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sanborn
SERVICES AGREEMENT
This Services Agreement (this "Agreement") is entered into as of the 25th day of
February, 2022 ("Effective Date") by and between The Sanborn Map Company, Inc., a
Delaware corporation ("Sanborn"), and The Board of County Commissioners of Weld
County, Colorado (the "CLIENT"). There are no third parties to this Agreement nor any third
party rights or benefits either expressed or implied.
RECITALS
Sanborn is in the business of creating specialized geographic information solutions
products and services.
CLIENT wishes to enter into this Agreement with Sanborn in order to secure products
and services from Sanborn.
CLIENT and Sanborn acknowledge the Agreement consists of the following, which are
listed in their order of priority in the event of inconsistent or contradictory provisions:
1. This Agreement
2. Sanborn's Technical Proposal and Price Proposal dated November 22, 2021 and
its Addendum dated January 4, 2022, with Deliverables as selected (Exhibit A. 1.)
and Exhibit B Compensation
3. Exhibit C End User License Agreements (EULAs)
4. Exhibit D Standard Warranty and Procedures - Ortho Products
5. CLIENT RFP #B2100128 for AS -1298 2022 Aerial Imagery Purchase dated
November 3, 2021 and its Addenda (Exhibit A.2.)
NOW, THEREFORE, CLIENT and Sanborn mutually agree as follows:
Article 1 Services.
1.1 Sanborn agrees to perform those services for CLIENT that are specified in
Exhibit A (the "Services") and shall deliver to CLIENT those deliverables specified in Exhibit A
(the "Deliverables"). Additional Services and Deliverables shall be defined by CLIENT as
Purchase Orders from time to time as its needs dictate. The additional Purchase Orders shall
contain, at a minimum: (i) any flow down provisions from another buyer authorized to make
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purchases under this Agreement, if applicable, (ii) specifications, (iii) list of deliverable items
and shipment instructions, (iv) acceptance criteria, and (v) schedule of deliverables. Sanborn
shall respond to such Purchase Order request(s) with a price quotation. This Agreement and any
Purchase Orders issued hereunder must be signed by authorized representatives of each party
with the authority to bind their respective organizations. Execution of this Agreement, or a
Purchase Order issued hereunder, by both parties shall constitute a notice to proceed with the
Services.
1.2 Sanborn shall use its commercially reasonable efforts to render services under this
Agreement in a professional and business -like manner and in accordance with the standards and
practices recognized in the industry. Sanborn shall obtain CLIENT's prior written approval for
any subcontractors that it intends to utilize; such approval which shall not be unreasonably
withheld.
1.3 Neither party shall be liable in damages for any delay or default in performing
(with the exception of payment obligations) if such delay or default is caused by events of Force
Majeure. Force Majeure shall mean any events or actions beyond the reasonable control of either
CLIENT or Sanborn preventing or delaying the execution of or compliance with any of the terms
and conditions contained in this Agreement or any Purchase Order issued hereunder including,
but not limited to: strikes, lockouts, power shortages, wars, acts of God, and governmental
regulations, including the restrictions imposed by air traffic control personnel with authority over
airspace required for flight operations, restricting normal operations, weather or atmospheric
conditions that are not conducive for the collection of aerial imagery or terrain data in a manner
that is necessary to meet or exceed the requirements of any Deliverable and inability of CLIENT
to provide any specified Sources in a timely manner. Sources shall mean all information and/or
materials as may be defined in this Agreement or any Purchase Order issued hereunder required
to be provided by CLIENT to Sanborn for the performance of the Services. If and to the extent
that Sanborn suffers a delay as a result of an event of Force Majeure, then it shall be entitled to a
delivery schedule extension by a period of time equal to the period of interruption caused by the
Force Majeure event.
1.4 Sanborn shall be the sole and exclusive owner of all right, title and interest in and
to the work materials and Deliverables until such time as Sanborn has received full and final
payment of all outstanding invoices with respect to the performance of the Services and delivery
of the Deliverables hereunder. At such time as payment in full has been rendered to Sanborn,
CLIENT shall have such rights, title, and interest in and to the orthophotography (the "non -
licensed Product") Deliverables, excluding any software. At such time as payment in full has
been rendered to Sanborn, Sanborn shall retain sole and exclusive ownership of all right, title and
interest in and to the oblique imagery work materials and Deliverables and all software
Deliverables (Sanborn Oblique Imagery and Sanborn Oblique Analyst®; collectively, the
"licensed Products"); and, CLIENT shall be granted rights, title, and interest in and to the
licensed Products Deliverables as expressly set forth in Sanborn's standard End User License
Agreements (EULAs) specified as Exhibit C. Notwithstanding any other provision of this
Agreement, the licensed Products are expressly subject to the terms and conditions contained in
the EULAs governing their use.
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1.5 To the extent that the non -licensed Product Deliverables are considered public
domain information, Sanborn shall enjoy all rights to utilize the non -licensed Product
Deliverables in its business practices, without restriction. To the extent that the non -licensed
Product Deliverables are not considered public domain information, CLIENT hereby grants to
Sanborn a limited, non-exclusive, nontransferable, royalty -free, worldwide, perpetual license to
copy, use, create derivative works of, use derivative works of, and distribute copies of the
derivative works of, same unless specified otherwise in this section 1.5 or any Purchase Order(s)
issued hereunder. Any Products that are purchased through this Agreement or any Purchase
Order issued hereunder that are the property of a third party shall be subject to the owner's
license agreements / terms of service.
1.6 The parties mutually agree that the database design(s) for CLIENT, if applicable,
shall be as contained in the specifications in Exhibit A, and each Purchase Order issued
hereunder.
1.7 The parties mutually agree that the standards for quality validation of the
Deliverables shall be as contained in the specifications of Exhibit A, and each Purchase Order
issued hereunder. CLIENT shall be responsible for evaluating and determining the adherence of
the Deliverables to the acceptance criteria or calculating error rates for the Deliverable units
under this Agreement or any Purchase Order issued hereunder within thirty (30) days of receipt.
To the extent that CLIENT assigns or contracts some or all of this responsibility to any third
party ("Agent"), such assignment or contracting of the responsibility shall not relieve CLIENT of
responsibility and liability for all acts and omissions which may constitute CLIENT's default or
breach of this Agreement.
1.8 CLIENT's point of contact for Sanborn shall be:
Jake Mundt
Weld County Department of Information Technology
PO Box 758 / 1401 North 17th Avenue
Greeley, CO 80632
(970) 400-2521
jmundt weld og v.com
Sanborn's point of contact for CLIENT shall be:
Shawn Benham, PMP
Vice President, Programs
Sanborn
1935 Jamboree Drive, Suite 100
Colorado Springs, CO 80920-5358
(719) 502-1296
sbenham@sanborn.com
Article 2 Compensation. CLIENT shall pay Sanborn for the Deliverables and
performance of the Services in accordance with the terms specified in Exhibit B. CLIENT is tax
exempt and shall issue a tax exempt certificate to Sanborn upon execution of this Agreement.
