HomeMy WebLinkAboutC03-197 Sanborn Colorado, LLC~©~- 19~-- 11 SERVICES AGREEMENT This SERVICES AGREEMENT ("Agreement") is made and entered into on this 2nd day of July, 2003, by and between Eagle County, Colorado, located at 500 Broadway, Eagle, Colorado 81631, ("County"), and Sanborn Colorado, L.L.C., a Delawaze limited liability corporation, with a corporate place of business at 1935 Jamboree Drive, Suite 100, Colorado Springs, CO 80920 ("Sanborn"). WITNESSETH: Sanborn is in the business of creating specialized Geographic Information Systems and Automated Mapping and Facilities Mapping products and services (hereinafter referred to as "AM/FM/GIS"), and County wishes to enter into this AGREEMENT with Sanborn in order to secure specific products and services from Sanborn in support of County's performance of its business and Sanborn herein presents itself as being qualified, capable and willing to supply such products and services, and County and Sanborn desire to enter into this written AGREEMENT, setting forth the terms and conditions of their contract. NOW, THEREFORE, County and Sanborn mutually agree as follows: 1. Scope of Work During the term of this Agreement, Sanborn shall provide the Services as detailed in the attached Scope of Work which is incorporated into this Agreement by reference. 2. Compensation The Contract Price to be paid to Sanborn by County for the performance of the Services as specified in Article 1, the Scope of Work, shall be nine thousand nine hundred sixty nine dollazs ($9,969.OOUSD). Sanborn shall submit monthly invoices to County based on percent complete of the Services. All invoices shall be payable within thirty (30) days of receipt of the invoice by the County. 3. Confidentiality Sanborn and County shall keep confidential all matters respecting software, specifications, test data, models, reports, correspondence, discussions, database design, and any other technical or commercial issues arising out of the performance of any Services under this Agreement, or prepared in connection therewith, and shall not without prior written consent of the other Party disclose any such matters. Such confidentiality shall exclude the aforementioned matters in the public domain or later made public through no fault of either Party and shall also exclude anything previously known by either Party or which is required to be disclosed by court order, statute, including any applicable public open records law. 4. Warranty Sanborn warrants and covenants to County that all services performed under this agreement shall be produced and performed in a skillful and workmanlike manner and shall comply with the specifications provided to County in Article 1, Scope of Work. Sanborn warrants that the products and services provided to County under this Agreement shall be free from defects in material and workmanship, as set forth in the specifications contained in Article 1 for a period of ninety (90) days after delivery. Furthermore, Sanborn warrants that all services provided by Sanborn hereunder shall not violate or conflict with any United States intellectual property rights of any third person including, but not limited to, copyrights, patents and trademazks. Services Agreement between Sanborn Colorado, L.L.C. and Eagle County • • 5. Liability Sanborn shall indemnify and hold the County and its officers and employees harmless from and against all claims, demands, suits, costs of defense, reasonable attorneys fees, witness fees of any type, losses, damages, expenses, and liabilities for injury or death of any person or persons, including but not limited to employees of the County, or damages to property, to which the County or its officers, agents or employees may be put or subjected as a result of any failure by Sasnborn to fulfill its obligations hereunder by reasons of any negligence or default on the part of Sanborn's directors, officers or employees, provided Sanborn receives written notice within ten (10) business days of the assertion of any such claim against the County whereupon Sanborn may at its option assume the defense and dispose of the claim in any manner of its choice (following which assumption Sanborn shall have no further obligation to the County for costs or expenses in connection therewith). 6. Term and Termination This Agreement shall be effective from the day noted in the preamble of this Agreement and shall remain in effect until terminated as provided in this Article. The County may purchase other goods and services as it may deem necessary by amending the Scope of Work and amending the Contract Price through negotiation with Sanborn. This Agreement may be terminated by either party without cause and for any or no reason upon thirty calendaz days (30) days written notice to the other party. This Agreement may be terminated immediately for cause upon written notice by either party. If terminated for cause, the written notice shall state with specificity the cause or reasons for termination. Termination, with or without cause, shall not release the County of its obligation to pay for services provided in good faith prior to termination. 7. Notices Except as expressly provided otherwise in this Agreement, any notice required to be given pursuant to this Agreement shall be in writing and shall be either delivered personally to the party to be notified, or sent by registered or certified United States mail, first class postage prepaid, return receipt requested, addressed to the party to be notified at such party's address. Companv: County: B. Craig McDaniel John Staight Vice President GIS Program Manager Sanborn Colorado, L.L.C. 500 Broadway 1935 Jamboree Drive, Suite 100 Eagle, Colorado 81631 Colorado Springs, CO 80920 Invoices and working documents may be hand delivered or sent by regular first class United States mail. Working documents, progress reports, computer documents, computer files, or computer softwaze may be sent through electronic mail (e-mail). 