase. A permanent one-to-many relationship class between the
Parcel Polygons feature class and the related table is established. This model, among others, is
' supported by the proposed GIS Maintenance Solution (see Section 2.5).
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Several options for this will be discussed in the Project Initiation meeting with advantages and
disadvantages of each. Sidwell will work with Weld County to determine the best solution for
addressing these situations.
4 CADASTRAL GEODATABASE PILOT
4.1 Overview
To ensure that Weld County adopts a geodatabase design and workflow solution that best
meets their needs, as well as provide a template for countywide conversion, Sidwell will
' develop a pilot personal geodatabase that includes the proposed geodatabase schema and a
small sample of data with which to evaluate the proposed solution. The pilot project will
include up to l square mile of contiguous land, selected by the County. We suggest selecting an
' area that includes as the largest variety of cadastral features that is most indicative of the types
of features found throughout the County. In doing so, we can provide a diversified and robust
pilot geodatabase.
' 4.2 Presentation of Pilot
Sidwell will remotely deliver and install the pilot geodatabase to Weld County and conduct
preliminary training on working with the pilot data to aid the County in thorough evaluation of
the geodatabase and the maintenance solution (see Section 2.5). The installation and
presentation will be performed by the Project Manager via webcast.
4.3 Revised Geodatabase Design
After working closely with the County and receiving feedback on the pilot geodatabase, Sidwell
will respond to all viable suggestions and comments. A revised pilot geodatabase will be
submitted to the County for final acceptance.
' 5 GIS MAINTENANCE SOLUTION
' 5.1 Parcel Builder®
To provide Weld County with a complete GIS maintenance solution, Sidwell is offering Parcel
Builder. Parcel Builder is a non-proprietary suite of software applications developed
' �111"s( exclusively by Sidwell for the specific purpose of maintaining cadastral data through
wr/42i a GIS-based solution, and is in its fourth release (Version 4). Parcel Builder has a
' odor' software dependency on a licensed copy of ArcGIS® Desktop 10 and loads as an
ArcMap extension. Sidwell will provide Weld County with six (6) seats of the Parcel Builder-
MapEditor module:
5.2 Parcel Builder-MapEditorT"'
MapEditor is the ultimate solution for creating and managing
' cadastral data in an Esri geodatabase. This module includes J f
enhancements to the ArcMap sketch tool that increase mapping
productivity, and fully supports editing a linear or polygon data _
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model environment and utilizes the Coincident Boundary Model.
The MapEditor toolkit includes,but is not limited to:
• Placing cadastral cartographic features such as ownership hooks, ownership tics, etc.
• Placing everything from subdivisions to cul-de-sacs in ArcMap
• Maintaining and manipulating a tagged data model
' • Interactively checking and correcting boundary integrity
• Managing linear boundaries (create intersections, proportion line, etc.)
' • Enhanced measuring tools
• Enhanced annotation placement and management
• Optimizing the interface for drawing productivity for the map editor (show line
' direction, set visible scales, cycle through selection set, etc.)
' MapEditor also includes Parcel Builder-Workflow, which streamlines the ArcMap interface to
an ordered series of steps that significantly simplifies maintenance workflows. Steps consist of a
tool/command to be executed, a stored set of parameters such as setting the target layer, setting
the snapping environment, etc., and/or launching geoprocessing tools and external applications.
5.3 Software Support
All installed Sidwell software includes one year of free Basic Software Support, which is
renewed on an annual basis, and includes the following:
• Use of remote access/webcast to solve problems (GoToMyPC, Remote Desktop, etc.)
• Parcel Builder configuration&map maintenance issues
• Free updates to Sidwell software
' • Guaranteed response time of less than 1 business day
• Access to online FORM/Answer Center
• Access to Sidwell's Help Desk: (630) 549-1080, which is available Monday-Friday lam-
7pm CST/CDT.
t 6 GEODATABASE IMPLEMENTATION AND TRAINING
6.1 Overview
Our training programs are customized to the specific needs of the individuals that we are
' training. The emphasis of your training program will be the result of consultative discussions
between Sidwell and County personnel in an attempt to match our scope of services to the
needs of your county. We have included the following training outline as a point from which to
begin discussions of your specific needs. As part of this agreement, the County will receive a
total of two (2) days on-site training, and two(2) days remote training
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6.2 Data Conversion Training(2 days remote)
This two-day training session will provide Weld County technical staff all of the information
they need to know to convert their existing GIS data to the final delivered geodatabase schema
based upon the Coincident Boundary Model. The training will be conducted by the Project
' Manager, but will heavily lean on the expertise of our GIS Solutions and Support staff who
perform several county-wide geodatabase conversions per month. At the end of this session,
Weld County will know the necessary procedures to complete the data conversion process.
6.3 Parcel Builder-MapEditor Training(2 days GoToMeeting)
In this training session, we will introduce Parcel Builder-MapEditor, which adds many
additional editing tools to ArcMap. Our focus will be on establishing workflows that use
combinations of Esri tools and Parcel Builder tools to increase the efficiency of the map editing
process. We will begin with some standard exercises developed at Sidwell, and then move into
some actual map maintenance based on your data set and your incoming land record
documents. Sidwell will tailor this training session to the cadastral mapping practices adopted
by Weld County.
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EXHIBIT C: COST PROPOSAL
1. BASE PROJECT FEES
CADASTRAL GIS WORKFLOW AND MAINTENANCE SOLUTION* $26,736.00
• Cadastral Maintenance Workflow
' • Cadastral Geodatabase Design
• Cadastral Geodatabase Pilot
• GIS Maintenance Solution
' • Geodatabase Implementation and Training
*Travel time and expenses included
2. ANNUAL SOFTWARE MAINTENANCE FEES
' Parcel Builder Suite—Basic Support $2,400.00/year
Incurred one(1)year after installation,renewed annually
' 3. COMMENCEMENT OF WORK
IT IS AGREED by and between the parties that The Sidwell Company agrees to commence the
work under this Contract Agreement immediately upon its execution by the County and to
continue diligently thereafter until all work, services and materials as covered under this contract
are completed.
' 4. PROGRESS REPORTS
IT IS FURTHER AGREED by and between the parties that The Sidwell Company will submit
' monthly progress reports to the County reflecting the status of all project components.
5. COMPENSATION
' IT IS FURTHER AGREED by and between the parties that the County pay The Sidwell Company
a total fee of twenty-six thousand, seven hundred and thirty-six dollars ($26,736.00) as
compensation for the work, services and materials as described and provided for under this
Contract Agreement.
' 6. INVOICING SCHEDULE
IT IS FURTHER AGREED by and between the parties that The Sidwell Company will submit
progress invoices to the County for portions of the work and materials as they are completed.
' 7. PAYMENTS
' IT IS FURTHER AGREED by and between the parties that the County will make payments to The
Sidwell Company within 30 days of the receipt of an invoice.
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