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Article 3 Independent Contractor Status.
3.1 Sanborn is an independent contractor and no employees, associates or agents of
Sanborn shall be deemed to be an employee, associate or agent of CLIENT, or vice -versa.
CLIENT and Sanborn are not and shall not be considered as employer/employee, joint
adventurers, partners, or one as agent of the other under this Agreement, and neither shall have
power to bind or obligate the other.
Article 4 Term and Termination.
4.1 This Agreement shall remain in effect from the date contained herein until
terminated by either party by giving thirty (30) days' written notice to the other party. If
terminating for any reason other than convenience or delay or default in payment obligations, the
terminating party shall provide the other party at least thirty (30) days to cure, or to submit an
acceptable plan to cure, prior to the effective date of such termination. Upon the date so
specified, Sanborn shall immediately terminate all activities on behalf of CLIENT.
Notwithstanding any such termination, CLIENT shall in no event be released from its obligation
to pay Sanborn for all Services performed and those in process at the time of such termination,
and Deliverables delivered prior to such termination.
4.2 The provisions of Articles 1-6 shall survive any termination of this Agreement.
Article 5 Indemnification
5.1 Reserved.
5.2 By Sanborn. Sanborn agrees to indemnify, defend and hold harmless CLIENT
and CLIENT's directors, officers, shareholders, employees, agents and affiliates from and
against any and all Claims arising out of or related to the acts, errors or omissions of Sanborn or
any of Sanborn's officers, directors, employees, agents or affiliates in connection with the
performance of its obligations under this Agreement.
5.3 Conditions of Indemnification of Third Party Claims. The obligations and
liabilities of the parties hereunder with respect to Claims resulting from the assertion of liability
by third parties shall be subject to the following terms and conditions:
(a) In the event that any claim or demand for which one party would be liable
to the other hereunder (the "Indemnified Party" and the "Indemnifying Party" as applicable), is
asserted against or sought to be collected by a third party, the Indemnified Party shall promptly
notify the Indemnifying Party of such claim or demand, specifying the nature of such claim or
demand and the amount or the estimated amount thereof (which estimate shall not be conclusive
of the final amount of such claim or demand) (the "Claim Notice"). The Indemnifying Party
shall have ten (10) days from its receipt of the Claim Notice (the "Notice Period") to notify the
Indemnified Party (1) whether or not the Indemnifying Party disputes its liability to the
Indemnified Party hereunder with respect to such claim or demand, and (2) if it does not dispute
such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified
Party against such claim or demand; provided, however, that the Indemnified Party is hereby
authorized prior to and during the Notice Period to file any motion, answer or other pleading that
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it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying
Party notifies the Indemnified Party within the Notice Period that Indemnifying Party desires to
defend against such claim or demand, then except as hereinafter provided, the Indemnifying
Party shall have the right to defend the Indemnified Party by appropriate proceedings, which
proceedings shall be promptly settled or prosecuted to a final conclusion in such a manner as to
avoid any risk of an Indemnified Party becoming subject to liability for any other matter. If, in
the reasonable opinion of an Indemnified Party, any such claim or demand involves an issue or
matter that could have a material adverse effect on the business, operations, assets, properties or
prospects of an Indemnified Party or an affiliate of an Indemnified Party, such Indemnified Party
shall have the right to control the defense or settlement of any such claim or demand, and its
reasonable costs and expenses thereof shall be included as part of the indemnification obligations
of the Indemnifying Party hereunder. If the Indemnifying Party disputes its liability with respect
to such claim or demand or elects not to defend against such claim or demand, whether by not
giving timely notice as provided above or otherwise, then the amount of any such claim or
demand, or, if the same be contested by the Indemnifying Party or by an Indemnified Party (but
the Indemnified Party shall not have any obligation to contest any such claim or demand), then
that portion thereof as to which such defense is unsuccessful, shall be presumptively deemed to
be a liability of the Indemnifying Party hereunder (subject, if the Indemnifying Party has timely
disputed liability, to a determination that the disputed liability is covered by these
indemnification provisions).
(b) In the event that an Indemnified Party should have a claim against an
Indemnifying Party hereunder that does not involve a claim or demand being asserted against or
sought to be collected from it by a third party, the Indemnified Party shall promptly send a Claim
Notice with respect to such claim to the Indemnifying Party; provided, that the failure to so
notify shall not limit the Indemnified Party's right to indemnification unless such failure
materially adversely affects the ability of the Indemnifying Party to defend such claim and then
only to such extent. If the Indemnifying Party does not notify the Indemnified Party within the
Notice Period that it disputes such claim, the amount of such claim shall be presumptively
deemed a liability of the Indemnifying Party hereunder.
5.4 Participation; Cooperation. The Indemnified Party will at all times also have the
right to participate fully in the defense at its own expense unless the third party Claim is made
both against an Indemnifying Party and an Indemnified Party and the Indemnified Party has been
advised by counsel that there are legal defenses available to such Indemnified Party that are
materially different from those available to the Indemnifying Party, in which case the fees and
expenses of one counsel in respect of such claim incurred by the Indemnified Party will be paid
by Indemnifying Party. The parties will cooperate in the defense of all third -party Claims that
may give rise to indemnifiable Claims hereunder. In connection with the defense of any claim,
each party will make available to the party controlling such defense, any books, records or other
documents within its control that are reasonably requested in the course of such defense.
5.5 Limitation on Damages. Notwithstanding any other provision of this Agreement,
neither party will be liable to the other for any punitive, indirect, special, consequential or
incidental damages whatsoever. Sanborn's maximum aggregate liability to CLIENT shall be
limited to the aggregate dollar value of fees paid to Sanborn by CLIENT pursuant to the terms
hereof. EXCEPT FOR THE EXPRESS WARRANTIES MADE OR REFERENCED IN THIS
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AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE AS TO ANY
ITEMS OR SERVICES PROVIDED UNDER THIS AGREEMENT. The parties mutually agree
that any warranty for the orthophotography Deliverables shall be as contained in Sanborn's
Standard Warranty and Procedures - Ortho Products in Exhibit D; and any warranty for the
oblique imagery and software Deliverables shall be as contained in the EULAs governing their
use.
5.6 Governmental Immunity. No term or condition of this Agreement 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.
Article 6 Miscellaneous.
6.1 This Agreement is made in the State of Colorado, and shall for all purposes be
construed in accordance with the laws of said State, without reference to choice of law
provisions.
6.2 This Agreement is performable in, and venue of any action related or pertaining to
this Agreement shall lie in, Weld County, Colorado.
6.3 This Agreement and its Exhibits contains the entire agreement between CLIENT
and Sanborn and supersedes any and all previous agreements, written or oral, between the parties
relating to the subject matter hereof. No amendment or modification of the terms of this
Agreement shall be binding upon the parties unless reduced to writing and signed by both parties
as described in sections 6.9 and 6.10.