8. Legal This Agreement shall be construed and governed in. all respects by the laws of the State of Colorado and in any action, special proceedings, or other proceeding brought, arising out of, in connection with, or by reason of this Agreement, the laws of the State of Colorado shall be applicable and shall govern to the Services Agreement between Sanborn Colorado, L.L.C. and Eagle County • County of Eagle, State of Colorado, By and Through Its exclusion of the laws of any other forum, without regard to the jurisdiction in which any action or special proceeding may be instituted. If any specific provision, Section or Article of this Agreement shall be deemed unenforceable by a court of competent jurisdiction, said unenforceability shall not extend beyond the specific provision, Section, or Article affected. The unaffected part of the Agreement shall continue in full force and effect and shall be binding upon the parties thereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date herein above written. Sanborn Colorado, L.L.C. Date: July 2, 2003 B. Craig McDanie Vice President Board of Co Commissi ers Date: icha L,. Ga ag er Chairman Services Agreement between Sanborn Colorado, L.L.C. and Eagle County Eagle County, Colorado • ~'. ~-~~~ ~- J Sanborn has developed a technical methodology that will meet, and in many cases, exceed Eagle County's project requirements. From a technical standpoint, Sanborn is confident in our abilityto complete the work as defined in this Scope of Work As a leading developer and implementer of GIS technology, Sanborn has a demonstrated history of executing successful projects in organizations ranging from the smallest GIS departments to entire organizations. Serving as an ESRI Business Partner for 12 years m conjunction with being an ESRI GIS Developer f or nearly two decades, Sanborn is continually making technical advancements in GIS design and ESRI Geodatabase implementation. ____) Conversion Overview Sanborn understands that the cadastral parcel layer is an integral part of any GIS project and will help local government to operate more efficiently. It is our understanding that the area to be converted within the County contains 14 subdivisions making up approximately 1006 individual properties to be comrerted using a digrtrnng mapping methodology. Sanborn will provide all services for creating this GIS dataset and will output the data to 14 ESRI ArcInfo Parcel Coverages. Source Materials The source materials to be used as pan of this project are 9 Autocad. Drawing Files and 5 hard copy subdivision maps (Sanborn assumes hard copy sources utilized for the development of the Autocad Drawing Files will be provided for reference). Sanborn has reviewed samples of the hard copy source documents and realizes that there maybe inconsistencies and potential anomalies between the varying sources. Throughout our conversion historywe have found that it is inevitable that issues, discrepancies, and problems occur when 'li~ina large volumes of various source materials or encountering source materials of a lesser quality. Sanborn has developed procedures to help resolve and potentially eliminate these factors. Incases where Sanborn cannot resolve a discrepancy, Eagle Countywill be notified through the submission of a Problem and Resolution form (PAR). PARS are used to document anomalies and resolutions on an issue-bgissue basis, or globallyforthe remainder of the project. PARs are given a unique ID and logged throughout the project. Service Agreement, Sanborn and Eagle County, CO 7/1/03 CoMdential and Praprtetery, O 203 The Sanborn Map Company, Im;, ALL RIGHTS RESERVED -1- Eagle County, Colorado ~ ~ ~ ~~, . "` ~, . . Quality Assurance Philosophy Sanborn has developed and maintains a rigorous and well established quality assurance (QA) program that is applied to all of our projects. The QA program has evolved into a sophisticated, multifaceted system for ensuring the quality of digital data and its associated applications and products. Sanborn recognizes that the Courny will also have a well established QC program for validating its GIS data. Sanborn proposes to work with the County during the pilot phase of the project to determine how the County might take advantage of tools that can be provided bq Sanborn and how these tools might complement the County's existing QC procedures and tools. Project Management Sanborn's Project Manager, Mr. Mike Nicolls, will be the County's point of contact and will serve as the County's liaison with Sanborn operations staff and management. Furthermore, Mike Herrmann, GIS Technical Analyst/Consuhant will provide needed communication between the Cournq and the parcel conversion group regarding production issues. Mr. Ncolls will be responsible for project definition and production oversight, qualitymanagement, and financial and contractual management Sanborn's project management approach encompasses best practices of the Project Management Institute, which are applied to meet or exceed the requirements of ISO 90012000. Project Schedule Sanborn understands the sensitivity of the schedule for this project. However, the initiation of the project will relyheavilyon-the Countysupplying Sanborn with the appropriate source materials. We will complete the entire parcel conversion by September 5~ 2003. The following are proposed bench marks set forth in this project. • 7/7/03 Notice to proceed • 7/ 11/03 Receipt of source material and control • 7/18/03 Project setup and commencement • 7/25/03 Pilot delivery (Two Rivers Estates -14 parcels) • 8/1/03 Pilot acceptance • 8/8/03 Areas 2-3 delivered O 8/15/03 Areas 4-5 delivered • 8/22/03 Areas 6-7 delivered • 8/29/03 Areas 8-10 delivered ® 9/5/03 Areas 11-14 delivered Service Agreement, Sanborn and Eagle County, CO 7/1/03 Corfidentlal and Proprietary, 8 2003 The 3enbom Map Comparry, Irro., ALL RIGHTS RESERVED -3-