6.4 This Agreement may be executed in counterparts, each of which shall be deemed
an original.
6.5 In the event any provision of this Agreement is held illegal or invalid, the
remaining provisions of this Agreement shall not be affected thereby.
6.6 The waiver of a breach of any provision of this Agreement by either party or the
failure of either party otherwise to insist upon strict performance of any provision hereof shall
not constitute a waiver of any subsequent breach or of any subsequent failure to perform.
6.7 Notice required under this Agreement shall be in writing and either personally
delivered; sent by certified mail, return receipt requested; sent by common courier (i.e., UPS,
FedEx), with proof of delivery; or sent electronically (i.e., Facsimile, Email), with delivery/read
receipt/confirmation, to CLIENT at its principal executive offices in section 1.8 or to Sanborn,
Attention: Corporate Contracts at the last address filed by it in writing with CLIENT.
6.8 This Agreement shall be binding upon and inure to the benefit of the parties and
their respective heirs, representatives and successors. Neither party may assign this Agreement to
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a successor without the prior written approval of the other party; such approval which shall not
be unreasonably withheld.
6.9 This Agreement may only be modified through written amendment or Change
Request Form as described in section 6.10, and signed by authorized representatives of the
parties. CLIENT understands and agrees that Sanborn's sales personnel are not and shall not be
considered as authorized representatives for the purpose of amending or modifying this
Agreement as described in this section 6.9 or section 6.10 during its performance.
6.10 The Exhibits to this Agreement and any Purchase Order(s) issued hereunder may
only be modified through the Change Request process which requires that any change to the
specifications, deliverables, acceptance criteria, delivery schedule, fees or invoicing and payment
terms be clearly quantified and reduced to writing utilizing a Change Request Form, and signed
by authorized representatives of the parties.
6.11 All claims, disputes, and other matters in question between the parties arising out
of or relating to this Agreement or the breach thereof, shall be formally discussed and negotiated
between the parties for resolution. In the event that the parties are unable to resolve the claims,
disputes, or other matters in question within thirty (30) days of written notification from the
aggrieved party to the other party, the aggrieved party shall be free to pursue all remedies
available at law or in equity.
6.12 The parties acknowledge that certain equipment, products, software and technical
information provided pursuant to this Agreement may be subject to United States export laws
and regulations and agrees that any use or transfer of such items must be authorized by the
appropriate United States government agency. The parties shall not directly or indirectly use,
distribute, transfer or transmit any item and/or information (even if incorporated into other
equipment, products, software or technical information) except in compliance with United States
export laws and regulations.
6.13 Sanborn may propose technology enhancement of Deliverables being provided
under this Agreement or any Purchase Order(s) issued hereunder whenever newer technology
becomes available that may save money, improve performance, or improve adherence to
specifications. All proposed upgrades must meet the following requirements: (i) all mandatory
requirements of this Agreement and any Purchase Order(s) must continue to be met, (ii) the
proposed upgrade or enhancement will result in at least equal operability, maintainability,
reliability, and overall performance while providing some additional benefit or advantage to
CLIENT, (iii) the change will be mutually negotiated between the parties, (iv) as a minimum, the
following information must be submitted by Sanborn with each such proposal: (a) a description
of the difference between the existing Agreement and/or Purchase Order requirement and the
proposed change along with the comparative advantages and disadvantages of each, (b)
suggested Agreement and/or Purchase Order requirements which should be changed if the
proposed technology enhancement is adopted, (c) a complete pricing proposal that evidences the
commerciality of the pricing (the price for the upgraded product/service or configuration can be
no greater than the standard commercial price of the replacement product/service), (v) an
evaluation of the proposed change's effect on collateral costs, costs of related items, and costs of
maintenance and operation, as applicable, (vi) timing as to when the modification adopting the
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technology enhancement must be issued to ensure the maximum benefit to CLIENT, and (vii)
identify any effect on the Agreement and/or Purchase Order completion or delivery schedule.
IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date.
THE SANBORN MAP COMPANY, INC.
By: c1& , r
Nam •John R. Copp e
Title: President/CEO
THE BOARD OF COUNTY
COMMISSIONERS OF WELD COUNTY,
COLORADO
By:
Name: Scott K. James
Title: Chair MAR 0 'l 2022
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c,20a/ -35
Sanborn
EXHIBIT A
Services and Deliverables
1. Sanborn's Technical Proposal and Price Proposal dated November 22, 2021 and
its Addendum dated January 4, 2022; with the following Deliverables selected:
a. 3 -inch resolution Oblique Imagery
b. Sanborn Oblique Analyst®,
i. Includes 12 -months of data hosting
ii. Includes additional cache zoom level (22)
c. Tiled Quick-Orthoimagery via external drive
2. CLIENT RFP #B2100128 for AS -1298 2022 Aerial Imagery Purchase dated
November 3, 2021 and its Addenda
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sanborn
EXHIBIT B
Compensation
CLIENT shall pay, and Sanborn agrees to accept as full consideration for its Services and
Deliverables under Exhibit A of this Agreement, the firm -fixed price of Six Hundred Thirty-five
Thousand, Seven Hundred Thirty dollars and Zero cents ($635,730.00).
Mobilization costs in the amount of 10% of the total price will be invoiced and paid upon survey
and flight plan approval for all expenses incurred to collect the aerial data necessary for the
project. Invoices shall be submitted thereafter based upon the delivery milestones as follows:
■ 30% of the total price upon acquisition completion
■ 20% of the total price upon survey report and AT report delivery
■ 30% of the total price upon initial imagery delivery by area
■ 10% of the total price upon final acceptance
Payment terms are thirty (30) days from receipt of invoice. There shall be no retainage of any
invoiced amount.
Remit Payments to:
By Check:
The Sanborn Map Company, Inc.
1935 Jamboree Drive, Suite 100
Colorado Springs, CO 80920-5358
(or) By Wire:
J.P. Morgan Chase & Co.
ABA Routing Number: 102001017
Account Number: 337889916
Should any of CLIENT's payments be delayed by more than thirty (30) days from their due date,
Sanborn shall have the right to take any one or more of the following actions:
• Stop -work without further obligation, liability, damages or penalty until all past -due
payments are received;
• Collect interest on past -due payments in accordance with applicable laws and regulations;
Services Agreement v12; 7/23/2020 B-1
• File appropriate liens against Services and Deliverables for which payment has not been
received;
• Terminate this Agreement and collect all payments due in accordance with section 4.1
using all methods available at law and in equity.
CLIENT shall pay, and Sanborn agrees to accept as full consideration for any additional
Services and Deliverables under this Agreement, invoices for work performed at CLIENT's
request through mutually negotiated Purchase Orders.
Services Agreement v12; 7/23/2020
Sanborn
EXHIBIT C
End User License Agreements (EULAs)
Sanborn Oblique Imagery End -User License Agreement
BEFORE DOWNLOADING, INSTALLING OR USING THE SANBORN OBLIQUE IMAGERY, PLEASE
CAREFULLY READ THE TERMS OF THIS AGREEMENT.
DOWNLOAD, INSTALLATION OR USE OF SANBORN DATA INDICATES THAT YOU HAVE READ THIS
AGREEMENT AND INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS END -USER LICENSE AGREEMENT,
DO NOT PROCEED WITH DOWNLOAD OR INSTALLATION OF THE SANBORN DATA.
UNLICENSED USE OF THE SANBORN DATA IS A VIOLATION OF LAW, INCLUDING WITHOUT
LIMITATION, THE U.S. AND INTERNATIONAL COPYRIGHT LAWS.
IF YOU AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE DOWNLOAD AND INSTALL THE SANBORN
DATA AND YOU WILL BE GRANTED A LICENSE TO USE THE SANBORN DATA AS SET FORTH BELOW.
The Sanborn Map Company, Inc. ("Sanborn") grants a non-exclusive, non -transferable, royalty -free,
perpetual license (the "License") to you to install, download, use, copy, transmit, share, distribute and
post via the world wide web Sanborn Oblique Imagery, including any services, documentation, data and
information you receive in connection therewith (the "Data") on the express condition that you agree to
the terms and conditions of the license as set forth herein (the "Agreement"):
1. License Granted
(a) The License granted by this Agreement provides for the following use: Permits access to, or delivery
or transmission of the Data to or from your computer system to install, download, use, copy, transmit,
share, or distribute the Data and post the Data via the world wide web on a per user license
arrangement for individual users, and/or permits access to, or delivery or transmission of the Data to or
from your local area network to install, download, use, copy, transmit, share, or distribute the Data and
post the Data via the world wide web for an unlimited number of users for agency/organization users, at
and/or from the address set forth on your order form.
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(b) This Agreement is subject to Sanborn's agreements with its data suppliers, as may be imposed or
modified from time to time. Any data available to you under this Agreement that is provided to Sanborn
by third party data suppliers is expressly conditioned on Sanborn's agreements with such data suppliers.
Sanborn shall cease delivery of such data to you upon termination of the license granted by such data
suppliers to Sanborn to distribute such data.
2. No Warranties
DISCLAIMER. SANBORN OFFERS A LIMITED, 90 DAY WARRANTY THAT ALL DATA PURCHASED IS
COMPLETE AS PER YOUR ONLINE ORDER FULFILLMENT CONFIRMATION AND SUBSTANTIALLY
CONFORMS TO THE PUBLISHED DATA SPECIFICATIONS. SANBORN MAKES NO WARRANTIES AS TO THE
DATA, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. IN NO EVENT
SHALL SANBORN BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF
PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE MANUFACTURE, SALE OR SUPPLY OF THE DATA WHETHER OR NOT SANBORN HAS
BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.
3. Limitation on Liability
(a) The Data provided hereunder is obtained or derived by Sanborn from sources, in a manner that
Sanborn, using commercially reasonable resources, has reason to believe are reliable. Sanborn and its
suppliers shall have no liability to you, or a third party, for errors, omissions or malfunctions in the Data,
other than the obligation of Sanborn to use commercially reasonable efforts, upon receipt of notice
from you, to correct a malfunction, error, or omission in any Data. Sanborn, at its option and expense,
may either (a) replace the Data, or (b) refund the purchase price you paid upon receipt of the Data.
(b) Sanborn shall not be liable for any claim or demand against you by a third party.
(c) Neither party shall be liable for any delay by reason of circumstances beyond its control, including
acts of civil or military authority, national emergencies, fire, flood or catastrophe, acts of God,
insurrection, war, riots, or failure beyond its control of transportation or power supply.
4. Proprietary Information
You acknowledge that the data and information contained in the Data constitute copyrighted, trade
secret or proprietary information of substantial value to Sanborn or its suppliers (collectively
"Proprietary Information"). You shall treat Proprietary Information as proprietary and shall not divulge,
nor permit any of your employees or agents to divulge, any Proprietary Information to any person or
entity, except as expressly permitted under this Agreement.
5. Copyright
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(a) You understand and acknowledge that the Data are a copyright of Sanborn and you agree that you
will insure that all copies of the Data, as well as any derivative works, will contain appropriate copyright
notices and that all notices, reproductions or advertisements of any kind will also credit Sanborn as the
source of the data.
(b) All Data and advertising must, minimally, be accompanied by the following copyright and credit
statements: O The Sanborn Map Company, Inc. (insert year). All Rights Reserved.
6. Limitations on Use of Data
(a) You agree to obtain access to or receive deliveries of the Data solely from Sanborn and/or its
authorized distributors or resellers.
(b) You agree to use the Data, the information and data contained in the Data, or any portion thereof
(also, the "Data") solely for: either your internal use and benefit, or your transfer or disposition to, for
internal use by or for the benefit of, any other person or entity as expressly permitted under this
Agreement; and, not for any resale or commercial use by you or any other person or entity.
(c) You shall not use the Data for any unlawful purpose.
(d) You are specifically prohibited from charging, or requesting donations, for any copies of or derivative
works of the Data, however made, and from charging, or requesting donations, for any copies of or
derivative works of the Data, however made, which are incorporated into and/or combined or bundled
with other data or products of any kind, commercial or otherwise.
(e) You may disseminate reports and analyses that contain "insubstantial" portions of the Data by either
hard copy or view only access; provided that such dissemination is for human cognition only and not for
manipulation in machine readable form ("Hard Copy Redistribution"). "Insubstantial" means those
portions of Data which in the aggregate do not form a significant part of the Data from which they were
derived, combined or revised. You may make an unlimited number of print and internet display copies
of the Data for use by any other person or entity as expressly permitted under this Agreement, provided
that: (1) all copies include the copyright notice prominently displayed in or adjacent to the Data; (2) you
may not sell any copies made for such purposes; (3) with the exception provided by (4) below, you will
prohibit and prevent this data from being downloaded or screen captured by such other persons or
entities; and (4) you may display Data on the Internet in JPEG format that is non-geo-referenced and
degraded from its original form.
(f) You may post the Data or derivative works at full resolution on the world wide web under the
following conditions: The Data and derivative works may be posted at full resolution for non-commercial
purpose in a nondownloadable, non -distributable fashion and in a manner that does not allow a third
party to extract or access the Data as a standalone file.
(g) If you transmit, share, or distribute the Data or post the Data via the world wide web to any person
or entity as expressly permitted under this Agreement; you shall ensure that such persons or entities
receive and/or have access to such Data expressly pursuant and subject to all terms, conditions, and
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limitations contained in, and terms, conditions and limitations no less restrictive than those contained
in, this Agreement.
7. Intellectual Property
Sanborn retains and will hold all ownership rights in all intellectual property embodied in the Data
including without limitation all trademarks, trade names, copyrights, service marks, source code, object
code, documentation or data contained in the Data, the Data itself or any derivative works or
modifications of any kind thereto. Nothing contained herein shall be deemed a transfer by Sanborn of
any rights therein, nor a right to customize, manage or otherwise manipulate the Data.
Sanborn is advised that as a public entity, Licensee must comply with the provisions of the Colorado
Open Records Act (CORA), C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee
the confidentiality of all documents. In the event that Licensee receives a request under the CORA for
any documents provided by Sanborn that may be subject to release, Licensee shall promptly notify
Sanborn thereof so that Sanborn thereof, so that Sanborn may seek a protective order or other assert
any applicable exemption from disclosure under CORA.
8. Termination
Upon failure of a party to comply with any material provision of this Agreement, the other party may
terminate this Agreement on thirty (30) days written notice thereof if such material breach is not cured
within such thirty day period. Either party may terminate this Agreement for any reason upon thirty (30)
days written notice to you. Upon the termination or expiration of this Agreement, you will immediately
return or destroy all the Data.
9. Taxes & Other Charges
You shall be responsible for paying any applicable (i) sales, use, excise, value-added, or other tax or
governmental charges imposed on the license granted hereunder, (ii) freight, insurance, and installation
charges, and (iii) import/export duties or like charges that are not the responsibility of Sanborn. Any
such charges, if applicable, are included in the Agreement price.
10. General
(a) You acknowledge that the download and/or installation of the Data on a computer system
constitutes acceptance of this Agreement in its entirety.
(b) This Agreement constitutes the entire understanding of the parties with respect to the Data and
supersedes all prior or collateral agreements or understandings. No waiver or modification shall be valid
or binding unless in writing and signed by the party to be charged thereby. You acknowledge that you
have not relied on any representation by Sanborn or its employees or agents other than those
incorporated herein, and further you have had the time and opportunity to obtain the advice of legal
counsel concerning the terms and conditions hereof.
Services Agreement v12; 7/23/2020
(c) This Agreement shall be governed by, and construed in accordance with, the laws of the State of
Colorado without giving effect to any choice of law or conflict of law provision that would cause the
application of the laws of any other jurisdiction other than the State of Colorado. Each of the parties
agrees that any dispute relating to or arising from this Agreement or the transactions contemplated
hereby shall be resolved only in the state or federal courts located in Denver, Colorado and the
appellate courts having jurisdiction of appeals from such courts. Each of the parties hereby irrevocably
and unconditionally (i) submits for itself and its property in any legal action relating to this Agreement or
the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect
thereof, to the exclusive jurisdiction of the state and federal courts in Denver, Colorado and appellate
courts having jurisdiction of appeals from any of the foregoing, and each of the parties hereto
irrevocably and unconditionally agrees that all claims in respect of any such legal action shall be heard
and determined in such courts; and (ii) consents that any such legal action may and shall be brought in
such courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of
any such legal action in any such court or that such legal action was brought in an inconvenient court
and agrees not to plead or claim the same.
(d) You may not assign this Agreement by operation of law, novation or change of ownership without
Sanborn's expressed written consent. Sanborn may assign this Agreement by operation of law, novation
or change of ownership without restriction or limitation.
(e) Wherever possible the provisions of this Agreement shall be interpreted in a manner to be effective
and valid under applicable law, but if prohibited or invalid, such provision shall only be ineffective to the
extent required by law, without invalidating (to the extent possible) the intent of or remainder of such
provision or other provisions.
(f) Notices required under this Agreement, if to you, shall be sent to the address you provide to Sanborn,
and if to Sanborn, shall be sent to The Sanborn Map Company, Inc., 1935 Jamboree Drive, Suite 100,
Colorado Springs, CO 80920, Attention: President.
(g) The provisions of this Agreement shall survive any termination or expiration of this Agreement.
(h) The parties expressly exclude from this Agreement the applications of the United Nations Convention
on Contracts for the International Sale of Goods, and further exclude from this Agreement the
applications of the International Sale of Goods Contracts Convention Act, S.C. 1990-1991, c. 13, and the
International Sale of Goods Act, R.S.O. 1990, C.I.10, as amended.
Services Agreement v12; 7/23/2020
Sanborn Oblique Analyst® Software End -User License Agreement
BEFORE DOWNLOADING, INSTALLING OR USING THE SANBORN OBLIQUE ANALYST® SOFTWARE,
PLEASE CAREFULLY READ THE TERMS OF THIS AGREEMENT.
DOWNLOAD, INSTALLATION OR USE OF THE SANBORN PRODUCTS INDICATES THAT YOU HAVE READ
THIS AGREEMENT AND INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS END -USER LICENSE AGREEMENT,
DO NOT PROCEED WITH DOWNLOAD OR INSTALLATION OF THE PRODUCTS.
THIS IS NOT FREE DATA, FREE PRODUCT OR FREE WARE. UNLICENSED USE OF THE SANBORN
PRODUCTS IS A VIOLATION OF LAW, INCLUDING WITHOUT LIMITATION, THE U.S. AND
INTERNATIONAL COPYRIGHT LAWS.
IF YOU AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE DOWNLOAD AND INSTALL THE SANBORN
PRODUCTS, AND YOU WILL BE GRANTED A LICENSE TO USE THE SANBORN PRODUCTS AS SET FORTH
BELOW.
The Sanborn Map Company, Inc. ("Sanborn") grants a non-exclusive, non -transferable, perpetual license
(the "License") to you to install, download, use, copy or transmit the Sanborn Oblique Analyst® Software
including Browser -Based Oblique Image Viewer and ArcGIS Oblique Extension, and any services,
documentation, data and information you receive in connection therewith (the "Products"), on the
express condition that you agree to the terms and conditions of the license as set forth herein (the
"Agreement"):
1. License Granted
(a) The License granted by this Agreement provides for the following use: Permits access to, or delivery
or transmission of the Products to or from your computer system to install, download, use, or copy the
Products on a per user license arrangement for individual users, and/or permits access to, or delivery or
transmission of the Products to or from your local area network to install, download, use, or copy the
Products for an unlimited number of users for agency/organization users, at the address set forth on
your order form.
(b) This Agreement is subject to Sanborn's agreements with its data suppliers, as may be imposed or
modified from time to time. Any data available to you under this Agreement that is provided to Sanborn
by third party data suppliers is expressly conditioned on Sanborn's agreements with such data suppliers.
Sanborn shall cease delivery of such data to you upon termination of the license granted by such data
suppliers to Sanborn to distribute such data.
2. No Warranties
Services Agreement v12; 7/23/2020
DISCLAIMER. SANBORN MAKES NO WARRANTIES AS TO THE PRODUCTS, WHETHER EXPRESS OR
IMPLIED, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. IN NO EVENT SHALL SANBORN BE LIABLE TO YOU
OR ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR
CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR
LOSS OF USE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE
MANUFACTURE, SALE OR SUPPLY OF THE PRODUCTS WHETHER OR NOT SANBORN HAS BEEN ADVISED
OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.
3. Limitation on Liability
(a) The Products provided hereunder are obtained or derived by Sanborn from sources, in a manner that
Sanborn, using commercially reasonable resources, has reason to believe are reliable. Sanborn and its
suppliers shall have no liability to you, or a third party, for errors, omissions or malfunctions in the
Products, other than the obligation of Sanborn to use commercially reasonable efforts, upon receipt of
notice from you, to correct a malfunction, error, or omission in any Products. Sanborn, at its option and
expense, may either (a) replace the Products, or (b) refund the purchase price you paid upon receipt of
the Products.
(b) Sanborn shall not be liable for any claim or demand against you by a third party.
(c) Neither party shall be liable for any delay by reason of circumstances beyond its control, including
acts of civil or military authority, national emergencies, fire, flood or catastrophe, acts of God,
insurrection, war, riots, or failure beyond its control of transportation or power supply.
4. Proprietary Information
You acknowledge that the data and information contained in the Products constitute copyrighted, trade
secret or proprietary information of substantial value to Sanborn or its suppliers (collectively
"Proprietary Information"). You shall treat Proprietary Information as proprietary and shall not divulge,
nor permit any of your employees or agents to divulge, any Proprietary Information to any person or
entity, except as expressly permitted under this Agreement.
Sanborn is advised that as a public entity, Licensee must comply with the provisions of the Colorado
Open Records Act (CORA), C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee
the confidentiality of all documents. In the event that Licensee receives a request under the CORA for
any documents provided by Sanborn that may be subject to release, Licensee shall promptly notify
Sanborn thereof so that Sanborn thereof, so that Sanborn may seek a protective order or other assert
any applicable exemption from disclosure under CORA
5. Copyright
(a) You understand and acknowledge that the Products are a copyright of Sanborn and you agree that
you will insure that all copies of the Products will contain appropriate copyright notices and that all
notices, reproductions or advertisements of any kind will also credit Sanborn as the source of the data.
Services Agreement v12; 7/23/2020
(b) All Products and advertising must, minimally, be accompanied by the following copyright and credit
statements: O The Sanborn Map Company, Inc. (insert year). All Rights Reserved.
6. Limitations on Use of Products
(a) You agree to obtain access to or receive deliveries of the Products solely from Sanborn and/or its
authorized distributors or resellers.
(b) You agree to use the Products solely for your internal use and benefit as expressly described in
Section 1(a) above, and not for resale or other transfer or disposition to, or use by or for the benefit of,
any other person or entity, except as follows: Use of the Products is limited to use by you, temporarily
on another computer system while your computer is inoperative, or on a replacement computer system
upon advance written consent by Sanborn. The information and data contained in the Products, or any
portion thereof (also, the "Products"), may not be transferred to or used on any other computer system
except for as provided above.
(c) You may disseminate reports and analyses that contain "insubstantial" portions of the Products by
either hard copy or view only access; provided that such dissemination is for human cognition only and
not for manipulation in machine readable form ("Hard Copy Redistribution"). "Insubstantial" means
those portions of Products which in the aggregate do not form a significant part of the Products from
which they were derived, combined or revised. You may make an unlimited number of print and
internet display copies of the Products for use by any other person or entity as expressly permitted
under this Agreement, provided that: (1) all copies include the copyright notice prominently displayed in
or adjacent to the Products; (2) you may not sell any copies made for such purposes; (3) with the
exception provided by (4) below, you will prohibit and prevent this data from being downloaded or
screen captured by such other persons or entities; and (4) you may display Products on the Internet in
JPEG format that is non-geo-referenced and degraded from its original form. Other than Hard Copy
Redistribution, no other redistribution of the Products is permitted.
(d) You shall not use the Products for any unlawful purpose.
(e) You are specifically prohibited from charging, or requesting donations, for the Products or any copies
of the Products, however made, and from charging, or requesting donations, for the Products or any
copies of the Products, however made, which are combined or bundled with other data or products of
any kind, commercial or otherwise.
(f) You are specifically prohibited from the reverse engineering of any kind of, or the creation of derived
applications or data of any kind from, the Products and/or the information and data contained in the
Products, or any portion thereof (also, the "Products").
(g) You are specifically prohibited from transmitting, sharing, or distributing the Products or posting the
Products via the world wide web to any person or entity except as expressly permitted under this
Agreement.
7. Intellectual Property
Services Agreement v12; 7/23/2020
Sanborn retains and will hold all ownership rights in all intellectual property embodied in the Products
including without limitation all trademarks, trade names, copyrights, service marks, source code, object
code, documentation or data contained in the Products, the Products themselves or any modifications
of any kind thereto. Sanborn's ownership in the Products, as set forth herein, shall also apply to any
derivative works of any kind thereto which are created in violation of this Agreement. Nothing
contained herein shall be deemed a transfer by Sanborn of any rights therein, nor a right to customize,
manage or otherwise manipulate the Products.
8. Termination
Upon failure of a party to comply with any material provision of this Agreement, the other party may
terminate this Agreement on thirty (30) days written notice thereof if such material breach is not cured
within such thirty day period. Either party may terminate this Agreement for any reason upon thirty (30)
days written notice to you. Upon the termination or expiration of this Agreement, you will immediately
return or destroy all the Products.
9. Taxes & Other Charges
You shall be responsible for paying any applicable (i) sales, use, excise, value-added, or other tax or
governmental charges imposed on the licensing or use of the Products granted hereunder, (ii) freight,
insurance, and installation charges, and (iii) import/export duties or like charges that are not the
responsibility of Sanborn. Any such charges, if applicable, are included in the Agreement price.
10. General
(a) You acknowledge that the download and/or installation of the Products on a computer system
constitutes acceptance of this Agreement in its entirety.
(b) This Agreement constitutes the entire understanding of the parties with respect to the Products and
supersedes all prior or collateral agreements or understandings. No waiver or modification shall be valid
or binding unless in writing and signed by the party to be charged thereby. You acknowledge that you
have not relied on any representation by Sanborn or its employees or agents other than those
incorporated herein, and further you have had the time and opportunity to obtain the advice of legal
counsel concerning the terms and conditions hereof.
(c) This Agreement shall be governed by, and construed in accordance with, the laws of the State of
Colorado without giving effect to any choice of law or conflict of law provision that would cause the
application of the laws of any other jurisdiction other than the State of Colorado. Each of the parties
agrees that any dispute relating to or arising from this Agreement or the transactions contemplated
hereby shall be resolved only in the state or federal courts located in Denver, Colorado and the
appellate courts having jurisdiction of appeals from such courts. Each of the parties hereby irrevocably
and unconditionally (i) submits for itself and its property in any legal action relating to this Agreement or
the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect
thereof, to the exclusive jurisdiction of the state and federal courts in Denver, Colorado and appellate
Services Agreement v12; 7/23/2020
courts having jurisdiction of appeals from any of the foregoing, and each of the parties hereto
irrevocably and unconditionally agrees that all claims in respect of any such legal action shall be heard
and determined in such courts; and (ii) consents that any such legal action may and shall be brought in
such courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of
any such legal action in any such court or that such legal action was brought in an inconvenient court
and agrees not to plead or claim the same.
(d) You may not assign this Agreement, or your rights or obligations contained herein, by operation of
law, novation, change of ownership or otherwise without Sanborn's expressed written consent. Sanborn
may assign this Agreement by operation of law, novation or change of ownership without restriction or
limitation.
(e) Wherever possible the provisions of this Agreement shall be interpreted in a manner to be effective
and valid under applicable law, but if prohibited or invalid, such provision shall only be ineffective to the
extent required by law, without invalidating (to the extent possible) the intent of or remainder of such
provision or other provisions.
(f) Notices required under this Agreement, if to you, shall be sent to the address you provide to Sanborn,
and if to Sanborn, shall be sent to The Sanborn Map Company, Inc., 1935 Jamboree Drive, Suite 100,
Colorado Springs, CO 80920, Attention: President.
(g) The provisions of this Agreement shall survive any termination or expiration of this Agreement.
(h) The parties expressly exclude from this Agreement the applications of the United Nations Convention
on Contracts for the International Sale of Goods, and further exclude from this Agreement the
applications of the International Sale of Goods Contracts Convention Act, S.C. 1990-1991, c. 13, and the
International Sale of Goods Act, R.S.O. 1990, C.1.10, as amended.
Services Agreement v12; 7/23/2020 10
sanborn
EXHIBIT D
Standard Warranty and Procedures — Ortho Products
1.0. Limited Warranty Period and Remedy Procedures
The Sanborn Map Company, Inc. (Sanborn) will use its commercially reasonable efforts to
render services/deliverables (product or products) under the Agreement in a professional and
business -like manner and in accordance with the standards and practices recognized in the
industry.
After delivery to CLIENT, the warranty period will be as described in 1.0.1. Sanborn warrants
that the delivered products will meet or exceed the requirements as stated in the Agreement
scope of work. Sanborn will correct, at no additional cost to CLIENT, all errors identified during
the warranty period that result in a failure of the products to meet the requirements.
1.0.1. Sanborn warrants the delivered products to CLIENT for twelve (12) months (1 year)
following final delivery to CLIENT. Sanborn will repair or replace any products that are not in
compliance with project specifications. Repair or replacement is determined by Sanborn.
1.0.1.1. The warranty provided by Sanborn is based on the product conforming to
mutually agreeable acceptance criteria, established by Sanborn and CLIENT and
incorporated into the Agreement, governing the review of the delivered products.
1.0.1.1.1. All reviews/data inspections are to be performed at the map scale specified for
the delivered product. All image quality reviews are to be performed at not greater than
a 1.2:1 map scale of the specification for the delivered product.
1.0.1.1.2. Sanborn is not responsible for any anomalies or imperfections apparent at
higher levels of zoom beyond a review scale: Map Scale of 1:2:1.
1.0.1.1.3. All alignments, seams, etc. will meet the specification as agreed to with
CLIENT and incorporated into the Agreement. Accuracy measurements will conform
to the standard as specified for the specific delivered product and conform to the
mutually agreed acceptance criteria contained in the Agreement. Most accuracy
measurements are the result of sampling and allow for outlying points, therefore a
photogrammetric methodology must be undertaken to perform accurate assessments.
Only clearly defined points can be used in this process. The criteria only apply to
unambiguous measurements on clearly defined features. CLIENT or CLIENT's
representatives will perform the photogrammetric measuring procedures as
appropriate. These measurements will be verified by Sanborn for any deficient
products.
1.0.1.1.4. Radiometry/Color balancing is often subjective. Sanborn only warrants the
imagery will meet the radiometry specification agreed to with CLIENT for the imagery
region identified with CLIENT.
Services Agreement v12; 7/23/2020 D-1
1.0.2. If CLIENT believes that a delivered product does not meet the project specifications, and
has evaluated the product against the acceptance criteria; CLIENT may submit a request for
review. A determination should be made of the specific non-compliance by checking the
questionable characteristic against the acceptance criteria before submitting a claim against the
warranty. Submissions should include complete information, including tile name, location within
tile, nature of the problem and the relationship to the acceptance criteria. A screen shot (jpg or
bmp) is also requested.
1.0.2.1. The request for review will be sent by email to sbenham(i sanborn.com or by
mail to Weld County Warranty, c/o The Sanborn Map Company, Inc., 1935
Jamboree Drive, Colorado Springs, CO, 80920-5358. Sanborn will review the
information provided and the product. If Sanborn agrees, repair or replacement
will occur within thirty (30) days. If Sanborn disagrees, the claim will be returned to
CLIENT with a request for mediation.
SANBORN MAKES OR PROVIDES NO OTHER WARRANTY, EXPRESS OR IMPLIED,
WRITTEN OR ORAL; AND DISCLAIMS, WITHOUT LIMITATION, ANY AND ALL
IMPLIED WARRANTIES OF MERCHANTABILITY, INTEGRATION, TITLE AND
FITNESS FOR A PARTICULAR USE OR PURPOSE. IN NO EVENT SHALL SANBORN BE
LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, FOR ANY PUNITIVE, INDIRECT, SPECIAL, EXEMPLARY,
CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, BUT
NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES)
ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE
MANUFACTURE, SALE OR SUPPLY OF THE PRODUCTS WHETHER OR NOT
SANBORN HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED
THE POSSIBILITY OF SUCH DAMAGES.
Services Agreement v12; 7/23/2020
New Contract Request
•ii!nTtTfl
Entity Namet Entity ID *
THE SANBORN MAP COMPANY, INC 00037447
Contract Nam
2022 AERIAL IMAGERY COLLECTION
Contract Status
CTB REvviE W
Contract Description *
COUNTYWIDE IMAGERY COLLECTION
Contract Description 2
Contract Type*
Department
AGREEMENT
INFORMATION
TECHNOLOGY-GIS
mount*
$6357 3000 30.0€t
Department ent ail
CM-
Ren * a
InformationTechnologgy IS9)
NO
weldgov.co
Automatic Renewal
Department Head Email
CM -
Grant
InformationTechnologvGIS-
OeptHead` ' elcigov.conn
IGA
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COU NTYATTORNEYWELDG
OV.COM
If this is a renewal enter
previous Contract ID
❑ New Entity?
Contract ID
5635
Contract Lead
JMUNOT
Contract Lead Email
jnundt9,co.weId.co,us
Parent Contract ID
Requested ROCC Agenda Due Date
Date* 6226:2022
03/02/2022
Will a work session with ROCC be required?*
NO
Does Contract require Purchasing Dept. to be i' l uded?
NO
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in
OnEase
Contract Dates
Effective Date Review Date * Renewal Date
02'01 2023
Termination Notice Period Committed Delivery Date Expiration Date k
02 242023
Contact Information
Contact Info
Contact Name
Purchasing
Purchasing Approver
CONSENT
Approval Process
Department Head
RYAN ROSE
DH Approved Date
0228 2022
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
03 07;2022
Originator
JMUNDT
Contact Type
Contact Email
Contact Phone 1 Contact Phone 2
Purchasing Approved Date
03:282022
Finance Approver
CONSENT
finance Approved Date
02282022
Tyler Ref #
AC 030722
Legal Counsel
CONSENT
Legal Counsel Approved Date
02;28 2022
MEMORANDUM
TO: Esther Gesick, Clerk to the Board January 10, 2022
FROM: Ryan Rose, Chief Information Officer
SUBJECT: B2100128, Aerial Imagery
BOCC Approval Date: January 10, 2022
Proposals were received and opened on 11/22/2021 for Aerial Imagery (AS -1298).
Two (2) proposals were received, but after initial review and product demonstrations,
technical clarification and revised pricing to include additional options was required from
both vendors. Upon receipt of the revised responses on 1/5/2022, the review committee
agreed that higher resolution (3") imagery would better support the business
requirements of multiple Departments. Attached are the revised bid tabulation summary
and the RFP scoring summary for your information.
County staff reviewed all proposals, with total bids ranging from $638,730 to $835,399.
Sanborn out of Colorado Springs, Colorado proposed the lowest cost solution of
$638,730 and meets the required functionality. This cost includes the imagery, the first
year of hosting, and all required professional services.
With the above information, I recommend the BOCC award the Aerial Imagery to
Sanborn for a total amount of $638,730.
G2 tl 3365
�7OL Io
B2100128, Aerial Imagery
Summary of Scoring
IN t . ®
_
.«irn
Functionality 40
33.9
33.6
Demo
30
26.5
22.3
Cost
20
10.0
20.0
References
10
7.7
9.0
TOTAL
100
78.1
84.8
DATE OF BID:
REQUEST FOR:
DEPARTMENT:
BID NO:
PROJECT NAME:
PRESENT DATE:
APPROVAL DATE:
WELD COUNTY Dept. of Information Technology
PO Box 758 / 1401 North 17th Avenue, Greeley CO 80632
E-mail: jmundt@weldgov.com
Phone: (970) 400-2521
Fax: (970) 304-6572
November 22, 2021
Aerial Imagery
INFORMATION TECHNOLOGY
#B2100128
AS -1298 2022 Aerial Imagery Purchase
12/8/21
1/10/22
Vendor Name
Product
Total Bid Amount
Address
(includes software and support)
Sanborn
3" Countywide Orthophotography with Obliques
$638,730
1935 Jamboree Drive
Including first year recurring fees @ $10,450/yr
Colorado Springs, CO
EagleView
3" Countywide Orthophotography with Obliques
$835,399
25 Methodist Hill Dr
Including first year recurring fees @ 3,300/yr
Rochester, NY 14623
MEMORANDUM
TO: Esther Gesick, Clerk to the Board December 22, 2021
FROM: Ryan Rose, Chief Information Officer
SUBJECT: B2100128, Aerial Imagery
BOCC Approval Date: December 22, 2021
Proposals were received and opened on 11/22/2021 for Aerial Imagery (AS -1298).
Two (2) proposals were received ranging from $294,130 to $672,480. Attached is the
bid tabulation for your information.
This RFP seeks to procure new basemap imagery, used in our Property Portal and
other business applications. Additionally, the RFP seeks to collect oblique imagery,
which has utility for property valuation and various other County business requirements.
After reviewing bid responses and demonstrations of the products proposed, the review
team has determined that additional information is required from both vendors before an
award can be made. We're requesting technical clarification and revised Best and Final
Offer pricing, with expectations to return for final award to the BOCC on January 10,
2022.
026/ _ 3363
a%polo
DATE OF BID:
REQUEST FOR:
DEPARTMENT:
BID NO:
PROJECT NAME:
PRESENT DATE:
APPROVAL DATE:
WELD COUNTY Dept. of Information Technology
PO Box 758/1401 North 171h Avenue, Greeley CO 80632
E-mail: jmundt@weldgov.com
Phone: (970) 400-2521
Fax: (970) 304-6572
November 22, 2021
Aerial Imagery
INFORMATION TECHNOLOGY
#B2000128
AS -1298 2022 Aerial Imagery Purchase
12/8/21
12/22/21
Vendor Name Product
Address
EagleView Option 1: Single Collection (2022) Base
25 Methodist Hill Dr Purchase
Rochester, NY 14623
Option 2: Buy Up — Three Collections
2022, 2024, 2026)
Option 3: Buy Up — Enhanced Accuracy
(Additional cost ner collection)
Sanborn Option 1: Single Collection (2022) Base
1935 Jamboree Drive Purchase
Colorado Springs, CO
Option 2: Buy Up — Three Collections
2022, 2024, 2026)
Option 3: Buy Up — Enhanced Accuracy
(Additional cost per collection)
** Bids are being reviewed at this time by dept.**
Total Bid Amount
(includes software and support)
$723,834
$1,651,425
$120,000
$294,130
$827,758
$171,200
DATE OF BID:
REQUEST FOR:
DEPARTMENT:
BID NO:
PROJECT NAME:
PRESENT DATE:
APPROVAL DATE:
WELD COUNTY Dept. of Information Technology
PO Box 758 / 1401 North 17th Avenue, Greeley CO 80632
E-mail: jmundt@weldgov.com
Phone: (970) 400-2521
Fax: (970) 304-6572
November 22, 2021
Aerial Imagery
INFORMATION TECHNOLOGY
#B2100128
AS -1298 2022 Aerial Imagery Purchase
12/8/21
12/22/21
Vendor Name
Product
Total Bid Amount
Address
(includes software and support)
EagleView *
Option 1: Base Purchase — Single Collection
$672,480
25 Methodist Hill Dr
(2022)
Rochester, NY 14623
Option 2: Buy Up —Three Collections
$1,491,330
2022, 2024, 2026
Option 3: Buy Up — Enhanced Accuracy
$120,000
(Additional cost per collection)
Sanborn
Option 1: Base Purchase — Single Collection
$294,130
1935 Jamboree Drive
(2022)
Colorado Springs, CO
Option 2: Buy Up — Three Collections
$827,758
2022, 2024, 2026
Option 3: Buy Up — Enhanced Accuracy
$171,200
Additional cost per collection)
* This vendor included additional options in their bid that are not included in this bid summary
** Bids are being reviewed at this time by dept.**
2021-3353
V01811 1-1 oo to
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